-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzNc385n7xe3fPlBS0qI2GGAOWQyf9ZSFsD71FDk8uaiMbMC//r4hm2BvZ/uPH9M fXiY3JflTO+Sb9U731Hd8Q== 0000950127-08-000008.txt : 20080114 0000950127-08-000008.hdr.sgml : 20080114 20080114143805 ACCESSION NUMBER: 0000950127-08-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20080114 DATE AS OF CHANGE: 20080114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hutchison Telecommunications International LTD CENTRAL INDEX KEY: 0001293257 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80343 FILM NUMBER: 08528309 BUSINESS ADDRESS: STREET 1: 18/F, TWO HARBOURFRONT, 22 TAK FUNG ST. STREET 2: HUNGHOM, KOWLOON CITY: HONG KONG STATE: F4 ZIP: ---- BUSINESS PHONE: 852-2128-3222 MAIL ADDRESS: STREET 1: 18/F, TWO HARBOURFRONT, 22 TAK FUNG ST. STREET 2: HUNGHOM, KOWLOON CITY: HONG KONG STATE: F4 ZIP: ---- FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Orascom Telecom Holding S.A.E. CENTRAL INDEX KEY: 0001347581 IRS NUMBER: 000000000 STATE OF INCORPORATION: H2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NILE CITY TOWERS-SOUTH TOWER STREET 2: CORNISH EL NILE, RAMLET BEAULAC CITY: CAIRO STATE: H2 ZIP: 00000 BUSINESS PHONE: 0012024615050 MAIL ADDRESS: STREET 1: NILE CITY TOWERS-SOUTH TOWER STREET 2: CORNISH EL NILE, RAMLET BEAULAC CITY: CAIRO STATE: H2 ZIP: 00000 SC 13D/A 1 sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Hutchison Telecommunications International Limited -------------------------------------------------- (Name of Issuer) Ordinary Shares, nominal value HK$0.25 each ------------------------------------------- (Title of Class of Securities) 44841T 10 7 -------------- (CUSIP Number) Ragy Soliman Orascom Telecom Holding S.A.E. 2005A Nile City Towers - South Tower Corniche El Nile Cairo - Egypt +20 2 2461 5161 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 2007 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. ================================================================================ SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Orascom Telecom Eurasia Limited - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, OO - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Malta - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer (1) BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer (1)(2) ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer (1) ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) As described in this Schedule 13D/A, pursuant to the terms of Placement Agreements dated as of October 25, 2007 (the "October Placement Agreement") and November 12, 2007 (the "November Placement Agreement," and together with the October Placement Agreement, the "Placement Agreements") between Orascom Telecom Eurasia Limited ("Orascom Eurasia") and Citigroup Global Markets Asia Limited ("Citi"), Orascom Eurasia sold an aggregate of 237,625,000 Ordinary Shares, nominal value HK$0.25 each (the "Ordinary Shares"), of Hutchison Telecommunications International Limited (the "Issuer") at a price of HK$10.70 per share, for total consideration of approximately HK$2,542,587,500. The Placement Agreements are described in Item 4 of this Schedule 13D/A and are attached hereto as Exhibits 10.1 and 10.2. As further described in this Schedule 13D/A, on December 4, 2007, Orascom Eurasia and Orascom Telecom Holding S.A.E. ("Orascom Telecom") entered into a share purchase agreement with Yuda Limited ("Yuda") pursuant to which Orascom Eurasia sold 239,108,144 of its remaining 680,134,172 Ordinary Shares of the Issuer to Yuda at a price of HK$11.00 per share for total consideration of HK$2,630,189,584. Orascom Eurasia and Orascom Telecom entered into a second share purchase agreement on December 4, 2007 with Hutchison Whampoa Limited and Hutchison Telecommunications Investment Holdings Limited ("HTIHL"), pursuant to which Orascom Eurasia sold its remaining 441,026,028 Ordinary Shares of the Issuer to HTIHL at a price of HK$11.00 per share, for total consideration of HK$4,851,286,308. Both share purchase agreements closed on January 3, 2008. The share purchase agreements are described in Item 4 of this Schedule 13D/A and are attached hereto as Exhibits 10.3 and 10.4. 2 (2) Reflecting the termination, on January 3, 2008, of the Shareholders' Agreement, filed with the Securities and Exchange Commission as an exhibit to the Original Schedule 13D (as defined below), which provided for certain obligations and restrictions with respect to the voting and disposition of the Ordinary Shares held by Orascom Eurasia and HTIHL. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 3 SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Orascom Telecom Holding S.A.E. - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, WC - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arab Republic of Egypt - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer (1) BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer (1)(2) ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer (1) ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- (1) See footnote (1) on page 2. (2) See footnote (2) on page 3. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 4 SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weather Capital S.a.r.l. - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- (1) See footnote (1) on page 2. (2) See footnote (2) on page 3. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 5 SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weather Investments S.p.A. - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- (1) See footnote (1) on page 2. (2) See footnote (2) on page 3. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 6 SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weather Investments II S.a.r.l. - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- (1) See footnote (1) on page 2. (2) See footnote (2) on page 3. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 7 SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON April Holding - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- (1) See footnote (1) on page 2. (2) See footnote (2) on page 3. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 8 SCHEDULE 13D - --------------------- CUSIP No. 44841T 10 7 - --------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON February Private Trust Company Limited - Not Applicable - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey - -------------------- ------ ---------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 Ordinary Shares of the Issuer BY EACH REPORTING ------ ---------------------------------------------------- PERSON WITH 8 SHARED VOTING POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Ordinary Shares of the Issuer ------ ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Ordinary Shares of the Issuer - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Ordinary Shares of the Issuer (1)(2) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(3) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, OO - -------------------------------------------------------------------------------- (1) See footnote (1) on page 2. (2) See footnote (2) on page 3. (3) Based on 4,782,162,875 Ordinary Shares of the Issuer which were issued and outstanding as of December 4, 2007. 9 Amendment No. 1 to Schedule 13D This Amendment No. 1 (the "Schedule 13D/A") amends and supplements the statement on Schedule 13D filed by the Reporting Persons (as defined below) on January 3, 2006 (the "Original Schedule 13D"). This Schedule 13D/A is being filed to report a change in the number and percentage of outstanding Ordinary Shares, nominal value HK$0.25 each (the "Ordinary Shares"), of Hutchison Telecommunications International Limited (the "Issuer") beneficially owned by the Reporting Persons, which occurred as a result of (i) the sale by Orascom Telecom Eurasia Limited ("Orascom Eurasia") of 237,625,000 Ordinary Shares of the Issuer over the Hong Kong Stock Exchange pursuant to placement agreements, dated October 25, 2007 and November 12, 2007 (the "Placement Agreements") between Orascom Eurasia and Citigroup Global Markets Asia Limited ("Citi"), and (ii) the sale by Orascom Eurasia of its remaining 680,134,172 Ordinary Shares pursuant to two share purchase agreements, dated December 4, 2007, which are described in more detail below. Upon closing of both share purchase agreements on January 3, 2008, the Reporting Persons ceased to own any Ordinary Shares of the Issuer. The total number of outstanding Ordinary Shares of the Issuer was 4,782,162,875 as of December 4, 2007, as reported in the Corporate Substantial Shareholder Notice filed by Hutchison Whampoa Limited with the Stock Exchange of Hong Kong on December 7, 2007. This Schedule 13D/A is being filed jointly by the following persons (each, individually, a "Reporting Person" and collectively the "Reporting Persons"): Orascom Telecom Eurasia Limited, a limited liability company organized under the laws of Malta, Orascom Telecom Holding S.A.E., a joint stock company incorporated under the laws of Egypt, Weather Capital S.a.r.l., a societe a responsabilite limtee organized under the laws of Luxembourg, Weather Investments S.p.A., a societa per aczioni, organized under the laws of Italy, Weather Investments II S.a.r.l., a societe a responsabilite limtee organized under the laws of Luxembourg, April Holding, an exempted limited company organized under the laws of the Cayman Islands and February Private Trust Company Limited (in its capacity as trustee of March Trust), an exempted limited company organized under the laws of Jersey. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the previously filed Original Schedule 13D. Item 4. Purpose of Transaction The first paragraph of Item 4 is hereby amended and restated as follows: The sales by the Reporting Persons of the Ordinary Shares of the Issuer pursuant to the Placement Agreements, the Yuda Share Purchase Agreement (as defined below) and the HWL Share Purchase Agreement (as defined below), were effected by the Reporting Persons with the intentions to divest their holdings in the Issuer. As a result of the closing of the Yuda Share Purchase Agreement and the HWL Share Purchase Agreement on January 3, 2008, the Reporting Persons no longer own any Ordinary Shares of the Issuer. Item 4 is hereby amended to add the following before the last paragraph: Placement Agreements On October 25, 2007, Orascom Eurasia entered into a placement agreement with Citi, pursuant to which Citi agreed to use its best efforts to procure purchasers for up to 237,625,000 Ordinary Shares of the Issuer owned by Orascom Eurasia at a purchase price per share of HK$10.70 (the "October Placement Agreement"). Upon closing on October 30, 2007, Orascom Eurasia sold 143,432,000 Ordinary Shares of the Issuer over the Stock Exchange of Hong Kong at a price per share of HK$10.70, for total consideration of HK$1,534,722,400. On November 12, 2007, Orascom Eurasia entered into a second placement agreement with Citi, pursuant to which Citi agreed to use its best efforts to procure purchasers for up to 94,193,000 Ordinary Shares of the Issuer owned by Orascom Eurasia (the balance of the 237,625,000 Ordinary Shares remaining unsold under the October Placement Agreement) at a purchase price per share of HK$10.70 (the "November Placement Agreement"). Upon closing on November 15, 2007, Orascom Eurasia sold 94,193,000 Ordinary Shares of the Issuer over the Stock Exchange of Hong Kong at a price per share of HK$10.70, for total consideration of HK$1,007,865,100. The foregoing description of the Placement Agreements is a summary and all statements made herein related to such agreements are qualified in their entirety by reference to the complete text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference. Share Purchase Agreements On December 4, 2007, Yuda Limited, a company incorporated in the British Virgin Islands ("Yuda"), Orascom Eurasia, a company established under the laws of Malta, and Orascom Telecom, a company incorporated under the laws of Egypt, entered into a 10 share purchase agreement, pursuant to which Yuda agreed to acquire 239,108,144 Ordinary Shares of the Issuer from Orascom Eurasia at a price per share of HK$11.00 for total consideration of HK$2,630,189,584, to be paid at closing (the "Yuda Share Purchase Agreement"). In consideration of Yuda entering into the Yuda Share Purchase Agreement, Orascom Telecom unconditionally and irrevocably guaranteed to Yuda the due and punctual performance and payment by Orascom Eurasia. The closing of the Yuda Share Purchase Agreement was accelerated from January 4, 2008 to January 3, 2008, pursuant to a supplemental letter, dated December 27, 2007, between Orascom Eurasia, Orascom Telecom and Yuda (the "Yuda Supplemental Letter"). Orascom Eurasia and Orascom Telecom entered into a second share purchase agreement on December 4, 2007, with Hutchison Whampoa Limited, a company incorporated in the People's Republic of China, Hong Kong ("HWL") and Hutchison Telecommunications Investment Holdings Limited, a company incorporated in the British Virgin Islands and an indirect wholly owned subsidiary of HWL ("HTIHL"), pursuant to which HWL through HTIHL agreed to acquire 441,026,028 Ordinary Shares of the Issuer from Orascom Eurasia at a price per share of HK$11.00 for total consideration of HK$4,851,286,308, to be paid at closing (the "HWL Share Purchase Agreement"). In consideration of HTIHL and HWL entering into the HWL Share Purchase Agreement, Orascom Telecom unconditionally and irrevocably guaranteed the due and punctual performance and payment by Orascom Eurasia. The closing of the HWL Share Purchase Agreement was accelerated from January 4, 2008 to January 3, 2008, pursuant to a supplemental letter, dated December 27, 2007, between Orascom Eurasia, Orascom Telecom, HWL and HTIHL (the "HWL Supplemental Letter," and together with the Yuda Supplemental Letter, the "Supplemental Letters"). The foregoing description of the Yuda Share Purchase Agreement and the HWL Share Purchase Agreement is a summary and all statements made herein related to such agreements are qualified in their entirety by reference to the complete text of the agreements, which are filed as Exhibits 10.3 and 10.4 hereto and are incorporated herein by reference. Termination of Shareholders' Agreement Pursuant to the HWL Share Purchase Agreement, Orascom Eurasia, Orascom Telecom, HTIHL and HWL entered into a letter agreement, dated January 3, 2008 (the "Shareholders' Agreement Termination Letter") for termination of the Shareholders' Agreement, entered into by such parties on December 21, 2005, with mutual release and waiver of all parties' respective rights and claims thereunder. The two directors nominated by Orascom Eurasia to serve on the Issuer's Board of Directors pursuant to the Shareholders' Agreement have resigned. The Shareholders' Agreement Termination Letter is filed as Exhibit 10.5 hereto and is incorporated herein by reference. Termination of Amended and Restated Registration Rights Agreement Pursuant to the HWL Share Purchase Agreement, Orascom Eurasia, HTIHL, Cheung Kong (Holdings) Limited and the Issuer entered into a letter agreement, dated January 3, 2008 (the "Registration Rights Termination Letter") for termination of the Amended and Restated Registration Rights Agreement, entered into by such parties on December 21, 2005, with mutual release and waiver of all parties' respective rights and claims thereunder. The Registration Rights Termination Letter is filed as Exhibit 10.6 hereto and is incorporated herein by reference. Termination of Co-operation Agreement In connection with the Share Purchase Agreement, dated December 21, 2005, between Orascom Eurasia, Orascom Telecom, HTIHL and HWL, Orascom Telecom and the Issuer entered into a co-operation agreement, dated December 21, 2005 (the "Co-operation Agreement"). The Co-operation Agreement provided for co-operation between Orascom Telecom and the Issuer in the areas of procurement; technologies and networks; IT and international business in order to achieve commercial, operational and technological synergies. Pursuant to the terms of the HWL Share Purchase Agreement, Orascom Telecom and the Issuer entered into a letter agreement, dated January 3, 2008 (the "Co-operation Termination Letter") for termination of the Co-operation Agreement. The Co-operation Agreement and the Co-operation Termination Letter are filed as Exhibit 10.7 and 10.8 hereto and are incorporated herein by reference. Item 5. Interest in Securities of the Issuer The first two paragraphs of Item 5 are amended and restated as follows: The Information set forth in Item 4 hereof is hereby incorporated by reference into this Item 5. As a result of the closing of the share purchase agreements on January 3, 2008, Orascom Eurasia is no longer the record owner or beneficial owner of any Ordinary Shares of the Issuer. As of such date, Orascom Telecom does not directly or beneficially own any Ordinary Shares of the Issuer. The Shareholders' Agreement, which provided for certain obligations and restrictions with respect to the voting and disposition of the Ordinary Shares held by Orascom Eurasia and HTIHL, was terminated on January 3, 2008. As a result, the Reporting Persons are not deemed to have shared power to vote and dispose of any Ordinary Shares of the Issuer that were previously subject to the Shareholders' Agreement. The final paragraph of Item 5 is amended and restated as follows: Percentages set forth in this Schedule 13D/A were calculated based on an aggregate total of 4,782,162,875 issued and outstanding Ordinary Shares, as of December 4, 2007, as reported in the Corporate Substantial Shareholder Notice filed by HWL with the Stock Exchange of Hong Kong on December 7, 2007. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is amended to add the following two paragraphs: The Supplemental Letters, as described in Item 4 hereof, are filed as Exhibits 10.9 and 10.10 to this Schedule 13D/A. The information set forth in Item 4 hereof is incorporated herein by reference. Item 7. Material to be Filed as Exhibits The documents which have been filed as Exhibits to this Schedule 13D/A are listed in the Exhibit Index herein. 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 14, 2008 ORASCOM TELECOM HOLDING S.A.E. By: /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Title: Chairman of the Board and Chief Executive Officer ORASCOM TELECOM EURASIA LIMITED By: /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Title: Director WEATHER CAPITAL S.A.R.L. By: /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Title: Director WEATHER INVESTMENTS S.P.A. By: /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Title: Director WEATHER INVESTMENTS II S.A.R.L. By: /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Title: Director 12 APRIL HOLDING By: /s/ Naguib Sawiris ---------------------------------- Name: Naguib Sawiris Title: Director FEBRUARY PRIVATE TRUST COMPANY, in its capacity as trustee of March Trust By: /s/ Hassan Abdou ---------------------------------- Name: Hassan Abdou Title: Director 13 EXHIBIT INDEX ------------- Exhibit No. Description - ------- ----------------------------------------------------------------- A. Joint Filing Agreement, dated January 3, 2006, among Orascom Telecom Eurasia Limited, Orascom Telecom Holding J.A.E., Weather Capital S.a.r.l., Weather Investments S.r.l., Weather Investments II S.a.r.l., April Holding and Sebruary Private Trust Company , in its capacity as trustee of March Trust.* 1.1 Promissory Note, dated December 21, 2005, payable by Orascom Telecom Eurasia Limited to Hutchison Telecommunications Investment Holdings Limited.* 1.2 Guarantee, dated December 21, 2005, created by Orascom Telecom Holding S.A.E. in favor of Hutchison Telecommunications Investment Holdings Limited of certain of the obligations of Orascom Telecom Eurasia Limited under the Promissory Note.* 1.3 Share Charge, dated December 21, 2005, created by Orascom Telecom Eurasia Limited in favor of Hutchison Telecommunications Investment Holdings Limited.* 2. Share Purchase Agreement, dated December 21, 2005, among Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited.* 3. Shareholders' Agreement, dated December 21, 2005, among Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited.* 4. Amended and Restated Registration Rights Agreement, dated as of December 21, 2005, among Hutchison Telecommunications International Limited, Hutchison Telecommunications Investment Holdings Limited, Cheung Kong (Holdings) Limited and Orascom Telecom Eurasia Limited.* 10.1. Placement Agreement, dated October 25, 2007, between Orascom Telecom Eurasia Limited and Citigroup Global Markets Asia Limited. 10.2. Placement Agreement, dated November 12, 2007, between Orascom Telecom Eurasia Limited and Citigroup Global Markets Asia Limited. 10.3. Share Purchase Agreement, dated December 4, 2007, among Yuda Limited, Orascom Telecom Eurasia Limited and Orascom Telecom Holding S.A.E. 10.4. Share Purchase Agreement, dated December 4, 2007, among Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited. 10.5 Shareholders' Agreement Termination Letter, dated January 3, 2008, among Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited. 10.6 Registration Rights Termination Letter, dated January 3, 2008, among Hutchison Telecommunications International Limited, Hutchison Telecommunications Investment Holdings Limited, Orascom Telecom Eurasia Limited and Cheung Kong (Holdings) Limited. 10.7 Co-operation Agreement, dated December 21, 2005 between Orascom Telecom Holding S.A.E. and Hutchison Telecommunications International Limited. 10.8 Co-operation Agreement Termination Letter, dated January 3, 2008, between Hutchison Telecommunications International Limited and Orascom Telecom Holding S.A.E. 10.9 Yuda Supplemental Letter, dated December 27, 2007, among Yuda Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited 10.10 HWL Supplemental Letter, dated December 27, 2007, among Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited * Filed with the Securities and Exchange Commission as an Exhibit to the Schedule 13D filed on January 3, 2006 and incorporated herein by reference 14 EX-10.1 2 ex_10-1.txt OCTOBER PLACEMENT AGREEMENT PLACEMENT AGREEMENT 25 October 2007 ORASCOM TELECOM EURASIA LIMITED NILE CITY TOWERS, SOUTH TOWER 27TH FLOOR CORNISH EL NILE, RAMLET BEAULAC CAIRO, EGYPT Dear Sirs: Orascom Telecom Eurasia Limited (the "Selling Shareholder") is a company incorporated in Malta with limited liability and having its registered address at Suite 1, 17, Sir Augustus Bartolo Street, Ta' Xbiex, MSD11, Malta hereby agrees that, subject to the terms and conditions contained herein, the Selling Shareholder will sell up to 237,625,000 of ordinary shares, with a par value HK$0.25 per share (all ordinary shares are collectively referred to as the "Shares"), of Hutchison Telecommunications International Limited, a company organized under the laws of the Cayman Islands (the "Company"), and Citigroup Global Markets Asia Limited ("Citi" or the "Placement Agent") will act as the Selling Shareholder's sole and exclusive agent and use its best efforts to procure purchasers for such 237,625,000 Shares (the "Placing"). The Shares to be offered under this Placement Agreement are referred to herein as the "Offered Shares". All the Offered Shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Selling Shareholder agrees to sell and the Placement Agent agrees to act as the Selling Shareholder's agent and use its best efforts to procure purchasers for the Offered Shares at a price per Offered Share of HK$10.70 (the "Purchase Price"). The Selling Shareholder hereby acknowledges that the Placement Agent may at its sole discretion procure any member within the group of companies of the Placement Agent as purchaser(s) for any of the Offered Shares at the Purchase Price. 