worldng_tow'a bigger vision

Annual Report 2008 banglallnkTM

L 0. 67 17 M, 1 M 1. Background of Banglalink 1

2. Introduction to Banglalink 2

hission & Core values of Banglalink 5

Notice of Annual General Meeting 6

5. Value Added Statement 7

Corporate Social Responsibilities 9

7. Message from 0TH Chairman 13

8. Shareholders of Banglalink 14

9. Corporate Governance 16

10. Report of the Directors 29

11. HR development activities 35

12. Quality of services 39

9

Bangladesh in 1995 under the

fpanies Act 1994 as Sheba Telecom (Pvt.)

ted. It started commercial operations in

:ember 1995 and in November 1996 thepany was further permitted by the Government ngladesh to operate a nationwide GSM cellular

de system. The license covers a period of 15

int venture effort between Integrated -6jked (ISL), Bangladesh and Technology

issued share capital of the company was taken overby Orascom Telecom Ventures Limited, On 10 June

2007, the company changed its name from Sheba Telecom (Pvt,) Limited to Orascom Telecom Bangladesh Limited. The name change was approved by the Bangladesh Telecommunication Regulatory Commission (BTRC) on 6 March 2008.

e principal objectives of the company are to ovide telecommunication services across

Bangladesh through the installation and operation of telecommunication facilities,

Banglalink's Growth

70,000

60,000

C 0 50,000

66 , 582 , 3

Legend

Investment

Revenue

E C , 40000

30,000

20000,10,350

10,0006438.

20,091,4

65536 ,,

I I

41,061.9

19,945,9

133984 ,

2005 2006 2007 2008

Year 2005-2008

I ,

F-1-101 T: ri r 10

is a 100% owned subsidiary of Orascom Telecom

Holding s.a.e., Egypt, ("0TH") in Bangladesh. It was

acquired by 0TH in 2004, and after a

overhaul and the deployment of a ne,

its telecommunication services were r

under the brand name Banglalink. When angli

began operations in Bangladesh in February 2005, its

impact was felt immediately - overnight mobile

telephony became an affordable option for customers

across a wide range of market segments.

Banglalink's success was based

"Bringing mobile telephony to th

the cornerstone of its strategy.

mobile phone status from luxury to a necessity and made

available communication to the general people of

Bangladesh, thus earning a place in the hearts of

millions. The mobile phone has since become the symbol

for a positive change in Bangladesh.

This positive change, quite rightly a

Banglalink, has since become the co

Elk]

a difference is a positioning that is refle

everything Banglalink does

subscribers the following year, in Octobe

December 2007, Banglalink overtook A

become the second largest operator in B

with more tha

innovative products and services tar

market segments, aggressive imp

network quality and dedicated cus

extensive distribution network acr

and the establishment of a strong brand

ur

ill create and deliver appropriate

unicat on services to improve people's

life and make it easier

our core

sluesmployees of Banglalink demonstrate the

following values in their day-to-day activities to

ensure "making a difference" in every area of

operations.

iahtforward

e do will be useful and useable

PassionateWe always deliver with honesty and passion

Notice of annualgeneral meeting

Value addedstatement

Notice Is hereby given that the fourteenth Annual General Meeting of Orascom

Telecom Bangladesh Limited will be held at Level-7, House No. 4, Gulshan Avenue

SW, Gulshan 1, Dhaka-1212 on Wednesday, 27 May 2009 at 4 pm (local time) to

transact the following businesses.

1. To receive and adopt the Report of the Directors and the Audited Financial

Statements of the Company for the year ended 31 December 2008 and the

Auditors' Report thereon.

2. To resolve no distribution of dividend for the year ended 31 December 2008.

3. To elect Directors of the Company under Article 58D in the vacancies caused

under Article 58B & 59.

4.To appoint Auditors of the Company for the year 2009 and fix their

remuneration.