1. Selling Shareholder's Representations and Warranties. The Selling Shareholder represents and warrants to, and agrees with the Placement Agent that: (a) (i) the Selling Shareholder owns the number of Shares of the Company set forth opposite its name on Schedule A hereto, (ii) to the Selling Shareholder's knowledge, the Offered Shares have been duly and validly authorized and issued, are fully paid up and non-assessable, and rank pari passu in all respects with the other issued Shares and (iii) were allotted and issued by the Company more than six months prior to the date hereof; 1 (b) this Placement Agreement has been duly authorized, executed and delivered by the Selling Shareholder and is enforceable against the Selling Shareholder in accordance with its own terms; (c) the Selling Shareholder is duly incorporated and validly existing under the laws of the place of its incorporation and has full right, authority and power to enter into and perform its obligations under this Placement Agreement and to sell, assign, transfer and deliver the Offered Shares to the Placement Agent for transfer to the purchasers procured by the Placement Agent; (d) the Selling Shareholder has, and immediately prior to the Closing Date (as defined herein) will have, good and valid title to the Offered Shares, free and clear of all liens, encumbrances or claims; upon delivery of such Offered Shares, good and valid title thereto, free and clear of all liens, encumbrances or claims, will be transferred to the purchasers procured by the Placement Agent; (e) no consent, approval, authorization, or order of, or filing with, any governmental agency or body, any court, shareholder of the Company or any other third party is required to be obtained or made by such Selling Shareholder for the consummation of the transactions contemplated by this Placement Agreement in connection with the sale of the Offered Shares, other than those consents, approvals and authorizations that have been obtained which consents, approvals and authorizations shall remain valid until Closing; (f) the execution of this Placement Agreement, the offer, sale and delivery by the Selling Shareholder of the Offered Shares and the consummation of the transactions contemplated by this Placement Agreement do not conflict with or result in a breach or violation of any of the terms or provisions of, require any third party consent or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, decree, regulation or law to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, or any of the provisions of the Articles of Association (or similar instrument) of the Selling Shareholder or any statute or any order, law, rule or regulation, judgment, order or decree of any court, government or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder or violation by the Selling Shareholder or its representatives on the board of directors of the Company of the Rules Governing the Listing of Securities on the Stock Exchange or any of the internal policies or guidelines of the Company or the Securities and Futures 2 Ordinance (Cap.571 of the Laws of Hong Kong) (the "SFO"), except to the extent that any breach or violation of any loan agreement or other agreement (but not any indenture, mortgage, deed of trust, decree, regulation or law) would not result in a material adverse change, in or affecting the business, assets or property of the Selling Shareholder; (g) other than Hong Kong stamp tax of as set forth in Section 3(a)(ii), no stamp or other issuance or transfer taxes or duties, and no indirect taxes or duties are payable by the purchasers procured by the Placement Agent or the Placement Agent, as the case may be, to Hong Kong or any political subdivision or taxing authority thereof or therein in connection with the sale and delivery of the Offered Shares; (h) neither the Selling Shareholder nor any of its representatives on the board of directors of the Company (i) is in possession or aware of any material or "price sensitive" information (including, without limitation, any information regarding any changes in the business and prospects of the Company or any adverse change or prospective adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, the Company) that is not described in the Company's most recent annual report or subsequent public information releases (the "Company Information") and (ii) has been and will be in contravention of Part XIV of the SFO or other applicable law or regulations prohibiting "insider dealing" in securities in connection with the offer and sale of the Offered Shares. The Selling Shareholder has read the Company Information and, to the best of the Selling Shareholder's knowledge, it does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The Company, to the knowledge of the Selling Shareholder, is in compliance with the rules and regulations, including the reporting requirements, of Hong Kong and the United States; (i) the offer and sale of the Offered Shares in the manner contemplated by this Placement Agreement will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended ("Securities Act"); (j) neither the Selling Shareholder, nor any of its affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (as such term is defined in Regulation S under the Securities Act ("Regulation S")) in connection with the offer and sale of the Offered Shares, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S to the extent applicable to the offer and sale of the Offered Shares; provided that this 3 representation shall not be deemed to be made in respect of actions taken by the Placement Agent regarding the Offered Shares; (k) neither the Selling Shareholder nor its affiliates nor any persons acting on its or their behalf has engaged in or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act) with respect to offers or sales of the Offered Shares in the United States; (l) the Company is a Foreign Issuer (as that term is defined in Rule 902 of Regulation S) and the Selling Shareholder reasonably believes that on the commencement of the offering of the Offered Shares there was no Substantial U.S. Market Interest (as that term is defined in Rule 902 of Regulation S) in the Offered Shares; (m) neither the Selling Shareholder nor any of its affiliates nor any person acting on its or their behalf has sold, offered for sale or solicited an offer to buy or otherwise negotiated or will sell, offer for sale or solicit an offer to buy or otherwise negotiate in respect of any security which would be integrated with the sale of the Offered Shares that would require registration of any of the Offered Shares under the Securities Act; (n) the Company is not, and as a result of the sale of the Offered Shares contemplated hereby will not be, subject to regulation as an "investment company" as defined under the United States Investment Company Act of 1940, as amended; (o) the Shares are listed on The New York Stock Exchange; (p) neither the Selling Shareholder nor any of its affiliates nor any person acting on its or their behalf has or will have, directly or indirectly, bid for, purchased or attempted to induce any person to bid for or purchased any Shares or any securities which may, in the whole or in part, affect the value of the Shares; (q) none of the Selling Shareholder, any of its subsidiaries or any director, officer, agent, employee or affiliate of the Selling Shareholder or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"); and the Selling Shareholder will not directly or indirectly use (or authorize or enable others to use) the proceeds of the offering of the Offered Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of 4 financing or otherwise furthering the activities of any person subject to any U.S. sanctions administered by OFAC; (r) none of the Selling Shareholder, any of its subsidiaries or any director, officer, agent, employee or affiliate of the Selling Shareholder or any of its subsidiaries does any business with countries, entities or persons subject to any U.S. sanctions administered by the OFAC, or to any enabling legislation or executive order relating thereto, or any person or entity in those countries or with those persons, or perform contracts in support of projects in or for the benefit of those countries or those persons; (s) all statements of fact contained in any Announcement (as defined in Section "Announcements" below) with respect to the Selling Shareholder are true and accurate in all material respects, and are not misleading in any material respect, and there are no facts or matters which are not disclosed in the Announcement the omission of which makes the Announcement misleading in any material respect and all statements and expressions of opinions, intention or expectation therein are made on reasonable grounds (after due and proper consideration) and are fairly based and honestly held and the Selling Shareholder does not disagree in any material respect with any such statements or expressions; (t) the Selling Shareholder does not have rights to a claim of sovereign immunity with respect to or arising from its obligations to the Placement Agent herein; and (u) the Selling Shareholder has the power to submit, and pursuant to Section 11 of this Placement Agreement, has legally, validly, effectively and irrevocably submitted, to the jurisdiction of the courts of Hong Kong, and has the power to designate, appoint and empower, and pursuant to Section 11 of this Placement Agreement, has legally, validly and effectively designated, appointed and empowered, an agent for service of process in any suit or proceeding based on or arising under this Placement Agreement in the courts of Hong Kong. 1A. Placement Agent's representations and warranties 1A.1 The Placement Agent warrants to the Selling Shareholder and acknowledges and undertakes that as far as it is aware: 1A.1.1 neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of "general solicitation" or "general advertising" (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Offered Shares in the United States; 5 1A.1.2 neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to Offered Shares offered or sold outside the United States in reliance on Regulation S; 1 A.1.3 neither it nor any of its affiliates nor any person acting on its or their behalf has offered or sold, and will not offer or sell, and neither has procured nor will procure purchasers to purchase or procure, any Offered Shares as part of their distribution except in accordance with Regulation S or in accordance with an exemption from the registration requirements of the Securities Act, it being understood that any offeree of or purchaser of Offered Shares which is located in the United States or is a US Person shall be reasonably believed to be a qualified institutional buyers as defined in the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"); and 1A.1.4it has and will not take any action in any jurisdiction that would permit a public offering of the Offered Shares. 2. Closing. (a) The Placement Agent shall inform the Selling Shareholder in writing of the number of Offered Shares placed by the Placement Agent under this Placement Agreement (the "Placed Shares") by 3 a.m. on 26 October 2007 (Hong Kong local time). Completion of the sale and purchase of the Placed Shares shall take place on 30 October 2007 (the "Closing Date"), or such other date as the Selling Shareholder and the Placement Agent may agree in writing. Completion of the transfer of the Placed Shares shall take place in CCASS on a free of payment basis. At or before 10:30 a.m. on the Closing Date, the Selling Shareholder shall procure that its designated CCASS participant inputs free of payment delivery instructions in CCASS to deliver the Placed Shares on the Closing Date in accordance with this Placement Agreement and the General Rules and the Operational Procedures to the CCASS stock accounts of the relevant CCASS participant(s) of the Placement Agent as provided to the Selling Shareholder by the Placement Agent prior to the Closing Date. As soon as practicable after the date of this Placement Agreement or otherwise in accordance with the rules of the Stock Exchange, Citi may, in its sole discretion, cause the sale and purchase of the Placed Shares to be input into the Automatic Order Matching System as operated by the Stock Exchange. (b) The Selling Shareholder shall procure that the Placed Shares delivered at the Closing Date in accordance with Section 2(a) shall be free from all liens, charges and encumbrances, and together with all rights attaching to them as at the date of this 6 Placement Agreement, including the right to receive all dividends declared, made or paid on or after the date of this Placement Agreement. (c) Against compliance by the Selling Shareholder with its obligations pursuant to Sections 2(a) and 2(b) and subject to Section 6, the Placement Agent shall, on the Closing Date, make or procure the making of payment to the Selling Shareholder in Hong Kong dollars of the aggregate Purchase Price of the Placed Shares (less the commissions and expenses payable by the Selling Shareholder referred to in Section 3), the payment of which shall constitute a complete discharge of the Placement Agent's obligations to act as the Selling Shareholder's agent to use its best efforts to procure purchasers for the Offered Shares hereunder. Such payment shall be made for value on the Closing Date and to such bank account held with a leading bank in Hong Kong as may be notified by the Selling Shareholder to the Placement Agent at least one business day before the Closing Date. 3. Fees and Commissions. (a) In consideration of the agreement by the Placement Agent to act as the Selling Shareholder's agent and use its best efforts to procure purchasers for the Offered Shares and to procure the payment for the Placed Shares, the Selling Shareholder shall pay to the Placement Agent the following: (i) an underwriting commission of 1% of the aggregate Purchase Price for the Placed Shares, which amounts the Placement Agent is authorised to deduct in accordance with sub-section 3(c) below, from the payments to be made by it to the Selling Shareholder; (ii) stamp duty at the rate of HK$1.00 per HK$1,000 on the aggregate Purchase Price for the Placed Shares, which amounts the Placement Agent is hereby authorized to deduct in accordance with sub-section 3(c) below, from the payments to be made by it to the Selling Shareholder for the purposes of paying on the Selling Shareholder's behalf such duty; and (iii) transaction levy levied by the Securities and Futures Commission of Hong Kong ("SFC") at the prevailing applicable rate (0.004%) and Stock Exchange trading fee at the prevailing applicable rate (0.005%) on the aggregate Purchase Price for the Placed Shares, which amounts the Placement Agent is hereby authorized to deduct in accordance with sub-section 3(c) below from 7 the payments to be made by it to the Selling Shareholder for the purposes of paying on the Selling Shareholder's behalf such levy and trading fee. (b) The Placement Agent and the Selling Shareholder shall each bear its respective own legal costs and all other out-of-pocket expenses relating to the transactions contemplated under this Placement Agreement. (c) The Placement Agent is hereby authorized to deduct the commissions and expenses referred to in Sections 3(a)(i) - (iii) from the proceeds payable to the Selling Shareholder solely for the purposes specified therein (where applicable). (d) All payment to be made by the Selling Shareholder pursuant to this Clause 3 shall be made in full without any set-off, deduction or withholding whatsoever. In the event that any set-off, deduction or withholding is required by law to be made from such payments, the amount payable shall be grossed-up so that the payee of such payment receives the full amount which would have been received without such set-off, deduction or withholding. 4. Conditions Precedent. The obligations of the Placement Agent hereunder shall be subject in its discretion to (i) the condition that all representations and warranties and other statements of the Selling Shareholder herein are, at and as of the Closing Date, true and correct, and (ii) the condition that the Selling Shareholder shall have performed its obligations hereunder theretofore to be performed. 5. Indemnity. (a) The Selling Shareholder will indemnify and hold harmless the Placement Agent, its officers, directors, employees and its affiliates and each person, if any, who controls, or is under common control with, such Placement Agent, with the term "control" having the meaning ascribed to it in Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Placement Agent may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any of the representations and warranties of the Selling Shareholder contained herein or relate to or arise in connection with the offer of the Offered Shares and/or the sale and purchase of the Placed Shares contemplated hereby or any other matter or activities referred to or contemplated by this Placement Agreement, including any losses, claims, damages or liabilities arising out of or based upon the Selling Shareholder's 8 failure to perform its obligations under this Placement Agreement, other than any losses, claims, damages or liabilities that have been finally judicially determined to have resulted directly from the Placement Agent's material breach of its obligations hereunder and will reimburse the Placement Agent for any legal or other expenses incurred by the Placement Agent in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (b) The Selling Shareholder shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) above, then the Selling Shareholder shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Selling Shareholder on the one hand and the Placement Agent on the other from the offering by the Selling Shareholder of the Offered Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Selling Shareholder on the one hand and the Placement Agent on the other in connection with any matter or activities referred to or contemplated by this Placement Agreement as well as any other relevant equitable considerations. The relative benefits received by the Selling Shareholder on the one hand and the Placement Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Placing (before deducting expenses) received by the Selling Shareholder bear to the total discounts and commissions received by the Placement Agent from the Selling Shareholder under this Placement Agreement. The relative fault shall be determined by reference to, among other things, the representations, warranties or undertakings that resulted in such losses, claims, damages or liabilities, as well as any other relevant considerations. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (c) shall be deemed to include any legal or other expenses incurred 9 by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (c). (d) The obligations of the Selling Shareholder under this Section "Indemnity" shall be in addition to any liability which the Selling Shareholder may otherwise have and shall extend, upon the same terms and conditions, to the directors, officers, employees and controlling persons within the meaning of the Securities Act or the Exchange Act, as the case may be, of the Placement Agent and each of its affiliates within the meaning of the Securities Act or Exchange Act (and shall include the partners of any such affiliates). (e) Each indemnified party under this subsection (e) shall have the right to enforce its rights against the Selling Shareholder under this Section "Indemnity" provided that, save to the extent notified in writing to the relevant indemnified party, the Placement Agent (without obligation) will have the sole conduct of any action to enforce such rights or settle any action or claim on behalf of the relevant indemnified person. Save as provided in this subsection (e), indemnified parties other than the Placement Agent will not be entitled directly to enforce their rights against any indemnifying party under this Placement Agreement. The Placement Agent and the Selling Shareholder may agree to terminate this Placement Agreement or vary any of its terms without the consent of any indemnified person and the Placement Agent will have no responsibility to any indemnified person under or as a result of this Placement Agreement. Each of the obligations of the Selling Shareholder set forth in this Section "Indemnity" shall survive termination of this Placement Agreement. 6. Termination. (a) Notwithstanding anything contained herein, the Placement Agent may by notice to the Selling Shareholder terminate this Placement Agreement if any of the following shall occur on or after the date of this Placement Agreement: (i) a breach of, or any event rendering untrue or incorrect in any respect any of the warranties and representations contained herein or any failure to perform any of the undertakings or agreement in this Placement Agreement; (ii) any change or development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any of the Company's securities, on the Stock Exchange of Hong Kong, the London Stock Exchange, the New York Stock Exchange or the 10 Nasdaq) or currency exchange rates or foreign exchange rates or foreign exchange controls; (iii) a general moratorium on commercial banking activities in Hong Kong, London or New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the United Kingdom or the United States; (iv) a change or development involving a prospective change in the condition, business, results of operations or prospects of the Company and its subsidiaries as a whole from that set forth in the Company's most recent annual report or subsequent information releases issued prior to the date hereof in the judgment of Citi, is material and adverse and that makes it impracticable to conduct the placement of the Offered Shares in the manner contemplated herein; (v) a change or development involving a prospective change in taxation adversely affecting the Company, the Offered Shares or the transfer thereof; or (vi) any outbreak or escalation of hostilities or act of terrorism involving Hong Kong, the United Kingdom or the United States or the declaration by Hong Kong, the United Kingdom or the United States of a national emergency or war; which in the case of clauses (ii) and (vi) would in Citi's judgment, be likely to prejudice materially the success of the offer and distribution of the Offered Shares or dealing in the Offered Shares in the secondary market. (b) Each of the respective indemnities, agreements, representations, warranties and other statements by or on behalf of the Selling Shareholder, as set forth in this Placement Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Placement Agent or any controlling person of the Placement Agent, and shall survive delivery of and payment for the Placed Shares. (c) The Placement Agent shall have the right to terminate its obligations under this Placement Agreement if the Placed Shares are not delivered by or on behalf of the Selling Shareholder as provided herein or to effect the purchase of such Placed Shares as are delivered without relieving the Selling Shareholder from liability for default. 7. Announcements. The Placement Agent and the Selling Shareholder agrees, should the transactions contemplated by this Placement Agreement be the subject of a press release, that the contents of that press release will be jointly agreed by them and used jointly by them on or after the date on which this Placement Agreement is executed. Except for such joint press release, the transactions contemplated by this Placement Agreement may not publicly be disclosed to any third party or otherwise publicly referred to by either party without the prior 11 written consent of the other party. Notwithstanding the foregoing, the Selling Shareholder and the Placement Agent are entitled to notify the Company and any relevant stock exchange of the occurrence of its holding of the Shares in the Company falling below or rising above any applicable threshold. 8. Selling Shareholder's Covenants. The Selling Shareholder covenants and agrees with the Placement Agent that: (a) except for a transfer of Shares by the Selling Shareholder to a wholly owned subsidiary or to a wholly owned subsidiary of its holding company (and the Selling Shareholder shall procure such transferee(s) to comply with the provisions of this paragraph (a) below), the Selling Shareholder will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional Shares or securities convertible into or exchangeable or exercisable for Shares or any derivative instruments relating to the Shares or deposit any such securities in an American or Global Depositary Receipt facility during the period commencing on the date hereof and ending on the date 90 days after the date of the Closing Date, in each case without the prior written consent (not to be unreasonably withheld) of the Placement Agent; (b) the Selling Shareholder will promptly pay or transfer to or to the order of the Placement Agent on behalf of the purchasers of the Placed Shares upon receipt, any dividend or distribution declared by the Company in respect of the Shares for which a record date occurs on or after the date of this Placement Agreement; (c) the Selling Shareholder shall forthwith notify the Placement Agent of any change affecting any of the representations and warranties contained in Section "Selling Shareholder Representations and Warranties" which occur at any time before the Closing Date; (d) if, at any time prior to the Closing Date, the Selling Shareholder has knowledge of the occurrence of any event as a result of which the information contained in the Company Information would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Selling Shareholder will promptly notify the Placement Agent thereof and the reasons therefore; (e) the Selling Shareholder will provide the Placement Agent, at its request, with all such information known to it or which on reasonable enquiry ought to be known to it and relating to the 12 Company and its subsidiaries or otherwise as may be reasonably required by the Placement Agent in connection with the Placing for the purposes of complying with all requirements of applicable law (including any due diligence defences) or of the Stock Exchange or of the SFC; (f) the Selling Shareholder shall do, or procure the doing of, all such other acts and things as may be reasonably required to be done by it to carry into effect the Placing in accordance with the terms of this Placement Agreement; (g) if this Placement Agreement is terminated pursuant to Clause 6, the Selling Shareholder shall remain liable to the Placement Agent for the payment of all costs, charges and expenses referred to in Clauses 3(a)(ii) and (iii) to the extent already incurred in accordance with the terms of this Placement Agreement; and (h) the Selling Shareholder hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in Clause 3(a), the Placement Agent shall be entitled to keep for its own account any brokerage, fees or commissions that it may receive from the purchasers of the Placed Shares. 9. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Placement Agent shall be delivered or sent by mail, telex or facsimile transmission. The address and facsimile number of Citi and the Selling Shareholder are as follows (unless modifications are notified to each of the parties hereto upon not less than five business days' notice): (a) Citi: Citigroup Global Markets Asia Limited, 50/F Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong; Attn: Edward Lam; Phone: +852 2501 2815 Fax: +852 3018 7167; (b) Selling Shareholder: Orascom Telecom Eurasia Limited, Nile City Towers, South Tower 27th Floor, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt; Attn: Ragy Soliman; Phone: +202 461 50505051 Fax: +20 2 461 5165 13 10. Miscellaneous. This Placement Agreement shall be binding upon, and inure solely to the benefit of, the Placement Agent and the Selling Shareholder and, to the extent provided herein, any directors, officers, employees and controlling persons of the Placement Agent, and their heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Placement Agreement. No purchaser of any of the Placed Shares shall be deemed a successor or assign by reason merely of such purchase. Unless otherwise specified herein, all references herein to date and time shall mean the local time at Hong Kong. 11. Jurisdictions. The Selling Shareholder hereby irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong in any suit or proceeding arising out of or relating to this Placement Agreement or the transactions contemplated hereby and the Selling Shareholder irrevocably waives any objection which it may now or hereafter have to the service of process or the laying of venue in connection with any such proceeding. The Selling Shareholder irrevocably appoints The Law Debenture Corporation (H.K.) Limited of Room 3105, Alexandra House, 18 Chater Road, Central, Hong Kong, as its authorized agent upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Selling Shareholder, by the person serving the same to the address provided in the Section "Notices", shall be deemed in every respect effective service of process upon the Selling Shareholder in any such suit or proceeding. If for any reason such agent shall cease to be such agent for service of process, the Selling Shareholder shall forthwith appoint a new agent for service of process in Hong Kong and deliver to the Placement Agent a copy of the new agent's acceptance of that appointment within 30 days. 12. Governing Law. This Placement Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong without regard to principles of conflicts of laws to the extent the application of such principles would cause the laws of a different state to apply. 13. Execution. This Placement Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 14 If the foregoing is in accordance with your understanding, please sign and return to us three (3) original counterparts hereof, and upon the acceptance hereof by you, this Placement Agreement and such acceptance hereof shall constitute a binding agreement between the Selling Shareholder and the Placement Agent. Very truly yours, CITIGROUP GLOBAL MARKETS ASIA LIMITED By: /s/ Edward Lam --------------------------------- Name: Edward Lam Title: Director, Head of Hong Kong Investment Banking Accepted and agreed: ORASCOM TELECOM EURASIA LIMITED By: --------------------------------- Name: Title: 15 If the foregoing is in accordance with your understanding, please sign and return to us three (3) original counterparts hereof, and upon the acceptance hereof by you, this Placement Agreement and such acceptance hereof shall constitute a binding agreement between the Selling Shareholder and the Placement Agent. Very truly yours, CITIGROUP GLOBAL MARKETS ASIA LIMITED By: --------------------------------- Name: Title: Accepted and agreed: ORASCOM TELECOM EURASIA LIMITED By: /s/ Aldo Mareuse -------------------------------- Name: Aldo Mareuse Title: Authorized Representative 15 Schedule A Number of Shares Number of to be Sold Shares ("Offered Selling Shareholder Owned Shares") - ------------------------------- ----------- ----------- Orascom Telecom Eurasia Limited 917,759,172 237,625,000 16 EX-10.2 3 ex_10-2.txt NOVEMBER PLACEMENT AGREEMENT PLACEMENT AGREEMENT 12 November 2007 ORASCOM TELECOM EURASIA LIMITED NILE CITY TOWERS, SOUTH TOWER 27TH FLOOR CORNISH EL NILE, RAMLET BEAULAC CAIRO, EGYPT Dear Sirs: Orascom Telecom Eurasia Limited (the "Selling Shareholder") is a company incorporated in Malta with limited liability and having its registered address at Suite 1, 17, Sir Augustus Bartolo Street, Ta' Xbiex, MSD11, Malta hereby agrees that, subject to the terms and conditions contained herein, the Selling Shareholder will sell up to 94,193,000 of ordinary shares, with a par value HK$0.25 per share (all ordinary shares are collectively referred to as the "Shares"), of Hutchison Telecommunications International Limited, a company organized under the laws of the Cayman Islands (the "Company"), and Citigroup Global Markets Asia Limited ("Citi" or the "Placement Agent") will act as the Selling Shareholder's sole and exclusive agent and use its best efforts to procure purchasers for such 94,193,000 Shares (the "Placing"). The Shares to be offered under this Placement Agreement are referred to herein as the "Offered Shares". All the Offered Shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Selling Shareholder agrees to sell and the Placement Agent agrees to act as the Selling Shareholder's agent and use its best efforts to procure purchasers for the Offered Shares at a price per Offered Share of HK$10.70 (the "Purchase Price"). The Selling Shareholder hereby acknowledges that the Placement Agent may at its sole discretion procure any member within the group of companies of the Placement Agent as purchaser(s) for any of the Offered Shares at the Purchase Price. 1. Selling Shareholder's Representations and Warranties. The Selling Shareholder represents and warrants to, and agrees with the Placement Agent that: (a) (i) the Selling Shareholder owns the number of Shares of the Company set forth opposite its name on Schedule A hereto, (ii) to the Selling Shareholder's knowledge, the Offered Shares have been duly and validly authorized and issued, are fully paid up and non-assessable, and rank pari passu in all respects with the other issued Shares and (iii) were allotted and issued by the Company more than six months prior to the date hereof; (b) this Placement Agreement has been duly authorized, executed and delivered by the Selling Shareholder and is enforceable against the Selling Shareholder in accordance with its own terms; (c) the Selling Shareholder is duly incorporated and validly existing under the laws of the place of its incorporation and has full right, authority and power to enter into and perform its obligations under this Placement Agreement and to sell, assign, transfer and deliver the Offered Shares to the Placement Agent for transfer to the purchasers procured by the Placement Agent; (d) the Selling Shareholder has, and immediately prior to the Closing Date (as defined herein) will have, good and valid title to the Offered Shares, free and clear of all liens, encumbrances or claims; upon delivery of such Offered Shares, good and valid title thereto, free and clear of all liens, encumbrances or claims, will be transferred to the purchasers procured by the Placement Agent; (e) no consent, approval, authorization, or order of, or filing with, any governmental agency or body, any court, shareholder of the Company or any other third party is required to be obtained or made by such Selling Shareholder for the consummation of the transactions contemplated by this Placement Agreement in connection with the sale of the Offered Shares, other than those consents, approvals and authorizations that have been obtained which consents, approvals and authorizations shall remain valid until Closing; (f) the execution of this Placement Agreement, the offer, sale and delivery by the Selling Shareholder of the Offered Shares and the consummation of the transactions contemplated by this Placement Agreement do not conflict with or result in a breach or violation of any of the terms or provisions of, require any third party consent or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, decree, regulation or law to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, or any of the provisions of the Articles of Association (or similar instrument) of the Selling Shareholder or any statute or any order, law, rule or regulation, judgment, order or decree of any court, government or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder or violation by the Selling Shareholder or its representatives on the board of directors of the Company of the Rules Governing the Listing of Securities on the Stock Exchange or any of the internal policies or guidelines of the Company or the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) (the "SFO"), except to the extent that any breach or violation of any loan 2 agreement or other agreement (but not any indenture, mortgage, deed of trust, decree, regulation or law) would not result in a material adverse change, in or affecting the business, assets or property of the Selling Shareholder; (g) other than Hong Kong stamp tax of as set forth in Section 3(a)(ii), no stamp or other issuance or transfer taxes or duties, and no indirect taxes or duties are payable by the purchasers procured by the Placement Agent or the Placement Agent, as the case may be, to Hong Kong or any political subdivision or taxing authority thereof or therein in connection with the sale and delivery of the Offered Shares; (h) neither the Selling Shareholder nor any of its representatives on the board of directors of the Company (i) is in possession or aware of any material or "price sensitive" information (including, without limitation, any information regarding any changes in the business and prospects of the Company or any adverse change or prospective adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, the Company) that is not described in the Company's most recent annual report or subsequent public information releases (the "Company Information") and (ii) has been and will be in contravention of Part XIV of the SFO or other applicable law or regulations prohibiting "insider dealing" in securities in connection with the offer and sale of the Offered Shares. The Selling Shareholder has read the Company Information and, to the best of the Selling Shareholder's knowledge, it does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The Company, to the knowledge of the Selling Shareholder, is in compliance with the rules and regulations, including the reporting requirements, of Hong Kong and the United States; (i) the offer and sale of the Offered Shares in the manner contemplated by this Placement Agreement will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended ("Securities Act"); (j) neither the Selling Shareholder, nor any of its affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (as such term is defined in Regulation S under the Securities Act ("Regulation S")) in connection with the offer and sale of the Offered Shares, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S to the extent applicable to the offer and sale of the Offered Shares; provided that this representation shall not be deemed to be made in respect of actions taken by the Placement Agent regarding the Offered Shares; 3 (k) neither the Selling Shareholder nor its affiliates nor any persons acting on its or their behalf has engaged in or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act) with respect to offers or sales of the Offered Shares in the United States; (1) the Company is a Foreign Issuer (as that term is defined in Rule 902 of Regulation S) and the Selling Shareholder reasonably believes that on the commencement of the offering of the Offered Shares there was no Substantial U.S. Market Interest (as that term is defined in Rule 902 of Regulation S) in the Offered Shares; (m) neither the Selling Shareholder nor any of its affiliates nor any person acting on its or their behalf has sold, offered for sale or solicited an offer to buy or otherwise negotiated or will sell, offer for sale or solicit an offer to buy or otherwise negotiate in respect of any security which would be integrated with the sale of the Offered Shares that would require registration of any of the Offered Shares under the Securities Act; (n) the Company is not, and as a result of the sale of the Offered Shares contemplated hereby will not be, subject to regulation as an "investment company" as defined under the United States Investment Company Act of 1940, as amended; (o) the Shares are listed on The New York Stock Exchange; (p) neither the Selling Shareholder nor any of its affiliates nor any person acting on its or their behalf has or will have, directly or indirectly, bid for, purchased or attempted to induce any person to bid for or purchased any Shares or any securities which may, in the whole or in part, affect the value of the Shares; (q) none of the Selling Shareholder, any of its subsidiaries or any director, officer, agent, employee or affiliate of the Selling Shareholder or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"); and the Selling Shareholder will not directly or indirectly use (or authorize or enable others to use) the proceeds of the offering of the Offered Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing or otherwise furthering the activities of any person subject to any U.S. sanctions administered by OFAC; 4 (r) none of the Selling Shareholder, any of its subsidiaries or any director, officer, agent, employee or affiliate of the Selling Shareholder or any of its subsidiaries does any business with countries, entities or persons subject to any U.S. sanctions administered by the OFAC, or to any enabling legislation or executive order relating thereto, or any person or entity in those countries or with those persons, or perform contracts in support of projects in or for the benefit of those countries or those persons; (s) all statements of fact contained in any Announcement (as defined in Section "Announcements" below) with respect to the Selling Shareholder are true and accurate in all material respects, and are not misleading in any material respect, and there are no facts or matters which are not disclosed in the Announcement the omission of which makes the Announcement misleading in any material respect and all statements and expressions of opinions, intention or expectation therein are made on reasonable grounds (after due and proper consideration) and are fairly based and honestly held and the Selling Shareholder does not disagree in any material respect with any such statements or expressions; (t) the Selling Shareholder does not have rights to a claim of sovereign immunity with respect to or arising from its obligations to the Placement Agent herein; and (u) the Selling Shareholder has the power to submit, and pursuant to Section 11 of this Placement Agreement, has legally, validly, effectively and irrevocably submitted, to the jurisdiction of the courts of Hong Kong, and has the power to designate, appoint and empower, and pursuant to Section 11 of this Placement Agreement, has legally, validly and effectively designated, appointed and empowered, an agent for service of process in any suit or proceeding based on or arising under this Placement Agreement in the courts of Hong Kong. 1A. Placement Agent's representations and warranties 1A.1 The Placement Agent warrants to the Selling Shareholder and acknowledges and undertakes that as far as it is aware: 1A.1.1 neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of "general solicitation" or "general advertising" (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Offered Shares in the United States; 1A.1.2 neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to Offered Shares offered or sold outside the United States in reliance on Regulation S; 5 1A.1.3 neither it nor any of its affiliates nor any person acting on its or their behalf has offered or sold, and will not offer or sell, and neither has procured nor will procure purchasers to purchase or procure, any Offered Shares as part of their distribution except in accordance with Regulation S or in accordance with an exemption from the registration requirements of the Securities Act, it being understood that any offeree of or purchaser of Offered Shares which is located in the United States or is a US Person shall be reasonably believed to be a qualified institutional buyers as defined in the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"); and 1A.1.4 it has and will not take any action in any jurisdiction that would permit a public offering of the Offered Shares. 2. Closing. (a) The Placement Agent shall inform the Selling Shareholder in writing of the number of Offered Shares placed by the Placement Agent under this Placement Agreement (the "Placed Shares") by 11 p.m. on 12 November 2007 (Hong Kong local time). Completion of the sale and purchase of the Placed Shares shall take place on 15 November 2007 (the "Closing Date"), or such other date as the Selling Shareholder and the Placement Agent may agree in writing. Completion of the transfer of the Placed Shares shall take place in CCASS on a free of payment basis. At or before 10:30 a.m. on the Closing Date, the Selling Shareholder shall procure that its designated CCASS participant inputs free of payment delivery instructions in CCASS to deliver the Placed Shares on the Closing Date in accordance with this Placement Agreement and the General Rules and the Operational Procedures to the CCASS stock accounts of the relevant CCASS participant(s) of the Placement Agent as provided to the Selling Shareholder by the Placement Agent prior to the Closing Date. As soon as practicable after the date of this Placement Agreement or otherwise in accordance with the rules of the Stock Exchange, Citi may, in its sole discretion, cause the sale and purchase of the Placed Shares to be input into the Automatic Order Matching System as operated by the Stock Exchange. (b) The Selling Shareholder shall procure that the Placed Shares delivered at the Closing Date in accordance with Section 2(a) shall be free from all liens, charges and encumbrances, and together with all rights attaching to them as at the date of this Placement Agreement, including the right to receive all dividends declared, made or paid on or after the date of this Placement Agreement. (c) Against compliance by the Selling Shareholder with its obligations pursuant to Sections 2(a) and 2(b) and subject to Section 6, the Placement Agent shall, on the Closing Date, make or procure the 6 making of payment to the Selling Shareholder in Hong Kong dollars of the aggregate Purchase Price of the Placed Shares (less the commissions and expenses payable by the Selling Shareholder referred to in Section 3), the payment of which shall constitute a complete discharge of the Placement Agent's obligations to act as the Selling Shareholder's agent to use its best efforts to procure purchasers for the Offered Shares hereunder. Such payment shall be made for value on the Closing Date and to such bank account held with a leading bank in Hong Kong as may be notified by the Selling Shareholder to the Placement Agent at least one business day before the Closing Date. 3. Fees and Commissions. (a) In consideration of the agreement by the Placement Agent to act as the Selling Shareholder's agent and use its best efforts to procure purchasers for the Offered Shares and to procure the payment for the Placed Shares, the Selling Shareholder shall pay to the Placement Agent the following: (i) a commission: (A) in the event that the number of Offered Shares placed by the Placement Agent under this Placement Agreement is less than 94,193,000 Shares, of 1% of the aggregate Purchase Price for the Placed Shares, which amounts the Placement Agent is authorised to deduct in accordance with sub-section 3(c) below, from the payments to be made by it to the Selling Shareholder, or (B) in the event that the number of Offered Shares placed by the Placement Agent under this Placement Agreement is equal to 94,193,000 Shares, of HK$22,791,588.50, which amounts the Placement Agent is authorised to deduct in accordance with sub-section 3(c) below, from the payments to be made by it to the Selling Shareholder; (ii) stamp duty at the rate of HK$1.00 per HK$1,000 on the aggregate Purchase Price for the Placed Shares, which amounts the Placement Agent is hereby authorized to deduct in accordance with sub-section 3(c) below, from the payments to be made by it to the Selling Shareholder for the purposes of paying on the Selling Shareholder's behalf such duty; and 7 (iii) transaction levy levied by the Securities and Futures Commission of Hong Kong ("SFC") at the prevailing applicable rate (0.004%) and Stock Exchange trading fee at the prevailing applicable rate (0.005%) on the aggregate Purchase Price for the Placed Shares, which amounts the Placement Agent is hereby authorized to deduct in accordance with sub-section 3(c) below from the payments to be made by it to the Selling Shareholder for the purposes of paying on the Selling Shareholder's behalf such levy and trading fee. (b) The Placement Agent and the Selling Shareholder shall each bear its respective own legal costs and all other out-of-pocket expenses relating to the transactions contemplated under this Placement Agreement. (c) The Placement Agent is hereby authorized to deduct the commissions and expenses referred to in Sections 3(a)(i) - (iii) from the proceeds payable to the Selling Shareholder solely for the purposes specified therein (where applicable). (d) All payment to be made by the Selling Shareholder pursuant to this Clause 3 shall be made in full without any set-off, deduction or withholding whatsoever. In the event that any set-off, deduction or withholding is required by law to be made from such payments, the amount payable shall be grossed-up so that the payee of such payment receives the full amount which would have been received without such set-off, deduction or withholding. 4. Conditions Precedent. The obligations of the Placement Agent hereunder shall be subject in its discretion to (i) the condition that all representations and warranties and other statements of the Selling Shareholder herein are, at and as of the Closing Date, true and correct, and (ii) the condition that the Selling Shareholder shall have performed its obligations hereunder theretofore to be performed. 5. Indemnity. (a) The Selling Shareholder will indemnify and hold harmless the Placement Agent, its officers, directors, employees and its affiliates and each person, if any, who controls, or is under common control with, such Placement Agent, with the term "control" having the meaning ascribed to it in Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Placement Agent may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any 8 breach of any of the representations and warranties of the Selling Shareholder contained herein or relate to or arise in connection with the offer of the Offered Shares and/or the sale and purchase of the Placed Shares contemplated hereby or any other matter or activities referred to or contemplated by this Placement Agreement, including any losses, claims, damages or liabilities arising out of or based upon the Selling Shareholder's failure to perform its obligations under this Placement Agreement, other than any losses, claims, damages or liabilities that have been finally judicially determined to have resulted directly from the Placement Agent's material breach of its obligations hereunder and will reimburse the Placement Agent for any legal or other expenses incurred by the Placement Agent in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (b) The Selling Shareholder shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) above, then the Selling Shareholder shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Selling Shareholder on the one hand and the Placement Agent on the other from the offering by the Selling Shareholder of the Offered Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Selling Shareholder on the one hand and the Placement Agent on the other in connection with any matter or activities referred to or contemplated by this Placement Agreement as well as any other relevant equitable considerations. The relative benefits received by the Selling Shareholder on the one hand and the Placement Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Placing (before deducting expenses) received by the Selling Shareholder bear to the total discounts and commissions received by the Placement Agent from the Selling Shareholder under this Placement Agreement. The 9 relative fault shall be determined by reference to, among other things, the representations, warranties or undertakings that resulted in such losses, claims, damages or liabilities, as well as any other relevant considerations. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (c) shall be deemed to include any legal or other expenses incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (c). (d) The obligations of the Selling Shareholder under this Section "Indemnity" shall be in addition to any liability which the Selling Shareholder may otherwise have and shall extend, upon the same terms and conditions, to the directors, officers, employees and controlling persons within the meaning of the Securities Act or the Exchange Act, as the case may be, of the Placement Agent and each of its affiliates within the meaning of the Securities Act or Exchange Act (and shall include the partners of any such affiliates). (e) Each indemnified party under this subsection (e) shall have the right to enforce its rights against the Selling Shareholder under this Section "Indemnity" provided that, save to the extent notified in writing to the relevant indemnified party, the Placement Agent (without obligation) will have the sole conduct of any action to enforce such rights or settle any action or claim on behalf of the relevant indemnified person. Save as provided in this subsection (e), indemnified parties other than the Placement Agent will not be entitled directly to enforce their rights against any indemnifying party under this Placement Agreement. The Placement Agent and the Selling Shareholder may agree to terminate this Placement Agreement or vary any of its terms without the consent of any indemnified person and the Placement Agent will have no responsibility to any indemnified person under or as a result of this Placement Agreement. Each of the obligations of the Selling Shareholder set forth in this Section "Indemnity" shall survive termination of this Placement Agreement. 6. Termination. (a) Notwithstanding anything contained herein, the Placement Agent may by notice to the Selling Shareholder terminate this Placement Agreement if any of the following shall occur on or after the date of this Placement Agreement: (i) a breach of, or any event rendering untrue or incorrect in any respect any of the warranties and representations contained herein or any failure to perform any of the undertakings or agreement in this Placement 10 Agreement; (ii) any change or development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any of the Company's securities, on the Stock Exchange of Hong Kong, the London Stock Exchange, the New York Stock Exchange or the Nasdaq) or currency exchange rates or foreign exchange rates or foreign exchange controls; (iii) a general moratorium on commercial banking activities in Hong Kong, London or New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the United Kingdom or the United States; (iv) a change or development involving a prospective change in the condition, business, results of operations or prospects of the Company and its subsidiaries as a whole from that set forth in the Company's most recent annual report or subsequent information releases issued prior to the date hereof in the judgment of Citi, is material and adverse and that makes it impracticable to conduct the placement of the Offered Shares in the manner contemplated herein; (v) a change or development involving a prospective change in taxation adversely affecting the Company, the Offered Shares or the transfer thereof; or (vi) any outbreak or escalation of hostilities or act of terrorism involving Hong Kong, the United Kingdom or the United States or the declaration by Hong Kong, the United Kingdom or the United States of a national emergency or war; which in the case of clauses (ii) and (vi) would in Citi's judgment, be likely to prejudice materially the success of the offer and distribution of the Offered Shares or dealing in the Offered Shares in the secondary market. (b) Each of the respective indemnities, agreements, representations, warranties and other statements by or on behalf of the Selling Shareholder, as set forth in this Placement Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Placement Agent or any controlling person of the Placement Agent, and shall survive delivery of and payment for the Placed Shares. (c) The Placement Agent shall have the right to terminate its obligations under this Placement Agreement if the Placed Shares are not delivered by or on behalf of the Selling Shareholder as provided herein or to effect the purchase of such Placed Shares as are delivered without relieving the Selling Shareholder from liability for default. 7. Announcements. The Placement Agent and the Selling Shareholder agrees, should the transactions contemplated by this Placement Agreement be the subject of a press release, that the contents of that 11 press release will be jointly agreed by them and used jointly by them on or after the date on which this Placement Agreement is executed. Except for such joint press release, the transactions contemplated by this Placement Agreement may not publicly be disclosed to any third party or otherwise publicly referred to by either party without the prior written consent of the other party. Notwithstanding the foregoing, the Selling Shareholder and the Placement Agent are entitled to notify the Company and any relevant stock exchange of the occurrence of its holding of the Shares in the Company falling below or rising above any applicable threshold. 8. Selling Shareholder's Covenants. The Selling Shareholder covenants and agrees with the Placement Agent that: (a) except for a transfer of Shares by the Selling Shareholder to a wholly owned subsidiary or to a wholly owned subsidiary of its holding company (and the Selling Shareholder shall procure such transferee(s) to comply with the provisions of this paragraph (a) below), the Selling Shareholder will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional Shares or securities convertible into or exchangeable or exercisable for Shares or any derivative instruments relating to the Shares or deposit any such securities in an American or Global Depositary Receipt facility during the period commencing on the date hereof and ending on the date 90 days after the date of the Closing Date, in each case without the prior written consent (not to be unreasonably withheld) of the Placement Agent; (b) the Selling Shareholder will promptly pay or transfer to or to the order of the Placement Agent on behalf of the purchasers of the Placed Shares upon receipt, any dividend or distribution declared by the Company in respect of the Shares for which a record date occurs on or after the date of this Placement Agreement; (c) the Selling Shareholder shall forthwith notify the Placement Agent of any change affecting any of the representations and warranties contained in Section "Selling Shareholder Representations and Warranties" which occur at any time before the Closing Date; (d) if, at any time prior to the Closing Date, the Selling Shareholder has knowledge of the occurrence of any event as a result of which the information contained in the Company Information would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Selling Shareholder will promptly notify the Placement Agent thereof and the reasons therefore; 12 (e) the Selling Shareholder will provide the Placement Agent, at its request, with all such information known to it or which on reasonable enquiry ought to be known to it and relating to the Company and its subsidiaries or otherwise as may be reasonably required by the Placement Agent in connection with the Placing for the purposes of complying with all requirements of applicable law (including any due diligence defences) or of the Stock Exchange or of the SFC; (f) the Selling Shareholder shall do, or procure the doing of, all such other acts and things as may be reasonably required to be done by it to carry into effect the Placing in accordance with the terms of this Placement Agreement; (g) if this Placement Agreement is terminated pursuant to Clause 6, the Selling Shareholder shall remain liable to the Placement Agent for the payment of all costs, charges and expenses referred to in Clauses 3(a)(ii) and (iii) to the extent already incurred in accordance with the terms of this Placement Agreement; and (h) the Selling Shareholder hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in Clause 3(a), the Placement Agent shall be entitled to keep for its own account any brokerage, fees or commissions that it may receive from the purchasers of the Placed Shares. 9. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Placement Agent shall be delivered or sent by mail, telex or facsimile transmission. The address and facsimile number of Citi and the Selling Shareholder are as follows (unless modifications are notified to each of the parties hereto upon not less than five business days' notice): (a) Citi: Citigroup Global Markets Asia Limited, 50/F Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong; Attn: Edward Lam; Phone: +852 2501 2815 Fax: +852 3018 7167; (b) Selling Shareholder: Orascom Telecom Eurasia Limited, Nile City Towers, South Tower 27th Floor, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt; Attn: Ragy Soliman; Phone: +202 461 5050 /5051 Fax: +20 2 461 5165 13 10. Miscellaneous. This Placement Agreement shall be binding upon, and inure solely to the benefit of, the Placement Agent and the Selling Shareholder and, to the extent provided herein, any directors, officers, employees and controlling persons of the Placement Agent, and their heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Placement Agreement. No purchaser of any of the Placed Shares shall be deemed a successor or assign by reason merely of such purchase. Unless otherwise specified herein, all references herein to date and time shall mean the local time at Hong Kong. 11. Jurisdictions. The Selling Shareholder hereby irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong in any suit or proceeding arising out of or relating to this Placement Agreement or the transactions contemplated hereby and the Selling Shareholder irrevocably waives any objection which it may now or hereafter have to the service of process or the laying of venue in connection with any such proceeding. The Selling Shareholder irrevocably appoints The Law Debenture Corporation (H.K.) Limited of Room 3105, Alexandra House, 18 Chater Road, Central, Hong Kong, as its authorized agent upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Selling Shareholder, by the person serving the same to the address provided in the Section "Notices", shall be deemed in every respect effective service of process upon the Selling Shareholder in any such suit or proceeding. If for any reason such agent shall cease to be such agent for service of process, the Selling Shareholder shall forthwith appoint a new agent for service of process in Hong Kong and deliver to the Placement Agent a copy of the new agent's acceptance of that appointment within 30 days. 12. Governing Law. This Placement Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong without regard to principles of conflicts of laws to the extent the application of such principles would cause the laws of a different state to apply. 14 13. Execution. This Placement Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding, please sign and return to us three (3) original counterparts hereof, and upon the acceptance hereof by you, this Placement Agreement and such acceptance hereof shall constitute a binding agreement between the Selling Shareholder and the Placement Agent. Very truly yours, CITIGROUP GLOBAL MARKETS ASIA LIMITED By: /s/ Edward Lam ------------------------------------------------- Name: Edward Lam Title: Director, Head of Hong Kong Investment Banking Accepted and agreed: ORASCOM TELECOM EURASIA LIMITED By: ------------------------------------------------- Name: Title: 15 13. Execution. This Placement Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding, please sign and return to us three (3) original counterparts hereof, and upon the acceptance hereof by you, this Placement Agreement and such acceptance hereof shall constitute a binding agreement between the Selling Shareholder and the Placement Agent. Very truly yours, CITIGROUP GLOBAL MARKETS ASIA LIMITED By: ------------------------------------------------- Name: Title: Accepted and agreed: ORASCOM TELECOM EURASIA LIMITED By: /s/ Ragy Soliman ------------------------------------------------- Name: Ragy Soliman Title: General Counsel 15 Schedule A Number of Shares Number of to be sold Shares ("Offered Selling Shareholder Owned Shares") - --------------------------------------- ----------- ---------- Orascom Telecom Eurasia Limited Limited 774,327,172 94,193,000 16 EX-10.3 4 ex_10-3.txt YUDA SHARE PURCHASE AGREEMENT Execution version ================================================================================ 4 December 2007 SHARE PURCHASE AGREEMENT amongst YUDA LIMITED and ORASCOM TELECOM EURASIA LIMITED and ORASCOM TELECOM HOLDING S.A.E. ================================================================================ TABLE OF CONTENTS Page 1. INTERPRETATION.............................................................1 2. SALE AND PURCHASE..........................................................5 3. CONSIDERATION..............................................................5 3A. CONDITIONS.................................................................6 4. PRE-CLOSING OBLIGATIONS....................................................6 5. CLOSING....................................................................7 6. SELLER'S AND OTH'S WARRANTIES..............................................7 7. PURCHASER'S WARRANTIES.....................................................8 8. OTH'S GUARANTEE............................................................8 9. CONFIDENTIALITY AND ANNOUNCEMENTS..........................................9 10. ASSIGNMENT................................................................10 11. FURTHER ASSURANCE.........................................................10 12. ENTIRE AGREEMENT..........................................................10 13. SEVERANCE AND VALIDITY....................................................10 14. VARIATIONS................................................................10 15. REMEDIES AND WAIVERS......................................................10 16. EFFECT OF CLOSING.........................................................11 17. SURVIVAL AND RIGHTS OF RESCISSION.........................................11 18. THIRD PARTY RIGHTS........................................................11 19. PAYMENTS..................................................................11 20. COSTS AND EXPENSES........................................................11 21. NOTICES...................................................................12 22. COUNTERPARTS..............................................................13 23. GOVERNING LAW AND JURISDICTION............................................13 24. AGENT FOR SERVICE OF PROCESS..............................................13 THE SCHEDULE : WARRANTIES.....................................................15 (i) THIS AGREEMENT is made on the 4 day of December 2007 BETWEEN: (1) YUDA LIMITED, a company incorporated in the British Virgin Islands whose registered office is at Pasea Estate, Road Town, Tortola, the British Virgin Islands (the "Purchaser"); (2) ORASCOM TELECOM EURASIA LIMITED, a company established in accordance with the laws of the British Virgin Islands whose registered office is at 1, 17, Sir Augustus Bartolo Street, Ta' Xinex, Malta (the "Seller"); and (4) ORASCOM TELECOM HOLDING S.A.E., a company established in accordance with the laws of the Arab Republic of Egypt whose principal place of business is at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt (the "OTH"). WHEREAS: (A) The Seller, a wholly owned subsidiary of OTH, has agreed to sell and the Purchaser has agreed to purchase, the Sale Shares (as defined in Clause 1.1 (Interpretation)) on the terms and conditions of this Agreement. (B) OTH has agreed to give the guarantee set forth in Clause 8 (OTH's Guarantee), and to undertake certain other obligations as set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement: "Affiliates" means, with respect to any company, its subsidiaries or holding companies or any subsidiaries of such holding companies. "Business Day" means a day (other than a Saturday or Sunday or a public holiday) when commercial banks generally open for business in Hong Kong and the Arab Republic of Egypt. "Cayman Islands Register of means the register of members of the Members" Company kept and maintained in the Cayman Islands from time to time. "Cayman Islands Register of means the register of transfers of shares Transfers" of the Company kept and maintained in the Cayman Islands from time to time. "Closing" means the closing of the sale and purchase of the Sale Shares in accordance with the terms of this 1 Agreement. "Closing Date" 4 January 2008 or such earlier date as the parties hereto may agree in writing. "Conditions" has the meaning given to it in Clause 3A.1. "Companies Ordinance" means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. "Company" means Hutchison Telecommunications International Limited, a company incorporated under the laws of the Cayman Islands, and whose shares are listed on the Stock Exchange (Stock Code: 2332), and whose American depositary shares are listed on the New York Stock Exchange, Inc. (Ticker: HTX). "Consideration" means the consideration payable in HK$ in immediately available funds being the aggregate Purchase Price for the Sale Shares as set out in Clause 3 (Consideration). "Encumbrance" means liens, security interests, options, rights of first refusal, rights of first offer, tag along rights, claims, mortgages, charges, licences to third parties, leases to third parties or security agreements or any other material restrictions or limitations on the use of real or personal property or irregularitiesin title thereto. "Financing Parties" means those banks and financial institutions and institutional and professional investors that provide finance from time to time to the Seller and its Affiliates where such finance is secured by the Sale Shares; and "Financing Party" shall be construed accordingly. "Governmental Authority" means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental, self-regulatory or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, which shall include where applicable, the Stock Exchange, the Cairo and Alexandria Stock Exchange, the Hong Kong Securities and Futures Commission and the US Securities and Exchange Commission. "HK$" or "Hong Kong the lawful currency of Hong Kong. 2 Dollars" "holding company" has the meaning given to it in the Companies Ordinance. "Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China. "HWL" means Hutchison Whampoa Limited of 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. "Law" means any statute, law, ordinance, rule, regulation or guidelines of any Governmental Authority. "Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange. "Long Stop Time" means 5:00 p.m. on 3 January, 2008 (Hong Kong time). "Loss" or "Losses" means any and all losses, claims, liabilities, damages, judgments, proceedings, arbitration, assessments, charges, fines and penalties, interest, reasonable costs and expenses, including reasonable expenses of investigation and enforcement of any claim or indemnity and all reasonable legal and other professional fees and expenses. "Person" means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an incorporated organisation and a Governmental Authority. "Purchase Price" means HK$11.00 per Sale Share. "Purchaser's Warranties" means the representations and warranties by the Purchaser referred to in Clause 8.1 (Purchaser's Warranties). "Register of Members" means the register of members of the Company kept and maintained by its Hong Kong branch share registrar. "Sale Shares" means 239,108,144 Shares in the issued share capital of the Company. "Security Agent" means a security or collateral agent and any replacement or successor thereof, acting for the benefit of the Financing Parties. "Seller's Designated means such bank account as designated in writing by 3 Account" the Seller (or the Security Agent) to the Purchaser at least 5 Business Days prior to the Closing Date for effecting transfer of the Consideration pursuant to the terms hereof. "Shares" means ordinary shares of nominal value HK$0.25 each in the share capital of the Company. "Stock Exchange" means The Stock Exchange of Hong Kong Limited. "subsidiary" has the meaning given to it in the Companies Ordinance. "Tax" or "Taxation" means any income, gross receipts, withholding, sales or value added tax. "Transaction Documents" means this Agreement and other documents contemplated to be executed and exchanged prior to or at Closing. "Warranties" means the representations and warranties in Clause 7.1 (Seller's and OTH's Warranties) and set out in the Schedule (Warranties). 1.2 In this Agreement, unless the context otherwise requires: (i) any reference in this Agreement to "writing" or comparable expressions includes a reference to facsimile transmission or comparable means of communication (excluding, for the avoidance of doubt, email); (ii) words expressed in the singular number shall include the plural and vice versa, words expressed in the masculine shall include the feminine and neuter gender and vice versa; (iii) references to Clauses, Schedules and Recitals are references to clauses, schedules and recitals of this Agreement; (iv) reference to "day" or "days" are to calendar days; (v) this "Agreement" or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented; (vi) "include," "includes," and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of similar import; (vii) the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement; 4 (viii) references herein to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions and shall include any provisions of which they are re-enactments (whether with or without modification) but in each case as at the date of this Agreement; (ix) references to a "company" include any company, corporation or other body corporate wherever and however incorporated or established; (x) references to "party" or "parties" are to a party to or the parties to this Agreement; and (xi) references to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term. 1.3 The Schedule to this Agreement is incorporated into and form an integral part of this Agreement. 2. SALE AND PURCHASE 2.1 The Seller shall sell and the Purchaser shall purchase the Sale Shares with all rights now or in the future attaching to them (including the right to receive all dividends, distributions or any return of capital declared, made or paid on or after the date of this Agreement) on the terms and conditions of this Agreement. 2.2 The Seller covenants and confirms that, subject only to satisfaction of the Conditions, it has the right to transfer legal and beneficial title to the Sale Shares. 2.3 The Seller covenants and confirms that the Sale Shares shall be sold and purchased at Closing free from all Encumbrances. 2.4 The Seller waives and shall procure the waiver of any restrictions on transfer (including all pre-emption rights) which may exist in relation to the Sale Shares. 2.5 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously. 3. CONSIDERATION The consideration for the sale and purchase of the Sale Shares shall be the payment of the sum of HK$2,630,189,584 (Hong Kong Dollars Two Billion Six Hundred and Thirty Million One Hundred and Eighty Nine Thousand Five Hundred and Eighty Four Only) at Closing in accordance with Clause 5.2. 5 3A. CONDITION 3A.1 The agreement to sell and purchase the Sale Shares contained in Clause 2 is conditional upon the delivery to the Seller of: (i) a deed of release relating to the security over the Sale Shares previously granted in favour of the Security Agent, and executed by the Security Agent and/or such other Financing Party or Parties as may be required for this purpose; and (ii) any other consents required by the Security Agent or any such Financing Party or Parties for the transfer of the Sale Shares pursuant to the terms of the financing secured by the Sale Shares (the "Conditions"). 3A.2 The Seller shall use its best endeavours to ensure that the Conditions are fulfilled promptly after the date of this Agreement, and in any event on or before the Long Stop Time. The Seller shall notify the Purchaser in writing promptly upon becoming aware that the Conditions have been fulfilled. 3A.3 If the Conditions are not fulfilled by the Long Stop Time, the Purchaser shall be entitled to terminate this Agreement by written notice to the others. In such event none of the parties shall have any claim under this Agreement of any nature whatsoever against the others except in respect of any rights and liabilities which have accrued before such termination. 4. PRE-CLOSING OBLIGATIONS 4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser: (a) a written request in the prescribed form for removal of the Sale Shares registered in the name of the Security Agent (or its nominee) from the Register of Members to the Cayman Islands Register of Members; (b) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser as of and with effect from the Closing Date) and each of the other Transaction Documents to which it is a party; (c) a certified extract of the written resolutions of the directors of OTH approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; (d) a certified copy of each power of attorney (if any) under which any document to be delivered to the Purchaser has been executed; and (e) an original incumbency certificate from the registered agent of the Seller in the British Virgin Islands (or its equivalent in Malta) dated prior to the date of this Agreement. 6 4.2 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Purchaser shall deliver to the Seller: (a) deliver to the Seller a certified extract of the resolutions of the directors of the Purchaser approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; and (b) deliver to the Seller a certified copy of each power of attorney (if any) under which any document to be delivered to the Seller has been executed. 5. CLOSING 5.1 Subject to fulfilment of the Conditions, Closing shall take place at 12 noon, Hong Kong time, on the Closing Date at the offices of HWL at 22/F, Hutchison House, 10 Harcourt Road, Hong Kong or at such other time or place as is agreed in writing by the Seller and the Purchaser. 5.2 At Closing and against delivery to the Seller of a copy irrevocable instructions issued for payment of the full amount of the Consideration into the Seller's Designated Account by wire transfer, the Seller shall: (i) deliver or procure the delivery to the Purchaser or a Person designated by the Purchaser of a stock transfer form in relation to the transfer of the Sale Shares to the Purchaser duly executed by the Seller or the Security Agent (or its nominee); (ii) provide such assistance as the Purchaser may reasonably require for effecting registration of the transfer of the Sale Shares to the Purchaser as of the Closing Date; and (iii) deliver or procure that there be delivered to the Purchaser or a Person designated by the Purchaser an original share certificate issued by the Company in the name of the Seller or the Security Agent (or its nominee) representing the Sale Shares for cancellation. 5.3 If the provisions of Clause 5.2 are not complied with on the Closing Date, the Purchaser shall not be obliged to complete this Agreement and may treat this Agreement as terminated for breach of condition and require immediate repayment of the Consideration to the extent received in the Seller's Designated Account by the Seller (without limiting the Purchaser's rights and remedies under this Agreement). 6. SELLER'S AND OTH'S WARRANTIES 6.1 The Seller hereby represents and warrants to the Purchaser that each of the Warranties is true and accurate in all respects and not misleading as at the date of this Agreement. 6.2 OTH hereby represents and warrants to the Purchaser that each of Warranty 1.1(ii) and, insofar as they relate to OTH, Warranties 1.2(i), (ii) and (iii) and 1.3(ii) are true and accurate in all respects and not misleading as at the date of this Agreement. 7 6.3 The Seller and OTH acknowledge that the Purchaser are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Warranties. 6.4 Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement. 7. PURCHASER'S WARRANTIES 7.1 The Purchaser hereby represents and warrants to the Seller and OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement: (i) The Purchaser is wholly owned and controlled ultimately by Mr Li Ka-shing and is a corporation duly organised, validly existing and in good standing under the laws of the British Virgin Islands. (ii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser. (iii) The Purchaser has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby and thereby. (iv) The entry into and performance of the Transaction Documents to which the Purchaser is a party will not constitute a breach by the Purchaser of or default under: (A) any provision of the organisational documents of the Purchaser; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Purchaser is bound; or (C) any Law applicable to the Purchaser; 7.2 Each of the Purchaser's Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Purchaser's Warranty or by anything in this Agreement. 7.3 The Purchaser acknowledges that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser's Warranties. 8. OTH'S GUARANTEE 8.1 In consideration of the Purchaser entering into this Agreement, OTH unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and payment by the Seller of all its financial and other obligations under or pursuant to this Agreement (the "Seller's Guaranteed Obligations"). 8.2 If and whenever the Seller defaults for any reason whatsoever in the performance of any of the Seller's Guaranteed Obligations, OTH shall immediately upon demand 8 unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Seller's Guaranteed Obligations as if it was the principal obligor in regard to which such default has been made. 8.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Seller's Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser may now or hereafter have or hold for the performance and observance of the Seller's Guaranteed Obligations. 8.4 As a separate and independent obligation, OTH agrees (as primary obligor and not only as surety) to indemnify, defend and hold harmless the Purchaser from time to time (without set-off or counterclaim) from and against any and all Losses suffered by the Purchaser to the extent of any relevant limit on the liability of the Seller in this Agreement as a result of (i) the failure by the Seller to perform any of the Seller's Guaranteed Obligations; or (ii) any of the Seller's Guaranteed Obligations (including, without limitation, any moneys payable) not being enforceable, effective against or recoverable from the Seller by reason of any legal limitation, disability or incapacity on or of the Seller or any other fact or circumstances whatsoever (other than any limitation imposed by this Agreement). The amount of the Loss or of any payment to be made by OTH pursuant to this Clause 8.4 or any other provision of this Clause 8 shall be equal to, and shall in no circumstances exceed, the amount which the Purchaser would otherwise have been entitled to recover from the Seller under the terms of this Agreement. 8.5 The liability of OTH under this Clause 8: (i) shall not be released or diminished by any variation of the Seller's Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Seller's Guaranteed Obligations or any granting of time for such performance; and (ii) shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor. 8.6 OTH waives any right it may have of first requiring the Purchaser to proceed against the Seller before claiming from OTH under this Clause 8. 9. CONFIDENTIALITY AND ANNOUNCEMENTS No announcement, statement, press conference or other communication shall be (or authorised to be) made, released, issued or held by or on behalf of any party or its directors, officers, employees, agents or advisers before, on or after Closing concerning this Agreement, or the subject matter or provisions of, or transactions or matters referred to in or contemplated by, or negotiations leading to, this Agreement,; provided that nothing in the foregoing shall prohibit the issue or release by any party of any announcement or circular if and to the extent required by law or any regulatory body or the rules of any recognised stock exchange, including the Stock Exchange, New York Stock Exchange, Inc. and the Cairo and Alexandria Stock Exchange, on which the shares of such party, its Affiliates or the Company are listed but the party 9 with an obligation to issue or release an announcement or a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation. 10. ASSIGNMENT This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto without the express written consent of the other parties hereto. 11. FURTHER ASSURANCE The Seller and OTH shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Purchaser to give full effect to this Agreement and its rights, powers and remedies under this Agreement. The Purchaser shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Seller and OTH to give full effect to this Agreement and its rights, powers and remedies under this Agreement. 12. ENTIRE AGREEMENT This Agreement, together with each other Transaction Documents, constitute the whole agreement between the parties and supersedes any previous arrangements or agreements between them relating to the sale and purchase of the Sale Shares. 13. SEVERANCE AND VALIDITY 13.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. 13.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 13.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 13.1, not be affected. 14. VARIATIONS No variation of this Agreement shall be effective unless in writing and signed by the parties. 15. REMEDIES AND WAIVERS 15.1 No waiver of any right under this Agreement shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given. 10 15.2 No delay or omission by any party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy. 15.3 The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy. 15.3 The single and partial exercise of a right or remedy under this Agreement shall not preclude any rights or remedies provided by law. 15.4 The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law. 16. EFFECT OF CLOSING The provisions of this Agreement which remain to be performed following Closing shall continue in full force and effect notwithstanding Closing. 17. SURVIVAL AND RIGHTS OF RESCISSION 17.1 Subject to Clause 5.3, no party shall have any right to rescind this Agreement under any circumstance. 17.2 The representations and warranties of any party contained in this Agreement shall survive the sale and purchase of the Sale Shares pursuant to this Agreement. 18. THIRD PARTY RIGHTS This Agreement is made for the benefit of the parties, their successors and permitted assigns and is not intended to benefit or be enforceable by any other person. 19. PAYMENTS 19.1 Any amount payable by the Seller or OTH to the Purchaser or by the Purchaser to the Seller or OTH shall be made in full without set-off or counter-claim and free from any deduction or withholding whatsoever, except as required by law. 19.2 If any deduction or withholding is required by law to be made from any payment or if the recipient is subject to Tax in respect of such payment, the payer shall increase the amount of the payment to the extent necessary to ensure that the net amount received and retained by the recipient (after taking into account all deductions, withholdings or Tax) is equal to the amount it would have received had the payment not been subject to any such deductions, withholdings or Tax. 20. COSTS AND EXPENSES 20.1 Except as provided otherwise, each party shall pay its own costs and expenses in connection with the negotiations, preparation and performance of this Agreement and the other Transaction Documents. 20.2 Any transfer, registration, stamp, documentary or similar taxes chargeable in connection with the transfer of the Sale Shares under this Agreement shall be borne equally by the Seller and the Purchaser. The Seller and the Purchaser shall co-operate in minimising any such taxes and in the timely making of all filings, returns, reports and forms as may be required in connection therewith. 11 21. NOTICES 21.1 Any notice or other communication to be given under or in connection with this Agreement ("Notice") shall be in the English language in writing and signed by or on behalf of the party giving it and marked for the attention of the relevant party. A Notice may be delivered personally or sent by fax, pre-paid recorded delivery or pre paid registered airmail to the address or fax number provided in Clause 21.3. 21.2 A Notice shall be deemed to have been received: (i) at the time of delivery if delivered personally; (ii) at the time of transmission if sent by fax; (iii) two Business Days after the time and date of posting if sent by pre-paid recorded delivery; or (iv) five Business Days after the time and date of posting if sent by pre-paid registered airmail, provided that if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day. References to time in this Clause 21 are to local time in the country of the addressee. 21.3 The addresses and fax numbers for service of Notice are: Purchaser: Name: Yuda Limited Address: c/o 7th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong For the attention of: Ms. Ezra Pau Fax number: (852) 2537 8184 Seller: Name: Orascom Telecom Eurasia Limited Address: c/o 2005A Nile City Towers - South Tower Cornish El Nile Ramlet Beaulac - 11221 Cairo, Egypt For the attention of: Legal Department Fax number: 202 2461 5055 12 OTH Name: Orascom Telecom Holding S.A.E. Address: 2005A Nile City Towers - South Tower Cornish El Nile Ramlet Beaulac Cairo Egypt For the attention of: Mr. Naguib Sawiris, Chairman & CEO Fax number: 202 2461 5055 With a copy to: Orascom Telecom Holding S.A.E. Address: 2005A Nile City Towers - South Tower Cornish El Nile Ramlet Beaulac Cairo Egypt For the attention of: Legal Department Fax number: 202 2461 5165 21.4 A party shall notify the other parties of any change to its address in accordance with the provisions of this Clause 21 provided that such notification shall only be effective on the later of the date specified in the notification and 5 (five) Business Days after deemed receipt. 22. COUNTERPARTS This Agreement may be executed in counterparts and shall be effective when each party has executed a counterpart. Each counterpart shall constitute an original of this Agreement and all counterparts taken together shall constitute one and the same agreement. Delivery of a facsimile executed counterpart of the signature page shall be effective as delivery of an original executed counterpart of this Agreement. 23. GOVERNING LAW AND JURISDICTION 23.1 This Agreement shall be governed by and construed in accordance with English law. 23.2 The parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and proceedings in respect of any dispute may be brought in such courts. 24. AGENT FOR SERVICE OF PROCESS 24.1 The Purchaser irrevocably appoints Hutchison Whampoa Agents (UK) Limited of Hutchison House, 5 Hester Road, Battersea, London SW11 4AN, the United Kingdom and each of the Seller and OTH irrevocably appoints Law Debenture of Corporate Services Limited of Fifth Floor, 100 Wood Street, London, England, EC2V 7EX, in each case as its agent for service of process in England. 13 24.2 If any person appointed as agent for service of process ceases to act as such the relevant party shall immediately appoint another person to accept service of process on its behalf in England and notify the other parties of such appointment. If it fails to do so within ten Business Days any other party shall be entitled by notice to the other parties to appoint a replacement agent for service of process. IN WITNESS WHEREOF each party has executed this Agreement, or caused this Agreement to be executed by its duly authorised representatives. 14 Schedule Warranties The Seller hereby represents and warrants to the Purchaser as of the date hereof (save in respect of 1.1(ii) and the Warranties given by OTH in 1.2(i), (ii) and (iii) and 1.3(ii)) and OTH represents and warrants to the Purchaser as at the date hereof as set out in 1.1(ii) and, insofar as they relate to OTH, 1.2(i), (ii) and (iii) and 1.3(ii) only, as follows: 1.1 Organisation of the Seller and OTH. (i) The Seller is a corporation duly organised under the laws of the British Virgin Islands, and is validly existing and in good standing under the laws of Malta. (ii) OTH is a corporation duly organised, validly existing and in good standing under the laws of the Arab Republic of Egypt. (iii) The Seller is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Seller. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Seller. 1.2 Authority and Enforceability. (i) Each of the Seller and OTH has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement. (ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or shareholder action on the part of the Seller or OTH is necessary to authorise the execution, delivery and performance of the Transaction Documents to which the Seller or OTH is a party, such other instruments and agreements contemplated hereby and thereby or the consummation of the transactions contemplated hereby and thereby. (iii) The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly executed and delivered by each of the Seller and OTH and shall be valid and binding obligations of each of the Seller and OTH enforceable against them in accordance with their terms, except to the extent that their enforceability may be subject to 15 applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors' rights generally or to general equitable principles. 1.3 Consents and Approvals; No Violations. (i) The Seller has obtained all consents and made all notifications necessary for its entry into and performance of its obligations under the Transaction Documents. (ii) The entry into and performance of the Transaction Documents to which the Seller or OTH is a party will not constitute a breach by the Seller or OTH of or default under: (A) any provision of the organisational documents of the Seller or OTH; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Seller or OTH is bound; or (C) any Law applicable to the Seller and OTH. (iii) The Seller has not made the decision to enter into this Agreement or to sell the Sale Shares as a result of and on the basis of any unpublished information relating to the Company or the Company Subsidiaries which in the reasonable opinion of the Seller would constitute "relevant information" (as defined in Part XIII and XIV of the Securities and Futures Ordinance of Hong Kong (Cap.571)). 1.4 Sale Shares The Seller is the beneficial owner of and has good and valid title to the Sale Shares free and clear of any Encumbrance other than the security created in favour of the Security Agent which will be released prior to or at Closing. All of the Sale Shares are fully paid. 16 SIGNED by Susan Chow ) for and on behalf of ) YUDA LIMITED in the presence of: ) Signature: /s/ Susan Chow ------------------------------- Witness Signature: /s/ Lam Sin Yu Name: Lam Sin Yu, Bernardine Address: Solicitor, Hong Kong SAR Occupation: _______________________ SIGNED by _________________________) for and on behalf of ) ORASCOM TELECOM EURASIA LIMITED ) in the presence of: ) Signature: ------------------------------- Witness Signature: _______________________ Name: _______________________ Address: _______________________ Occupation: _______________________ SIGNED by _________________________) for and on behalf of ) ORASCOM TELECOM HOLDING S.A.E. ) in the presence of: ) Signature: ------------------------------- Witness Signature: _______________________ Name: _______________________ Address: _______________________ Occupation: _______________________ 17 SIGNED by _________________________) for and on behalf of ) YUDA LIMITED in the presence of: ) Signature: ------------------------------- Witness Signature: _______________________ Name: _______________________ Address: _______________________ Occupation: _______________________ SIGNED by Naguib Sawiris ) for and on behalf of ) ORASCOM TELECOM EURASIA LIMITED ) in the presence of: ) Signature: /s/ Naguib Sawiris ------------------------------- Witness Signature: /s/ Ragy Soliman Name: Ragy Soliman Address: Nile City Towers-South Tower Cornish El Nile - Cairo-Egypt Occupation: VP Legal Affairs - Orascom Telecom SIGNED by Naguib Sawiris ) for and on behalf of ) ORASCOM TELECOM HOLDING S.A.E. ) in the presence of: ) Signature: /s/ Naguib Sawiris ------------------------------- Witness Signature: /s/ Ragy Soliman Name: Ragy Soliman Address: Nile City Towers-South Tower Cornish El Nile - Cairo-Egypt Occupation: VP Legal Affairs - Orascom Telecom 17 EX-10.4 5 ex_10-4.txt HWL SHARE PURCHASE AGREEMENT Execution Version ================================================================================ 4 December 2007 SHARE PURCHASE AGREEMENT amongst HUTCHISON TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED and HUTCHISON WHAMPOA LIMITED and ORASCOM TELECOM EURASIA LIMITED and ORASCOM TELECOM HOLDING S.A.E. ================================================================================ TABLE OF CONTENTS Page 1. INTERPRETATION............................................................1 2. SALE AND PURCHASE.........................................................5 3. CONSIDERATION.............................................................6 3A. CONDITIONS................................................................6 4. PRE-CLOSING OBLIGATIONS...................................................6 5. CLOSING...................................................................8 6. SELLER'S AND OTH'S WARRANTIES.............................................8 7. PURCHASER'S AND HWL'S WARRANTIES..........................................9 8. OTH'S GUARANTEE...........................................................9 9. CONFIDENTIALITY AND ANNOUNCEMENTS........................................10 10. ASSIGNMENT...............................................................11 11. FURTHER ASSURANCE........................................................11 12. ENTIRE AGREEMENT.........................................................11 13. SEVERANCE AND VALIDITY...................................................11 14. VARIATIONS...............................................................11 15. REMEDIES AND WAIVERS.....................................................12 16. EFFECT OF CLOSING........................................................12 17. SURVIVAL AND RIGHTS OF RESCISSION........................................12 18. THIRD PARTY RIGHTS.......................................................12 19. PAYMENTS.................................................................12 20. COSTS AND EXPENSES.......................................................12 21. NOTICES..................................................................13 22. COUNTERPARTS.............................................................15 23. GOVERNING LAW AND JURISDICTION...........................................15 24. AGENT FOR SERVICE OF PROCESS.............................................15 THE SCHEDULE: WARRANTIES......................................................16 i THIS AGREEMENT is made on the 4 day of December 2007 BETWEEN: (1) HUTCHISON TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED, a company incorporated in the British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the British Virgin Islands (the "Purchaser"); (2) HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong whose registered office is at 22(nd) Floor, Hutchison House, 10 Harcourt Road, Hong Kong ("HWL"); (3) ORASCOM TELECOM EURASIA LIMITED, a company established in accordance with the laws of the British Virgin Islands whose registered office is at Suite 1, 17, Sir Augustus Bartolo Street, Ta' Xinex, Malta (the "Seller"); and (4) ORASCOM TELECOM HOLDING S.A.E., a company established in accordance with the laws of the Arab Republic of Egypt whose principal place of business is at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt (the "OTH"). WHEREAS: (A) The Seller, a wholly owned subsidiary of OTH, has agreed to sell and HWL has agreed to purchase, the Sale Shares (as defined in Clause 1.1 (Interpretation)) on the terms and conditions of this Agreement. (B) OTH has agreed to give the guarantee set forth in Clause 8 (OTH's Guarantee), and to undertake certain other obligations as set out in this Agreement. (C) The Purchaser, an indirect wholly owned subsidiary of HWL, has been nominated by HWL to acquire the Sale Shares. NOW IT IS HEREBY AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement: "2005 Transaction means the Shareholders' Agreement, the Documents" Co-operation Agreement and the Amended and Restated Registration Rights Agreement. "Affiliate" means, with respect to any company, its subsidiaries or holding companies or any subsidiaries of such holding companies. "Amended and Restated means the amended and restated registration Registration Rights rights agreement dated 21 December 2005 and entered into 1 Agreement" by and among the Seller, OTH, the Company and Cheung Kong (Holdings) Limited. "Business Day" means a day (other than a Saturday or Sunday or a public holiday) when commercial banks generally open for business in Hong Kong and the Arab Republic of Egypt. "Cayman Islands Register means the register of members of the Company of Members" kept and maintained in the Cayman Islands from time to time. "Cayman Islands Register means the register of transfers of shares of the of Transfers" Company kept and maintained in the Cayman Islands from time to time. "Closing" means the closing of the sale and purchase of the Sale Shares in accordance with the terms of this Agreement. "Closing Date" 4 January 2008 or such earlier date as the parties hereto may agree in writing. "Companies Ordinance" means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. "Company" means Hutchison Telecommunications International Limited, a company incorporated under the laws of the Cayman Islands, and whose shares are listed on the Stock Exchange (Stock Code: 2332), and whose American depositary shares are listed on the New York Stock Exchange, Inc. (Ticker: HTX). "Conditions" has the meaning given to it in Clause 3 A.1. "Consideration" means the consideration payable in Hong Kong Dollars in immediately available funds being the aggregate Purchase Price for the Sale Shares as set out in Clause 3 (Consideration). "Co-operation Agreement" means the co-operation agreement dated 21 December 2005 and entered into between the Company and OTH. "Encumbrance" means liens, security interests, options, rights of first refusal, rights of first offer, tag along rights, claims, mortgages, charges, licences to third parties, leases to third parties or security agreements or any other material restrictions or limitations on the use of real or personal property or irregularities in title thereto. 2 "Financing Parties" means those banks and financial institutions and institutional and professional investors that provide finance from time to time to the Seller and its Affiliates where such finance is secured by the Sale Shares; and "Financing Party" shall be construed accordingly. "Governmental Authority" means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental, self-regulatory or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, which shall include where applicable, the Stock Exchange, the Cairo and Alexandria Stock Exchange, the Hong Kong Securities and Futures Commission and the US Securities and Exchange Commission. "HK$" or "Hong Kong the lawful currency of Hong Kong. Dollars" "holding company" has the meaning given to it in the Companies Ordinance. "Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China. "Law" means any statute, law, ordinance, rule, regulation or guidelines of any Governmental Authority. "Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange. "Long Stop Time" means 5:00 p.m. (Hong Kong time) on 3 January 2008. "Loss" or "Losses" means any and all losses, claims, liabilities, damages, judgments, proceedings, arbitration, assessments, charges, fines and penalties, interest, reasonable costs and expenses, including reasonable expenses of investigation and enforcement of any claim or indemnity and all reasonable legal and other professional fees and expenses. "Person" means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an incorporated organisation and a Governmental 3 Authority. "Purchase Price" means HK$11.00 per Sale Share. "Purchaser's and HWL's means the representations and warranties by the Warranties" Purchaser and HWL referred to in Clause 8.1 (Purchaser `s and HWL `s Warranties). "Register of Members" means the register of members of the Company kept and maintained by its Hong Kong branch share registrar. "Sale Shares" means 441,026,028 Shares in the issued share capital of the Company. "Security Agent" means a security or collateral agent and any replacement or successor thereof, acting for the benefit of the Financing Parties. "Seller's Designated means such bank account as designated in writing Account" by the Seller (or the Security Agent) to the Purchaser at least 5 Business Days prior to the Closing Date for effecting transfer of the Consideration pursuant to the terms hereof. "Shareholders' means the shareholders' agreement dated 21 Agreement" December 2005 and entered into among the Seller, OTH, the Purchaser and HWL in relation to the Company. "Shares" means ordinary shares of nominal value HK$0.25 each in the share capital of the Company. "Stock Exchange" means The Stock Exchange of Hong Kong Limited. "subsidiary" has the meaning given to it in the Companies Ordinance. "Tax" or "Taxation" means any income, gross receipts, withholding, sales or value added tax. "Transaction Documents" means this Agreement and other documents contemplated to be executed and exchanged prior to or at Closing. "Warranties" means the representations and warranties in Clause 7.1 (Seller's and OTH's Warranties) and set out in the Schedule (Warranties). 1.2 In this Agreement, unless the context otherwise requires: 4 (i) any reference in this Agreement to "writing" or comparable expressions includes a reference to facsimile transmission or comparable means of communication (excluding, for the avoidance of doubt, email); (ii) words expressed in the singular number shall include the plural and vice versa, words expressed in the masculine shall include the feminine and neuter gender and vice versa; (iii) references to Clauses, Schedules and Recitals are references to clauses, schedules and recitals of this Agreement; (iv) reference to "day" or "days" are to calendar days; (v) this "Agreement" or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented; (vi) "include," "includes," and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of similar import; (vii) the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement; (viii) references herein to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions and shall include any provisions of which they are re- enactments (whether with or without modification) but in each case as at the date of this Agreement; (ix) references to a "company" include any company, corporation or other body corporate wherever and however incorporated or established; (x) references to "party" or "parties" are to a party to or the parties to this Agreement; and (xi) references to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term. 1.3 The Schedule to this Agreement is incorporated into and form an integral part of this Agreement. 2. SALE AND PURCHASE 2.1 The Seller shall sell and HWL shall, through the Purchaser, purchase the Sale Shares with all rights now or in the future attaching to them (including the right to receive all dividends, distributions or any return of capital declared, made or paid on or after the date of this Agreement) on the terms and conditions of this Agreement. 5 2.2 The Seller covenants and confirms that, subject only to satisfaction of the Conditions, it has the right to transfer legal and beneficial title to the Sale Shares. 2.3 The Seller covenants and confirms that the Sale Shares shall be sold and purchased at Closing free from all Encumbrances. 2.4 The Seller waives and shall procure the waiver of any restrictions on transfer (including all pre-emption rights) which may exist in relation to the Sale Shares. 2.5 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously. 3. CONSIDERATION The consideration for the sale and purchase of the Sale Shares shall be the payment of the sum of HK$4,851,286,308 (Hong Kong Dollars Four Billion Eight Hundred and Fifty One Million Two Hundred and Eighty Six Thousand Three Hundred and Eight Only) at Closing in accordance with Clause 5.2. 3A. CONDITIONS 3A.1 The agreement to sell and purchase the Sale Shares contained in Clause 2 is conditional upon the delivery to the Seller of: (i) a deed of release relating to the security over the Sale Shares previously granted in favour of the Security Agent, and executed by the Security Agent and/or such other Financing Party or Parties as may be required for this purpose; and (ii) any other consents required by the Security Agent or any such Financing Party or Parties for the transfer of the Sale Shares pursuant to the terms of the financing secured by the Sale Shares (the "Conditions"). 3A.2 The Seller shall use its best endeavours to ensure that the Conditions are fulfilled promptly after the date of this Agreement, and in any event on or before the Long Stop Time. The Seller shall notify the Purchaser in writing promptly upon becoming aware that the Conditions have been fulfilled. 3A.3 If the Conditions are not fulfilled by the Long Stop Time, the Purchaser and HWL shall be entitled to terminate this Agreement by written notice to the others. In such event none of the parties shall have any claim under this Agreement of any nature whatsoever against the others except in respect of any rights and liabilities which have accrued before such termination. 4. PRE-CLOSING OBLIGATIONS 4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser: (a) a written request in the prescribed form for removal of the Sale Shares 6 registered in the name of the Security Agent from the Register of Members to the Cayman Islands Register of Members; (b) written resignations in the prescribed form duly signed from: (i) Aldo Mareuse and Michael John O'Connor as directors of the Company and Ragy Soliman as an alternate director to Aldo Mareuse; (ii) Aldo Mareuse and Michael John O'Connor as members of the Finance Committee of the Company; (iii) Naguib Sawiris as one of the Commissioners of the Board of Commissioners of PT. Hutchison CP Telecommunications; and (iv) Aldo Mareuse as a member of the Co-ordination Committee of the BCC (Business Cooperation Contract) Project between Hanoi Telecom JSC and Hutchison Telecommunications (Vietnam) Sarl all with effect from the Closing Date; (c) a letter agreement for termination of each of the 2005 Transaction Documents with effect from the Closing Date with mutual release and waiver of all parties' respective rights and claims thereunder against the others duly signed by the Seller and/or OTH, as the case may be; (d) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser as of and with effect from the Closing Date) and each of the other Transaction Documents to which it is a party; (e) a certified extract of the written resolutions of the directors of OTH approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; (f) a certified copy of each power of attorney (if any) under which any document to be delivered to the Purchaser has been executed; and (g) an original incumbency certificate from the registered agent of the Seller in the British Virgin Islands (or its equivalent in Malta) dated prior to the date of this Agreement. 4.2 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Purchaser shall deliver to the Seller: (a) a counterpart of the letter agreement for termination of each of the 2005 Transaction Documents with effect from the Closing Date with mutual release and waiver of all parties' respective rights and claims thereunder against the others duly signed by the Purchaser, HWL and/or the Company, under common seal (if required), as the case may be; 7 (b) a certified extract of the resolutions of the directors of the Purchaser approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; (c) a certified extract of the written resolutions of the directors of HWL approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; and (d) deliver to the Seller a certified copy of each power of attorney (if any) under which any document to be delivered to the Seller has been executed. 5. CLOSING 5.1 Subject to fulfilment of the Conditions, Closing shall take place at 12 noon, Hong Kong time on the Closing Date at the offices of HWL at 22/F, Hutchison House, 10 Harcourt Road, Hong Kong or at such other place or time as is agreed in writing by the Seller and the Purchaser. 5.2 At Closing and against delivery to the Seller of a copy irrevocable instructions issued for payment of the full amount of the Consideration into the Seller's Designated Account by wire transfer, the Seller shall: (i) deliver or procure delivery to the Purchaser or a Person designated by the Purchaser a stock transfer form in relation to the transfer of the Sale Shares to the Purchaser duly executed by the Seller or the Security Agent (or its nominee); (ii) provide such assistance as the Purchaser may reasonably require for effecting registration of the transfer of the Sale Shares to the Purchaser as of the Closing Date; and (iii) deliver or procure that there be delivered to the Purchaser or a Person designated by the Purchaser an original share certificate issued by the Company in the name of the Seller or the Security Agent (or its nominee) representing the Sale Shares for cancellation. 5.3 If the provisions of Clause 5.2 are not complied with on the Closing Date, the Purchaser and HWL shall not be obliged to complete this Agreement and may treat this Agreement as terminated for breach of condition and require immediate repayment of the Consideration to the extent received in the Seller's Designated Account by the Seller (without limiting the Purchaser's and the HWL's rights and remedies under this Agreement). 6. SELLER'S AND OTH'S WARRANTIES 6.1 The Seller hereby represents and warrants to the Purchaser and HWL that each of the Warranties is true and accurate in all respects and not misleading as at the date of this Agreement. 6.2 OTH hereby represents and warrants to the Purchaser and HWL that each of Warranty 1.1(ii) and, insofar as they relate to OTH, Warranties 1.2(i), (ii) and (iii) and 1.3(ii) 8 are true and accurate in all respects and not misleading as at the date of this Agreement. 6.3 The Seller and OTH acknowledge that the Purchaser and HWL are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Warranties. 6.4 Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement. 7. PURCHASER'S AND HWL'S WARRANTIES 7.1 The Purchaser and HWL hereby jointly and severally represent and warrant to the Seller and OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement: (i) The Purchaser is a corporation duly organised, validly existing and in good standing under the laws of the British Virgin Islands. (ii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser. (iii) The Purchaser has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby and thereby. (iv) The entry into and performance of the Transaction Documents to which the Purchaser or HWL is a party will not constitute a breach by the Purchaser or HWL of or default under: (A) any provision of the organisational documents of the Purchaser or HWL; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Purchaser or HWL is bound; or (C) any Law applicable to the Purchaser or HWL. 7.2 Each of the Purchaser's and HWL's Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Purchaser's and HWL's Warranty or by anything in this Agreement. 7.3 The Purchaser and HWL acknowledge that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser's and HWL's Warranties. 8. OTH'S GUARANTEE 8.1 In consideration of the Purchaser and HWL entering into this Agreement, OTH unconditionally and irrevocably guarantees to the Purchaser and HWL the due and 9 punctual performance and payment by the Seller of all its financial and other obligations under or pursuant to this Agreement (the "Seller's Guaranteed Obligations"). 8.2 If and whenever the Seller defaults for any reason whatsoever in the performance of any of the Seller's Guaranteed Obligations, OTH shall immediately upon demand unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Seller's Guaranteed Obligations as if it was the principal obligor in regard to which such default has been made. 8.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Seller's Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser or HWL may now or hereafter have or hold for the performance and observance of the Seller's Guaranteed Obligations. 8.4 As a separate and independent obligation, OTH agrees (as primary obligor and not only as surety) to indemnify, defend and hold harmless the Purchaser and HWL from time to time (without set-off or counterclaim) from and against any and all Losses suffered by the Purchaser or HWL to the extent of any relevant limit on the liability of the Seller in this Agreement as a result of (i) the failure by the Seller to perform any of the Seller's Guaranteed Obligations; or (ii) any of the Seller's Guaranteed Obligations (including, without limitation, any moneys payable) not being enforceable, effective against or recoverable from the Seller by reason of any legal limitation, disability or incapacity on or of the Seller or any other fact or circumstances whatsoever (other than any limitation imposed by this Agreement). The amount of the Loss or of any payment to be made by OTH pursuant to this Clause 8.4 or any other provision of this Clause 8 shall be equal to, and shall in no circumstances exceed, the amount which the Purchaser or HWL would otherwise have been entitled to recover from the Seller under the terms of this Agreement. 8.5 The liability of OTH under this Clause 8: (i) shall not be released or diminished by any variation of the Seller's Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Seller's Guaranteed Obligations or any granting of time for such performance; and (ii) shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor. 8.6 OTH waives any right it may have of first requiring the Purchaser or HWL to proceed against the Seller before claiming from OTH under this Clause 8. 9. CONFIDENTIALITY AND ANNOUNCEMENTS No announcement, statement, press conference or other communication shall be (or authorised to be) made, released, issued or held by or on behalf of any party or its directors, officers, employees, agents or advisers before, on or after Closing concerning this Agreement, or the subject matter or provisions of, or transactions or 10 matters referred to in or contemplated by, or negotiations leading to, this Agreement; provided that nothing in the foregoing shall prohibit the issue or release by any party of any announcement or circular if and to the extent required by law or any regulatory body or the rules of any recognised stock exchange, including the Stock Exchange, New York Stock Exchange, Inc. and the Cairo and Alexandria Stock Exchange, on which the shares of such party, its Affiliates or the Company are listed but the party with an obligation to issue or release an announcement or a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation. 10. ASSIGNMENT This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto without the express written consent of the other parties hereto. 11. FURTHER ASSURANCE The Seller and OTH shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Purchaser and HWL to give full effect to this Agreement and its rights, powers and remedies under this Agreement. The Purchaser and HWL shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Seller and OTH to give full effect to this Agreement and its rights, powers and remedies under this Agreement. 12. ENTIRE AGREEMENT This Agreement, together with each other Transaction Documents, constitute the whole agreement between the parties and supersedes any previous arrangements or agreements between them relating to the sale and purchase of the Sale Shares. 13. SEVERANCE AND VALIDITY 13.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. 13.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 13.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 13.1, not be affected. 14. VARIATIONS No variation of this Agreement shall be effective unless in writing and signed by the parties. 11 15. REMEDIES AND WAIVERS 15.1 No waiver of any right under this Agreement shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given. 15.2 No delay or omission by any party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy. 15.3 The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy. 15.4 The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law. 16. EFFECT OF CLOSING The provisions of this Agreement which remain to be performed following Closing shall continue in full force and effect notwithstanding Closing. 17. SURVIVAL AND RIGHTS OF RESCISSION 17.1 Subject to Clause 5.3, no party shall have any right to rescind this Agreement under any circumstance. 17.2 The representations and warranties of any party contained in this Agreement shall survive the sale and purchase of the Sale Shares pursuant to this Agreement. 18. THIRD PARTY RIGHTS This Agreement is made for the benefit of the parties, their successors and permitted assigns and is not intended to benefit or be enforceable by any other person. 19. PAYMENTS 19.1 Any amount payable by the Seller or OTH to the Purchaser or HWL or by the Purchaser or HWL to the Seller or OTH shall be made in full without set-off or counter-claim and free from any deduction or withholding whatsoever, except as required by law. 19.2 If any deduction or withholding is required by law to be made from any payment or if the recipient is subject to Tax in respect of such payment, the payer shall increase the amount of the payment to the extent necessary to ensure that the net amount received and retained by the recipient (after taking into account all deductions, withholdings or Tax) is equal to the amount it would have received had the payment not been subject to any such deductions, withholdings or Tax. 20. COSTS AND EXPENSES 20.1 Except as provided otherwise, each party shall pay its own costs and expenses in connection with the negotiations, preparation and performance of this Agreement and the other Transaction Documents. 12 20.2 Any transfer, registration, stamp, documentary or similar taxes chargeable in connection with the transfer of the Sale Shares under this Agreement shall be borne equally by the Seller and the Purchaser. The Seller and the Purchaser shall co-operate in minimising any such taxes and in the timely making of all filings, returns, reports and forms as may be required in connection therewith. 21. NOTICES 21.1 Any notice or other communication to be given under or in connection with this Agreement ("Notice") shall be in the English language in writing and signed by or on behalf of the party giving it and marked for the attention of the relevant party. A Notice may be delivered personally or sent by fax, pre-paid recorded delivery or pre- paid registered airmail to the address or fax number provided in Clause 21.3. 21.2 A Notice shall be deemed to have been received: (i) at the time of delivery if delivered personally; (ii) at the time of transmission if sent by fax; (iii) two Business Days after the time and date of posting if sent by pre-paid recorded delivery; or (iv) five Business Days after the time and date of posting if sent by pre-paid registered airmail, provided that if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day. References to time in this Clause 21 are to local time in the country of the addressee. 21.3 The addresses and fax numbers for service of Notice are: Purchaser: Name: Hutchison Telecommunications Investment Holdings Limited Address: c/o 22(nd) Floor, Hutchison House l0 Harcourt Road Hong Kong For the attention of: The Company Secretary Fax number: (852) 2128 1778 13 HWL: Name: Hutchison Whampoa Limited Address: 22(nd) Floor, Hutchison House 10 Harcourt Road Hong Kong For the attention of: The Company Secretary Fax number: (852) 2128 1778 Seller: Name: Orascom Telecom Eurasia Limited Address: c/o 2005A Nile City Towers - South Tower Cornish El Nile Ramlet Beaulac - 11221 Cairo Egypt For the attention of: Legal Department Fax number: 202 2461 5055 OTH Name: Orascom Telecom Holding S.A.E. Address: 2005A Nile City Towers - South Tower Cornish El Nile Ramlet Beaulac Cairo Egypt For the attention of: Mr. Naguib Sawiris, Chairman & CEO Fax number: 202 2461 5055 With a copy to: Orascom Telecom Holding S.A.E. Address: 2005A Nile City Towers - South Tower Cornish El Nile Ramlet Beaulac Cairo Egypt For the attention of: Legal Department Fax number: 202 2461 5165 21.4 A party shall notify the other parties of any change to its address in accordance with the provisions of this Clause 21 provided that such notification shall only be effective on the later of the date specified in the notification and 5 (five) Business Days after deemed receipt. 14 22. COUNTERPARTS This Agreement may be executed in counterparts and shall be effective when each party has executed a counterpart. Each counterpart shall constitute an original of this Agreement and all counterparts taken together shall constitute one and the same agreement. Delivery of a facsimile executed counterpart of the signature page shall be effective as delivery of an original executed counterpart of this Agreement. 23. GOVERNING LAW AND JURISDICTION 23.1 This Agreement shall be governed by and construed in accordance with English law. 23.2 The parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and proceedings in respect of any dispute may be brought in such courts. 24. AGENT FOR SERVICE OF PROCESS 24.1 Each of the Purchaser and HWL irrevocably appoints Hutchison Whampoa Agents (UK) Limited of Hutchison House, 5 Hester Road, Battersea, London SW11 4AN, the United Kingdom and each of the Seller and OTH irrevocably appoints Law Debenture of Corporate Services Limited of Fifth Floor, 100 Wood Street, London, England, EC2V 7EX, in each case as its agent for service of process in England. 24.2 If any person appointed as agent for service of process ceases to act as such the relevant party shall immediately appoint another person to accept service of process on its behalf in England and notify the other parties of such appointment. If it fails to do so within ten Business Days any other party shall be entitled by notice to the other parties to appoint a replacement agent for service of process. IN WITNESS WHEREOF each party has executed this Agreement, or caused this Agreement to be executed by its duly authorised representatives. 15 Schedule Warranties The Seller hereby represents and warrants to the Purchaser and HWL as of the date hereof (save in respect of 1.1(ii) and the Warranties given by OTH in 1.2(i), (ii) and (iii) and 1.3(ii)) and OTH represents and warrants to the Purchaser and HWL as at the date hereof as set out in 1.1(ii) and, insofar as they relate to OTH, 1.2(i), (ii) and (iii) and 1.3(ii) only, as follows: 1.1 Organisation of the Seller and OTH. (i) The Seller is a corporation duly organised under the laws of the British Virgin Islands, and is validly existing and in good standing under the laws of Malta. (ii) OTH is a corporation duly organised, validly existing and in good standing under the laws of the Arab Republic of Egypt. (iii) The Seller is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Seller. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Seller. 1.2 Authority and Enforceability. (i) Each of the Seller and OTH has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement. (ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or shareholder action on the part of the Seller or OTH is necessary to authorise the execution, delivery and performance of the Transaction Documents to which the Seller or OTH is a party, such other instruments and agreements contemplated hereby and thereby or the consummation of the transactions contemplated hereby and thereby. (iii) The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly executed and delivered by each of the Seller and OTH and shall be valid and binding obligations of each of the Seller and OTH enforceable against them in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors' rights generally or to general equitable principles. 1.3 Consents and Approvals: No Violations. (i) The Seller has obtained all consents and made all notifications necessary for its entry into and performance of its obligations under the Transaction Documents. (ii) The entry into and performance of the Transaction Documents to which the Seller or OTH is a party will not constitute a breach by the Seller or OTH of or default under: (A) any provision of the organisational documents of the Seller or OTH; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Seller or OTH is bound; or (C) any Law applicable to the Seller and OTH. (iii) The Seller has not made the decision to enter into this Agreement or to sell the Sale Shares as a result of and on the basis of any unpublished information relating to the Company or the Company Subsidiaries which in the reasonable opinion of the Seller would constitute "relevant information" (as defined in Part XIII and XIV of the Securities and Futures Ordinance of Hong Kong (Cap.571)). 1.4 Sale Shares The Seller is the beneficial owner of and has good and valid title to the Sale Shares free and clear of any Encumbrance other than the security created in favour of the Security Agent which will be released prior to or at Closing. All of the Sale Shares are fully paid. 17 SIGNED by Susan Chow ) for and on behalf of ) HUTCHISON TELECOMMUNICATIONS ) INVESTMENT HOLDINGS LIMITED ) in the presence of: ) Signature: /s/ Susan Chow --------------------------- Witness Signature: /s/ Lam Sin Yu Name: Lam Sin Yu, Bernardine Address: Solicitor, Hong Kong SAR Occupation: _____________________________ SIGNED by Susan Chow ) for and on behalf of ) HUTCHISON WHAMPOA LIMITED ) in the presence of: ) ) ) ) Name: /s/ Susan Chow -------------------------------- Signature: --------------------------- Witness Signature: /s/ Lam Sin Yu Name: Lam Sin Yu, Bernardine Address: Solicitor, Hong Kong SAR Occupation: _____________________________ SIGNED by ____________________________) for and on behalf of ) ORASCOM TELECOM EURASIA LIMITED ) in the presence of: ) Signature: --------------------------- Witness Signature: _____________________________ Name: _____________________________ Address: _____________________________ _____________________________ Occupation: _____________________________ 18 SIGNED by ___________________________ ) for and on behalf of ) HUTCHISON TELECOMMUNICATIONS ) INVESTMENT HOLDINGS LIMITED ) in the presence of: ) Signature: --------------------------- Witness Signature: _____________________________ Name: _____________________________ Address: _____________________________ _____________________________ Occupation: _____________________________ SIGNED by ______________________________) for and on behalf of ) HUTCHISON WHAMPOA LIMITED ) in the presence of: ) ) ) ) Name: -------------------------------- Signature: --------------------------- Witness Signature: _____________________________ Name: _____________________________ Address: _____________________________ _____________________________ Occupation: _____________________________ SIGNED by Naguib Sawiris ) for and on behalf of ) ORASCOM TELECOM EURASIA LIMITED ) in the presence of: ) Signature:/s/ Naguib Sawiris --------------------------- Witness Signature: /s/ Ragy Soliman Name: Ragy Soliman Address: Nile City Towers-South Tower Cornish El Nile - Cairo-Egypt Occupation: VP Legal Affairs - Orascom Telecom 18 SIGNED by Naguib Sawiris ) for and on behalf of ) ORASCOM TELECOM HOLDING S.A.E. ) in the presence of: ) Signature:/s/ Naguib Sawiris --------------------------- Witness Signature: /s/ Ragy Soliman Name: Ragy Soliman Address: Nile City Towers-South Tower Cornish El Nile - Cairo-Egypt Occupation: VP Legal Affairs - Orascom Telecom 19 EX-10 6 ex_10-5.txt EXHIBIT 10.5 TERMINATION LTR REV ON JANUARY 9 TERMINATION LETTER Date: 3rd January, 2008 WHEREAS: (A) Hutchison Telecommunications Investment Holdings Limited ("HTIHL"), Hutchison Whampoa Limited ("HWL"), Orascom Telecom Eurasia Limited ("OTEL") and Orascom Telecom Holding S.A.E. ("OTH") are parties to a shareholders agreement dated 21 December, 2005 (the "Shareholders Agreement"), relating, inter alia, to the relationship of HTIHL and OTEL as shareholders in Hutchison Telecommunications International Limited ("HTIL", together with each of HTIHL, HWL and OTEL being hereinafter together referred to as the "Parties" and each a "Party"). (B) The Parties have agreed to terminate the Shareholders Agreement pursuant to the terms and conditions of this Letter Agreement. NOW IT IS AGREED as follows: 1 Each Party hereby irrevocably and unconditionally agrees that with effect from the execution and delivery hereof, the Shareholders Agreement shall be terminated and shall as from that time cease to be of any legal effect. 2 Each Party shall, with effect from the execution and delivery hereof, irrevocably and unconditionally release and waive all claims and/or rights which it has or may have against the other Parties under the Shareholders Agreement. 3. Each Party undertakes that it will take such action and execute or sign such further documents or agreements as may be reasonably required in order to give full effect to the terms and conditions of this Letter Agreement including, but without limitation, ensuring that this Letter Agreement is enforceable. 4. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and carrying into effect of this Letter Agreement. 5. This Letter Agreement may be executed in counterparts, but shall not be effective until each Party has executed and delivered one counterpart. Each counterpart shall constitute an original of this Letter Agreement but both the counterparts shall together constitute one and the same document. 6. This Letter Agreement is governed by and shall be construed in accordance with English law. 7. The parties irrevocably agree that the English courts are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and proceedings in respect of any dispute may be brought in such courts. 1 IN WITNESS of which this Letter Agreement has been executed and has been delivered on the date which appears above. THE COMMON SEAL of ) HUTCHISON TELECOMMUNICATIONS ) INVESTMENT HOLDINGS LIMITED ) was hereunto affixed ) in the presence of: ) /s/ Susan Chow --------------------------- Name: Susan Chow Signature of Witness: /s/ Lam Sin Yu -------------------------- Name: Lam Sin Yu, Bernardine -------------------------- Address: Solicitor, Hong Kong SAR __________________________ Occupation: __________________________ THE COMMON SEAL of ) HUTCHISON WHAMPOA ) LIMITED ) was hereunto affixed ) in the presence of: ) /s/ Susan Chow --------------------------- Name: Susan Chow Signature of Witness: /s/ Lam Sin Yu -------------------------- Name: Lam Sin Yu, Bernardine -------------------------- Address: Solicitor, Hong Kong SAR __________________________ /s/ Edith Shih Edith Shih Occupation: __________________________ 2 THE COMMON SEAL of ) ORASCOM TELECOM ) EURASIA LIMITED ) was hereunto affixed ) Common Seal in the presence of: ) /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Signature of Witness: /s/ Ragy Soliman ---------------------------------- Name: Ragy Soliman Address: 2005 A Nile City Towers Cornish El Nile, Ramlet Beaulac 11221, Cairo-Egypt Occupation: Attorney at law EXECUTED and DELIVERED ) as a DEED by ) ORASCOM TELECOM ) HOLDINGS S.A.E. ) acting by: ) /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Signature of Witness: /s/ Ragy Soliman ---------------------------------- Name: Ragy Soliman Address: 2005A Nile City Towers Cornish El Nile, Ramlet Beaulac 11221, Cairo-Egypt Occupation: Attorney at law EX-10 7 ex_10-6.txt EXH 10.6 TERMINATION LTR TERMINATION LETTER Date:_______________, 2008 WHEREAS: (A) Hutchison Telecommunications International Limited ("HTIL"), Hutchison Telecommunications Investment Holdings Limited ("HTIHL"), Cheung Kong Holdings Limited ("CKHL") and Orascom Telecom Eurasia Limited ("OTEL", together with each of HTIL, HTIHL and CKHL being hereinafter together referred to as the "Parties" and each a "Party") are parties to an amended and restated registration rights agreement dated 21 December, 2005 (the "Registration Rights Agreement"), relating, inter alia, to the grant of rights of Registration (as defined in the Registration Rights Agreement. (B) The Parties have agreed to terminate the Registration Rights pursuant to the terms and conditions of this Letter Agreement. NOW IT IS AGREED as follows: 1 Each Party hereby irrevocably and unconditionally agrees that with effect from the execution and delivery hereof, the Registration Rights Agreement shall be terminated and shall as from that time cease to be of any legal effect. 2 Each Party shall, with effect from the execution and delivery hereof, irrevocably and unconditionally release and waive all claims and/or rights which it has or may have against the other Parties under the Registration Rights Agreement. 3. Each Party undertakes that it will take such action and execute or sign such further documents or agreements as may be reasonably required in order to give full effect to the terms and conditions of this Letter Agreement including, but without limitation, ensuring that this Letter Agreement is enforceable. 4. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and carrying into effect of this Letter Agreement. 5. This Letter Agreement may be executed in counterparts, but shall not be effective until each Party has executed and delivered one counterpart. Each counterpart shall constitute an original of this Letter Agreement but both the counterparts shall together constitute one and the same document. 6. This Letter Agreement shall be governed by and construed and interpreted in accordance with the law of the State of New York, which shall govern this Letter Agreement and any controversy or claim arising out of or relating to this Letter Agreement. IN WITNESS of which this Letter Agreement has been executed and has been delivered on the date which appears above. THE COMMON SEAL of ) HUTCHISON TELECOMMUNICATIONS ) INTERNATIONAL LIMITED ) was hereunto affixed ) Common Seal in the presence of: )----------------------------- Name: Signature of Witness: ___________________________ Name: ___________________________ Address: ___________________________ ___________________________ Occupation: ___________________________ THE COMMON SEAL of ) HUTCHISON TELECOMMUNICATIONS ) INVESTMENT HOLDINGS LIMITED ) was hereunto affixed ) Common Seal in the presence of: )----------------------------- Name: Signature of Witness: ___________________________ Name: ___________________________ Address: ___________________________ ___________________________ Occupation: ___________________________ Signed by For and on behalf of ) CHEUNG KONG HOLDINGS ) LIMITED ) was hereunto affixed ) Common Seal in the presence of: )----------------------------- Name: Signature of Witness: ___________________________ Name: ___________________________ Address: ___________________________ ___________________________ Occupation: ___________________________ THE COMMON SEAL of ) ORASCOM TELECOM ) EURASIA LIMITED ) was hereunto affixed ) /s/ Naguib Sawiris Common Seal in the presence of: )----------------------------- Name: Naguib Sawiris Signature of Witness: /s/ Ragy Soliman ---------------------------------- Name: Ragy Soliman Address: 2005A Nile City Towers Cornish El Nile, Ramlet Beaulac 11221, Cairo-Egypt Occupation: Attorney at law EX-10 8 ex_10-7.txt CO-OPERATION AGREEMENT 21 December 2005 HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED ORASCOM TELECOM HOLDING S.A.E. ---------------------- CO-OPERATION AGREEMENT ---------------------- 1 THIS CO-OPERATION AGREEMENT (this "Agreement") is made on 21 December 2005 (the "Effective Date") BETWEEN: HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED, a company incorporated in the Cayman Islands, having its registered office at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand Cayman, British West Indies and its correspondence address at 20/F, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong ("HTIL"); and ORASCOM TELECOM HOLDING S.A.E., a company established in accordance with the laws of the Arab Republic of Egypt and with its principal place of business at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt ("OTH"). (HTIL and OTH are hereinafter referred jointly as "Parties" and individually as "Party".) WHEREAS: (a) A fundamental basis for OTH's investment in HTIL is achievement of the commercial, operational and technological synergies and other benefits contemplated by this Agreement, especially as regards the supply of Network Equipment and services. (b) It is the Parties' mutual objective to achieve leadership in their respective markets by building on their skills as well as their strengths and knowledge in those markets. (c) The Parties have agreed to enter into this Agreement to record their intention to enter into mutually beneficial co-operation in accordance with the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. Objectives 1.1 The Parties desire to achieve commercial, operational and technological synergies and other benefits and will co-operate in the areas set out in Schedule 1 to this Agreement: (a) to obtain the most favourable pricing and to maximise such other benefits as can be extracted from suppliers; (b) to share know-how and experience; and (c) to share research and development. 1.2 The Parties will co-operate at all levels and make available appropriate management team resources from their respective organizations to achieve the objectives described in Clause 1.1 (the "Objectives"). 2 2. Steering Committee 2.1 The Parties shall establish a Steering Committee consisting of six members no later than 30 days after the Effective Date. Each Party shall be entitled to nominate three members to the Steering Committee and such members shall be board level officers such as the Chief Executive Officer, Executive Director or Chief Technology Officer of the relevant Party. Each Party shall allow its committee members to appoint alternates. 2.2 Subject to the obligations set out in Clause 4, the role of the Steering Committee shall be to: (a) manage the overall strategy and scope of this Agreement including regularly review the efficacy of the provisions hereof; and (b) review any purchase orders issued to or any new purchasing arrangements as regards Network Equipment entered into with suppliers by each Party or its Group Members since the last Steering Committee with a purchase value over US$2,000,000.00 or such other amounts as determined by the Steering Committee from time to time. 2.3 The Steering Committee shall meet not less than once every two months or, on an ad hoc basis, whenever requested by either Party. Meetings can be held, or members of the Steering Committee can participate in a meeting, by means of telephone conference, video conference or similar communications equipment. 2.4 The Steering Committee shall use its best endeavours to agree on a joint procurement process in accordance with Clause 4 not later than 60 days after its first meeting. 2.5 Notwithstanding the establishment of the Steering Committee, the Parties contemplate that co-operation between themselves shall be continuous and shall occur on both a formal and informal basis. 3. Areas of Co-operation 3.1 In order to achieve the Objectives, the Parties agree to co-operate in certain areas, including but not limited to: (a) establishing a common data base with respect to their suppliers, which would contain, among other things, information on technical specifications and prices for Current Network Procurement Agreements and Future Network Procurement Agreements except to the extent that any legal obligation of the OTH Group or HTIL Group would be breached, with the Parties agreeing to use their best endeavours to achieve this result as regards Current Network Procurement Agreements; (b) organizing joint communications to inform their suppliers of the arrangements arising under this Agreement; 3 (c) periodic meetings involving procurement specialists representing both Parties to determine strategy and to implement such strategy on an ongoing basis; and (d) investigate options for aligning and exploiting synergies between them as and when they arise, including the use of joint or co-branded products targeting markets where they have controlled operations. 3.2 The Parties shall use their reasonable endeavours to negotiate in good faith such other agreements as may be necessary to implement co-operation in the areas set out in Schedule 1. 4. Vendors 4.1 The Parties shall on a regular basis identify and agree to a list of vendors (each a "Vendor" and collectively the "Vendors") that supply Network Equipment and services to entities within the OTH Group and HTIL Group respectively and share information on the scale and timing of their respective future requirements in the area of network procurement. Either Party may identify additional Vendors by giving written notice to the other Party to that effect. 4.2 The Parties shall jointly identify and contact Vendors considered as likely sources of supply of Network Equipment and/or services. The Parties shall also co-ordinate their communications with investors and other market participants in order to notify them of the synergies and other benefits being achieved as a result of the arrangements arising under this Agreement. 4.3 Subject to commercial and operational conditions within a particular local market, the Parties shall use their reasonable endeavours to maximize the number of common Vendors with which each of them does business. 4.4 For all Future Network Procurement Agreements (or other legal instrument in which the provision of supply is documented) each Party shall ensure that such agreements permit disclosure of the terms and conditions of such Network Procurement Agreements (including but not limited to all pricing information) to the other Party or entities within the OTH Group or the HTIL Group (as applicable), with the Parties agreeing to use their reasonable endeavours to achieve this result as regards Current Network Procurement Agreements (or other legal instrument in which the provision of supply is documented). 4.5 Each Party shall as regards Future Network Procurement Agreements (or other legal instrument in which the provision of supply is documented), with the Parties agreeing to use their reasonable endeavours as regards Current Network Procurement Agreements (or other legal instrument in which the provision of supply is documented) to, include provisions (the "Required Contractual Provisions") to the effect that the Vendors shall offer the specified Network Equipment and/or services to the other Party or entities within the OTH Group or HTIL Group (as applicable) according to terms and conditions (including but not limited to unit pricing and volume discounts) no less favourable than those set 4 forth in such agreements adjusted to reflect local costs (such as for civil engineering works or labour) prevailing in a particular market OTH may agree from time to time to exclude market specific prices from the Required Contractual Provisions for any market. 4.6 The Parties shall jointly approach Vendors to negotiate a discount sharing arrangement based on the cumulative purchases by volume amount expressed in U.S. dollars by both Parties from such Vendor. Such arrangement shall be designed to extract discounts (the "Additional Volume Discounts") in addition to whatever Party has agreed in its individual Network Procurement Agreements. The Parties agree that whatever Additional Volume Discounts are obtained as a result of their joint efforts shall be shared by them on a pro rata basis according to their respective contributions towards obtaining the Additional Volume Discounts, with the details of this arrangement to be determined by the Steering Committee. 4.7 Each Party shall, and shall procure that each of its Group Members shall, exclude from a particular procurement procedure as regards a Future Network Procurement Agreement any Vendor that does not agree to inclusion of the Required Contractual Provisions until such time as such Vendor agrees in writing to inclusion of the Required Contractual Provisions. 4.8 For the avoidance of doubt, the Parties acknowledge that the Required Contractual Provisions or the Additional Volume Discounts may be documented in a legal instrument separate from a specific Network Procurement Agreement. 4.9 The Parties agree that Clauses 4.5 and 4.7 may not apply in relation to the exceptional cases set out in Schedule 2 (the "Exceptional Cases"). The Steering Committee may unanimously determine whether other situations requiring performance of the Parties' obligations pursuant to Clauses 4.5 and 4.7 constitute and/or should be added to the list of Exceptional Cases (the "Additional Exceptional Cases"). When determining whether or not an Additional Exceptional Case exists the Steering Committee shall be guided by the general principle that the obligations set out in Clauses 4.5 and 4.7 shall not apply to a particular Network Equipment procurement procedure if performance of such obligations causes or would cause either Party to suffer a material economic loss. Each Party shall use its best endeavours to ensure that the OTH Group or the HTIL Group (as applicable) shall engage in procurement procedures such that they do not constitute Exceptional Cases or Additional Exceptional Cases. The Parties further agree, to the extent that prevailing commercial and economic conditions allow, to limit their purchase volumes from any Vendor that does not agree to the Required Contractual Provisions in the event that an Exceptional Case or an Additional Exceptional Case exists. 4.10 The provisions of this Clause 4 shall not apply to any Future Network Procurement entered into within 15 days of the date on which this Agreement is executed by the Parties. 5 5. Costs Each Party shall pay its own costs, charges and expenses incurred in connection with negotiating, preparing and implementing this Agreement and any transactions contemplated by it (including but not limited to any costs of participating in the meetings of the Steering Committee or meetings of procurement specialists). 6. Confidentiality 6.1 Each Recipient shall, during the term of this Agreement and for two years thereafter, keep the confidentiality of any Confidential Information which may be obtained under this Agreement in strict confidence. To this end, each Recipient shall not, without the Disclosing Party's prior written consent: (a) disclose any Confidential Information to any Third Party; or (b) use any Confidential Information for any purpose other than as specified in this Agreement. 6.2 The obligation of confidentiality under Clause 6.1 does not apply to: (a) the disclosure of information to the extent required to be disclosed by law, any stock exchange regulation or any binding judgment, order or requirement of any court or other competent authority; (b) information which is publicly available or becomes publicly available (otherwise than as a result of a breach of this Clause 6); (c) information within the possession of a Party prior to its being furnished to such Party pursuant hereto, provided that the source of such information was not known to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other Party with respect to such information; (d) information that becomes available to a Party on a non-confidential basis from a source other than the other Party, provided that such source is not known to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other Party with respect to such information; (e) the Parties agree in writing is not Confidential Information; or (f) the disclosure of information by OTH to any other OTH Group Member or by HTIL to any other HTIL Group Member. 6.3 Each Recipient shall inform its directors, officers and employees and its bona fide professional consultants, advisors or auditors, or those of any OTH Group Member or any HTIL Group Member (as the case may be), to whom it provides Confidential Information, that such information is confidential and shall instruct them: (a) to keep it confidential; and 6 (b) not to disclose it to any Third Party (other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement). The Recipient shall be responsible for any breach of this Clause 6 by the person to whom it is disclosed. 6.4 For the purpose of this Agreement, "Confidential Information" means any and all information disclosed by or on behalf of the Disclosing Party (as defined below) to the Recipient (as defined below) hereunder (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly), including but not limited to information regarding the business and operations and agreements entered into by OTH Group Members or HTIL Group Members (as applicable) and any analyses, compilations, notes, studies, memoranda or other documents derived from, containing or reflecting such information; "Disclosing Party" means a Party that has disclosed Confidential Information to the other Party under this Agreement; "OTH Group Member", "HTIL Group Member" or a "Group Member" of a Party means any subsidiary companies of OTH or HTIL, as the case may be, and "OTH Group" and "HTIL Group" shall mean OTH or HTIL (as applicable) and the group comprising all OTH Group Members and all HTIL Group Members respectively; "Recipient" means a Party that is a recipient of Confidential Information from a Disclosing Party; and "Third Party" means any third party except for directors, officers and employees or bona fide professional consultants, advisors or auditors of the Receiving Party who need to have access to Confidential Information for the purpose of this Agreement. 6.5 Each Party acknowledges that a breach of this Clause 6 may cause the other Party irreparable damage for which monetary indemnity may not be an adequate remedy. Accordingly, in addition to other remedies that may be available, either Party may seek and obtain injunctive relief against such a breach or threatened breach in any relevant country. 7. Intellectual Property It is understood by the Parties that this Agreement will not be intended to develop any proprietary works containing any type of intellectual property rights, and that neither Party shall be obliged to disclose or grant a license of its know-how, patents, registered designs, utility models, copyrights, database rights and topography rights (including any applications for any of the foregoing and the right to apply therefore in any jurisdiction) to the other Party unless and until otherwise agreed by the Parties. 7 8. Term and Termination 8.1 This Agreement shall commence on the Effective Date but (except for this Clause 8, Clause 4.10 and Clauses 11 through 22) its performance shall be conditional upon occurrence of the closing of the share purchase agreement of even date herewith and entered into by and between, among others, Hutchison Whampoa Limited and OTH in accordance with its terms. 8.2 Each Party agrees that this Agreement may be terminated by either Party if an Event of Default occurs in relation to the other Party. An Event of Default means, in relation to a Party, the occurrence of any of the following: (a) a court of competent jurisdiction makes an order or a resolution is passed, for the dissolution or administration of that Party otherwise than in the course of a reorganization or restructuring undertaken for such purpose previously that is approved in writing by the other Party (such approval not to be unreasonably withheld or delayed); (b) any person takes any step (and it is not withdrawn or discharged within ninety (90) days) to appoint a liquidator, manager, receiver, administrator, administrative receiver or other similar officer in respect of any assets held by that Party; (c) that Party makes or proposes any arrangement or composition with, or any assignment for the benefit of, its creditors; or (d) that there is a change of control of the other Party in favour of a Telecommunications Operator. For this purpose, "control" of the other Party means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other Party, whether through the ownership of voting securities, by contract or otherwise. 8.3 HTIL may terminate this Agreement by giving written notice to OTH at any time after OTH ceases to hold or control, directly or indirectly, at least 12% of the issued share capital of HTIL. 8.4 For the purpose of this Agreement "Telecommunications Operator" means any person who owns or operates mobile or fixed line telecommunications networks or infrastructure or provides mobile, fixed line telecommunications, IDD or Internet services or who is a mobile virtual network operator or who is a re-seller of such services in any jurisdiction 9. Consequences of Termination 9.1 Any termination of this Agreement shall not affect a Party's accrued rights and obligations at the date of termination. 9.2 Immediately after the expiration or termination of this Agreement, each Recipient shall: (i) no longer use any Confidential Information (except for the information 8 described in Clauses 3.1(a) and 4); and (ii) at the option and instruction of the Disclosing Party, return promptly to the Disclosing Party and/or destroy all Confidential Information (except for the information described in Clauses 3.1(a) and 4) in its possession which is in a tangible or electronic form and all copies of such material. 9.3 The provisions of Clauses 6, 9, 18 and 22 shall survive any termination of this Agreement and shall continue in full force and effect. 10. Further Assurances and Good Faith So far as it is legally able, each Party undertakes with the other to exercise all voting rights and powers (direct and indirect) available to it to ensure that the provisions of this Agreement are completely and punctually fulfilled, observed and performed and generally that full effect is given to the principles set out in this Agreement and to act reasonably and in good faith towards each other in the exercise of its rights and the discharge of its obligations hereunder. 11. Non-Assignment Neither Party may, nor may purport to, assign any of its rights or obligations under this Agreement in whole or in part, nor grant, declare, create or dispose of any right or interest in it (otherwise than in accordance with the terms of this Agreement) without the prior written consent of the other Party, which consent shall not be unreasonably withheld if the proposed assignment is to a directly or indirectly wholly owned Affiliate of such Party. For the purpose of this Agreement "Affiliate" means, with respect to any Person which is a company, its subsidiaries and holding companies and any subsidiaries of such holding companies, and with respect to any Person which is not a company, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided that, for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 12. Waiver of Rights No waiver by either Party of a failure by the other Party to perform any provision of this Agreement operates or is to be construed as a waiver in respect of any other failure whether of a like or different character. 13. Amendments A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each Party. 9 Every three (3) years after the Effective the Parties shall review and, if necessary, agree in good faith any appropriate amendments to the terms of this Agreement to ensure that the Objectives are achieved by implementation of the terms hereof. 14. Invalidity If any provision of this Agreement is or is held to be invalid or unenforceable, then so far as it is invalid or unenforceable it has no effect and is deemed not to be included in this Agreement. This shall not invalidate any of the remaining provisions of this Agreement. The Parties shall then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision. 15. No Partnership or Agency 15.1 Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed to constitute a partnership between the Parties nor, save as may be expressly set out in it, constitute either Party the agent of the other Party for any purpose. 15.2 Unless the Parties agree otherwise in writing neither of them shall: (a) enter into contracts with third Parties as agent for the other Party; or (b) describe itself a such an agent or in any way hold itself out as being such as agent. 15.3 For the avoidance of doubt but subject to Clause 7, nothing contained in this Agreement shall restrict or prevent any Party from developing and introducing technology and services, or from exchanging intellectual property and know-how, with any third Party. 16. Announcements 16.1 No formal public announcement or press release in connection with the signature or subject matter of this Agreement shall (subject to Clause 16.2) be made or issued by or on behalf or either Party without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed). 16.2 If a Party has an obligation to make or issue any announcement required by law or by any stock exchange or by any governmental authority, the relevant Party shall give the other Party every reasonable opportunity to comment on any announcement or release before it is made or issued (provided that this shall not have the effect of preventing the Party making the announcement or release from complying with its legal and/or stock exchange obligations). 10 17. Entire Agreement 17.1 This Agreement sets out the entire agreement and understanding between the Parties with respect to the subject matter hereof. 17.2 Neither Party has relied on or has been induced to enter into this Agreement in reliance on any representation, warranty or understanding which is not set out in this Agreement. 18. Notices 18.1 Any notice or other formal communication to be given under this Agreement shall be writing and signed by or on behalf of the Party giving it. It shall be: (a) sent by facsimile to the number set out in Clause 18.2; or (b) delivered by hand or sent by prepaid recorded delivery or registered post to the relevant address in Clause 18.2. In each case it shall be marked for the attention of the relevant Party set out in Clause 18.2 (or as otherwise notified from time to time under this Agreement). Any notice given by hand delivery, facsimile or post shall be deemed to have been duly given: (a) if hand delivered, when delivered; (b) if sent by facsimile, twelve (12) hours after the time of dispatch; (c) if sent by recorded delivery or registered post, at 10 am on the second Business Day from the date of posting. Unless there is evidence that it was received earlier than this and provided that, where (in the case of delivery by hand or by facsimile) the delivery or transmission occurs after 6 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9:00 am on the next following Business Day. References to time in this Clause are to local time in the country of the addressee. For the purposes of this Clause, a Business Day means a day which is not a Saturday, Sunday or public holiday on which banks are open for general banking business in Hong Kong and Cairo, Egypt. 18.2 The addresses and facsimile numbers of the Parties for the purpose of Clause 18.3 are: (a) HTIL Address: 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong Facsimile No: (852)2128 1778 11 For the attention of: The Company Secretary With copy to: Address: 20/F Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong For the attention of: Executive Director (b) OTH Address: 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt Facsimile No: (202)461 5065 For the attention of: Chief Technology Officer With copy to: Address: 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt Facsimile No: (202)461 5165 For the attention of: Legal Department 18.3 All notices or formal communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail. 19. Third Party Rights A person who is not a Party to this Agreement shall have no rights under the contracts (Rights of Third Parties) 1999 Act. 20. Counterparts This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. 12 21. Representations and Warranties Each Party hereby represents and warrants to the other Party as of the date of this Agreement that each of the warranties and representations in this Clause 21 is true and accurate in all respects and not misleading as at the date of this Agreement: (a) Such Party is a corporation duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) Such Party is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up such Party. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of such Party. (c) Such Party has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated under this Agreement. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorised by the directors and, to the extent required, shareholders of such Party and no other corporate or shareholder action on the part of such Party or its shareholders is necessary to authorise the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. (e) This Agreement, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement, shall have been duly executed and delivered by such Party and shall be valid and binding obligations of such Party enforceable against such Party in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors' rights generally or to general equitable principles. (f) The entry into and performance of this Agreement will not constitute a breach such Party or default under: (i) any provision of the organisational documents of such Party; (ii) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which such Party is bound; or (iii) any law applicable to such Party. (g) No action or proceeding has been instituted or, so far as such Party is aware, threatened before a court or other governmental authority to restrain or prohibit or materially delay any of the transactions contemplated by this Agreement. Each Party's representations and warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other representation and warranty or by anything in this Agreement. 13 Each Party acknowledges that it is entering into this Agreement on the basis of and in reliance upon the other Party's representations and warranties. 22. Governing Law This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising between the Parties in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the Steering Committee for resolution. If the Steering Committee is unable informally to resolve such dispute to the mutual satisfaction of the Parties within 30 days such dispute shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. Each Party shall nominate one arbitrator in accordance with the Rules. The Parties shall attempt to reach agreement on the third arbitrator, who shall act as chairman of the Arbitral Tribunal. If such agreement is not reached within 15 days of the Respondent's nomination of the second arbitrator, the third arbitrator shall be appointed by the International Chamber of Commerce in accordance with the Rules. The place of arbitration shall be London, England. The language of the arbitral proceedings shall be English. IN WITNESS whereof this Agreement has been entered into the day and year first written above. SIGNED by ) for and on behalf of ) Hutchison Telecommunications International ) /s/ [Illegible] Limited ) SIGNED by ) for and on behalf of ) Orascom Telecom Holding S.A.E. ) 14 Each Party acknowledges that it is entering into this Agreement on the basis of and in reliance upon the other Party's representations and warranties. 22. Governing Law This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising between the Parties in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the Steering Committee for resolution. If the Steering Committee is unable informally to resolve such dispute to the mutual satisfaction of the Parties within 30 days such dispute shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. Each Party shall nominate one arbitrator in accordance with the Rules. The Parties shall attempt to reach agreement on the third arbitrator, who shall act as chairman of the Arbitral Tribunal. If such agreement is not reached within 15 days of the Respondent's nomination of the second arbitrator, the third arbitrator shall be appointed by the International Chamber of Commerce in accordance with the Rules. The place of arbitration shall be London, England. The language of the arbitral proceedings shall be English. IN WITNESS whereof this Agreement has been entered into the day and year first written above. SIGNED by ) for and on behalf of ) Hutchison Telecommunications International ) Limited ) SIGNED by Naguib Sawiris ) /s/ Naguib Sawiris for and on behalf of ) Orascom Telecom Holding S.A.E. ) 14 SCHEDULE 1 I. Procurement: o Data services architecture and solutions o Network infrastructure o IT systems and platforms o Handset, SIM and accessories II. Technologies and Networks: o Technology research and applications o Emerging radio technologies (WiFi, WiMAX, UWB, DVB-H etc) o IP evolution (IP Core, VoIP, IP Interworking, Managed QoS, IPv6 etc) o Services standard (DRM, MBMS, OMA, QoS) o Network Performance and Capacity o Network performance benchmarking o Sharing of capacity and performance enhancements techniques o Sharing of performance monitoring systems and practices o Indoor coverage techniques o Vendor Management o Sharing of vendors roadmaps o Establishing common user group to pursue the best support from vendors III. IT, Services and Contents: o IT system architecture o Billing and Customer Care o Enterprise Support System (ESS) o Business Support System (BSS) o Fraud management and security o Provisioning, mediation, billing and collections o Revenue Assurance o Local and international messaging (SMS, EMS, MMS) o Multimedia service architecture o Content and service delivery platforms o Application enabling platforms and solutions o Roaming and settlement o Sharing of global contents (subject to agreements) o Cross licensing of technologies, solutions and contents 15 IV. International Business o Optimized voice and data routing through the Parties' (e.g., HGC's) existing networks and points of presence o Common messaging peering and settlement services o Preferential roaming treatment among the Parties' respective operations o Preferential international call rating 16 SCHEDULE 2 Exceptional Cases Market Conditions 1. Cases where fewer than two suitably qualified Vendors are present and bidding for the project in the market. 2. Markets where a Vendor identity's is politically sensitive or its activities restricted by applicable law. 3. When the insertion of the Required Contractual Provisions results in a breach of applicable law, including, for the avoidance of doubt, breach of a fiduciary duty owed by a member of the board of directors of a particular company within the OTH Group or the HTIL Group (as applicable). 4. Markets where potential growth is limited in comparison with the installed network, thereby making it operationally unreasonable to introduce a new vendor. Existing Benefits Prejudiced 5. Purchases in relation to future network expansion phases that as of the date hereof are both planned and subject to a legally binding commitment, where the aggregate volume of the purchases has demonstrably been a fundamental consideration of the vendor during the negotiation of such agreement. 6. Purchases for equipment with prices fixed under existing agreements, including frame agreements, unless more a favorable price is introduced as a result of the Required Contractual Provisions or the Additional Volume Discounts. Natural Expansion 7. Purchases for capacity and functionality upgrades that apply existing installed nodes (e.g., adding racks/modules/cards to an existing MSC or BSC etc.) 8. Purchases or agreements for MSC/BSC/BTS and other central switching equipment (Network Equipment prices only; for the avoidance of doubt, this means that the cost of civil works shall be excluded) with a scale smaller than US$2,000,000.00. For the purpose of this Agreement, "BSC" (Base Station Controller) means equipment that monitors and controls one or more base stations in order to exchange messages, handover mobile units from cell to cell, and perform other system administrative tasks; 17 "BTS" (Base Transceiver Station) means fixed transmitter/receiver equipment in each cell of a mobile telecommunications network that communicates by radio with all mobile telephones in that cell; "HLR" (Home Location Register) means the database in charge of managing mobile phone subscribers that holds all pertinent subscriber information, such as the telephone number, handset serial number, long-distance carrier, and customer features; "IN" (Intelligent Network) means network infrastructure that is for the purpose of real time call control and credit rating; "MSC" (Mobile Switching Centre) means a large, computer-based device used to connect calls within a mobile network and as the interface of the cellular network to other networks; "Network Equipment" means any equipment used in the mobile telephone network, including but not limited to: (a) the core network: MSC/VLR/HLR; (b) the access network: BSC/TRAU and BTS; (c) transmission: PDH and SDH; (d) Intelligent Network; (e) UTRAN; and (f) Packet switching equipment. "Network Procurement Agreement" means any agreement for the procurement of Network Equipment ("Current Network Procurement Agreement" means a Network Procurement Agreement pursuant to which a supplier is, as at the Effective Date, continuing to supply Network Equipment and "Future Network Procurement Agreement" means a Network Procurement Agreement entered into by a Party at a date after the Effective Date.) "PDH" (Plesiochronous Digital Hierarchy) means a digital transmission method based on dividing information up into identical time intervals; "SDH" (Synchronous Digital Hierarchy) means a method of telephony transmission using digital techniques where data is packed in containers which are synchronised in time; "TRAU" (Transcoder Rate and Adapter Unit) means a technology whereby an encoded speak signal from a mobile station is transcoded; "UTRAN" means a UMTS (Universal Mobile Telecommunications System) radio access network. "VLR" (Visitor Location Register) means a temporary database that contains pertinent subscriber information for wireless users that are roaming. 18 EX-10.8 9 ex_10-8.txt TERMINATION LETTER TERMINATION LETTER Date: 3rd January, 2008 WHEREAS: (A) Hutchison Telecommunications International Limited ("HTIL") and Orascom Telecom Holding S.A.E. ("OTH", together with HTIL being hereinafter together referred to as the "Parties" and each a "Party") are parties to a cooperation agreement dated 21 December, 2005 (the "Cooperation Agreement"), relating, inter alia, to the achievement of commercial, operational and technological synergies and other benefits contemplated by the Cooperation Agreement, especially as regards the supply of Network Equipment (as defined therein) and services. (B) The Parties have agreed to terminate the Cooperation Agreement pursuant to the terms and conditions of this Letter Agreement. NOW IT IS AGREED as follows: 1. Each Party hereby irrevocably and unconditionally agrees that with effect from the execution and delivery hereof, the Cooperation Agreement shall be terminated and shall as from that time cease to be of any legal effect. 2. (a) Save and except as provided in sub-clause (b) below, each Party shall, with effect from the execution and delivery hereof, irrevocably and unconditionally release and waive all claims and/or rights which it has or may have against the other Parties under the Co-operation Agreement. (b) For the avoidance of doubt, the release and waiver under sub-clause (a) above is without prejudice to the Parties' obligations under Clauses 6, 9, 18 and 22 of the Co-operation Agreement which are expressed to survive this termination. 3. Each Party undertakes that it will take such action and execute or sign such further documents or agreements as may be reasonably required in order to give full effect to the terms and conditions of this Letter Agreement including, but without limitation, ensuring that this Letter Agreement is enforceable. 4. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and carrying into effect of this Letter Agreement. 5. This Letter Agreement may be executed in counterparts, but shall not be effective until each Party has executed and delivered one counterpart. Each counterpart shall constitute an original of this Letter Agreement but both the counterparts shall together constitute one and the same document. 6. This Letter Agreement is governed by and shall be construed in accordance with English law. 7. In the event of any dispute arising between the Parties in connection with this Letter Agreement, the Parties shall seek to resolve such dispute informally within 30 days of notice of any such dispute being served by one Party on the other Party, failing which such dispute shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. Each Party shall nominate one arbitrator in accordance with the Rules. The Parties shall attempt to reach agreement on the third arbitrator, who shall act as chairman of the Arbitral Tribunal. If such agreement is not reached within 15 days of the Respondent's nomination of the second arbitrator, the third arbitrator shall be appointed by the International Chamber of Commerce in accordance with the Rules. The place of arbitration shall be London, England. The language of the arbitral proceedings shall be English. IN WITNESS of which this Letter Agreement has been executed and has been delivered on the date which appears above. THE COMMON SEAL of ) HUTCHISON TELECOMMUNICATIONS ) INTERNATIONAL LIMITED ) was hereunto affixed ) in the presence of: ) /s/ Susan Chow -------------------------- Name: Susan Chow Signature of Witness: /s/ Lam Sin Yu -------------------------- Name: Lam Sin Yu, Bernardine -------------------------- Address: Solicitor, Hong Kong SAR __________________________ /s/ Edith Shih Edith Shih Occupation: __________________________ EXECUTED and DELIVERED ) as a DEED by ) ORASCOM TELECOM ) HOLDING S.A.E. ) acting by: ) -------------------------- Name Signature of Witness: ___________________________ Name: ___________________________ Address: ___________________________ ___________________________ Occupation: ___________________________ 2 7. In the event of any dispute arising between the Parties in connection with this Letter Agreement, the Parties shall seek to resolve such dispute informally within 30 days of notice of any such dispute being served by one Party on the other Party, failing which such dispute shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. Each Party shall nominate one arbitrator in accordance with the Rules. The Parties shall attempt to reach agreement on the third arbitrator, who shall act as chairman of the Arbitral Tribunal. If such agreement is not reached within 15 days of the Respondent's nomination of the second arbitrator, the third arbitrator shall be appointed by the International Chamber of Commerce in accordance with the Rules. The place of arbitration shall be London, England. The language of the arbitral proceedings shall be English. IN WITNESS of which this Letter Agreement has been executed and has been delivered on the date which appears above. THE COMMON SEAL of ) HUTCHISON TELECOMMUNICATIONS ) INTERNATIONAL LIMITED ) was hereunto affixed ) Common Seal in the presence of: ) --------------------------- Name: Signature of Witness: ___________________________ Name: ___________________________ Address: ___________________________ ___________________________ Occupation: ___________________________ EXECUTED and DELIVERED ) as a DEED by ) ORASCOM TELECOM ) HOLDINGS S.A.E. ) acting by: ) /s/ Naguib Sawiris --------------------------- Name: Naguib Sawiris Signature of Witness: /s/ Ragy Soliman ---------------------------------- Name: Ragy Soliman Address: 2005A Nile City Towers Cornish El Nile, Ramlet Beaulac 11221, Cairo-Egypt Occupation: Attorney at law EX-10.9 10 ex_10-9.txt YUDA SUPPLEMENTAL LETTER SUPPLEMENTAL LETTER Date: 27 December, 2007 To: Yuda Limited Dear Sirs, Re: Hutchison Telecommunications International Limited ("HTIL") We refer to the agreement dated 4 December 2007 (the "Sale and Purchase Agreement") and entered into amongst between Yuda Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited relating to the sale and purchase of 239,108,144 ordinary shares of nominal value HK$0.25 each in the issued share capital of HTIL. Terms used in this Letter shall have the same meanings as defined or ascribed thereto in the Sale and Purchase Agreement. Under Clause 1.1 of the Sale and Purchase Agreement, "Closing Date" is defined to mean "4 January 2008 or such earlier date as the parties hereto may agree in writing". We hereby write to request that you agree to Closing occurring on an earlier date, i.e. 3 January 2008. All other terms and conditions of the Sale and Purchase Agreement remain in full force and effect and unaffected by this letter agreement. Please would you indicate your agreement to the above by signing and returning to us the duplicate of this Letter, which will form and constitute, and is to be construed as, part of the Sale and Purchase Agreement. Yours faithfully For and on behalf of For and on behalf of Orascom Telecom Eurasia Limited Orascom Telecom Holding S.A.E. /s/ Naguib Sawiris /s/ Naguib Sawiris - ------------------------ ------------------------ Name: Naguib Sawiris Name: Naguib Sawiris Title: Director Title: Chairman and CEO Confirmed and agreed: For and on behalf of Yuda Limited /s/ Susan Chow - ------------------------ Name: Susan Chow Title: Authorised Signatory EX-10.10 11 ex_10-10.txt HWL SUPPLEMENTAL LETTER SUPPLEMENTAL LETTER Date: 27 December, 2007 To: (1) Hutchison Telecommunications Investment Holdings Limited ("HTIHL") (2) Hutchison Whampoa Limited ("HWL") Dear Sirs, Re: Hutchison Telecommunications International Limited ("HTIL") We refer to the agreement dated 4 December 2007 (the "Sale and Purchase Agreement") and entered into amongst HTIHL, HWL, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited relating to the sale and purchase of 441,026,028 ordinary shares of nominal value HK$0.25 each in the issued share capital of HTIL. Terms used in this Letter shall have the same meanings as defined or ascribed thereto in the Sale and Purchase Agreement. Under Clause 1.1 of the Sale and Purchase Agreement, "Closing Date" is defined to mean "4 January 2008 or such earlier date as the parties hereto may agree in writing". We hereby write to request that you agree to Closing occurring on an earlier date, i.e. 3 January 2008. All other terms and conditions of the Sale and Purchase Agreement remain in full force and effect and unaffected by this letter agreement. Please would you indicate your agreement to the above by signing and returning to us the duplicate of this Letter, which will form and constitute, and is to be construed as, part of the Sale and Purchase Agreement. Yours faithfully For and on behalf of For and on behalf of Orascom Telecom Eurasia Limited Orascom Telecom Holding S.A.E. /s/ Naguib Sawiris /s/ Naguib Sawiris - ------------------------ ------------------------ Name: Naguib Sawiris Name: Naguib Sawiris Title: Director Title: Chairman and CEO Confirmed and agreed: For and on behalf of For and on behalf of Hutchison Telecommunications Hutchison Whampoa Limited Investment Holdings Limited /s/ Susan Chow /s/ Susan Chow - ------------------------ ------------------------------------- Name: Susan Chow Name: Susan Chow Title: Director Title: Deputy Group Managing Director -----END PRIVACY-ENHANCED MESSAGE-----