By Order of the Board of Directors

Sd/-

M Nurul Alam

Company Secretary

Dhaka

22 March 2009

Notes:

1. Members entitled to attend and vote at the Annual General Meetin

appoint a Proxy/Attorney or Representative (of a member compan

in his/her stead. The Proxy Form must be affixed with requisite reveni

and deposited at the Company's Registered Office not less than 48 ho

before the time appointed for holding the meeting.

2. Members whose names appeared in the

Value Added Statement In of lion BDT

2008

Value created

Revenue 19946 ,

Other income 38

VAT 2858 ,

22842 ,

Less: Cost of network and services 12,661

10,181

Value distributed

Employees 1,028

Contribution to Government 8,638

Providers of debt 1,657

Dividend to Shareholders

11,322

Value retained

Depreciation 6,313

Retained loss (7,455)

Deferred tax -

(1,142)

10,181

Chart category

Employees

Contribution to Government

Providers of debt

Depreciation

Retained loss

Distribution of Value (2007)

13%

-137%142% • Employees

Contribution to Government

• Providers of debt

Deprecation

Retained loss62% 19%

% In million BDT %

2007

13398 ,

29

1872 ,

15300 ,

9,488

100% 5,812 100%

10% 781 ow

85% 8,275 142%

16% 1,120 lW

0% - 0%111% 10,176 175%

62% 3,582 62%

-73% (7,946) -137%

0% - 0%

-11% (4,364) -75%

100% 5,812 100%

10% 13%

85% 142%

16% lW

62% 62%

73% -137%

100% 100%

Distribution of Value (2008)

10%

-73% • Employees

Contribution to Government

85% • Proaders of debt

Depreciation

Retdined loss

62% 16%

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As a new company, Banglalink realizes the need to

ibute to society and make a difference in the

m the beginning, Banglallnk

projects that were innovative and

rating awareness towards specific

anglalink focuses on building up a positive

iongst the people by consistently

ng or engaging in activities aimed at

difference through the process of change

erment.

alink's CSR focuses on contributing to the

adeshi society as a responsible corporate

sn. It believes in developing a positive image

ngst the people & the government as a

consistent contributor to the country's development

& its social welfare

In line with these objectives, the major CSR

platforms where Banglalink operates are tourism &

Tourism

Tourism is a sector that has a proven track record

across the globe in changing a country phenomenally.

It has far reaching impacts on the economy,

infrastructure, education and employment. With these

objectives in mind, Banglalink came forward and

partnered with Bangladesh Parjatan Corporation

(BPC) to patronize this sector so that attention and

subsequent concrete steps by all quarters could be

taken to develop the tourism potential of Bangladesh.

Several activities were initiated and a year-long

activity calendar was developed in order to promote

the potential of Bangladesh as a possible tourist

destination.

One of the major milestone projects that Banglalink

carried on throughout 2008 was exclusively promoting

Cox's Bazar sea beach in the

New7Wonders of Nature Campaign, the first and only

r.aK 9 �� c en!° rG• e

post disaster rehabilitation. Banglalink also

Iterm need based activities such

company in Bangladesh to enjoy the official nominee

status. A nationwide campaign was carried out

A1 #Yi

throughout 2008 to promote the theme "change is inIs

particular campaign was instrumental in maintaining Post disaster rehabilitation schools and mosques for the inhabitants. beautification areas, all offering better facilities forthe overall standings of Cox's Bazar throughout the Banglalink, with the help and cooperation of the passengers and visitors,year and attracted huge participation from people all Bangladesh is a nation fraught with natural disasters Ministry of Land has undertaken this project to

over the country. The Fascinating Bangladesh launch such as floods, cyclone, and drought. During all construct durable concrete houses in a village in banglalink undertook special initiatives to support and(Country Branding), the Kuakata Shagor Uthshab and national calamities, Banglalink has always been the Bagerhat (one of the SIDR affected areas), which equip the Metropolitan Police forces in several

the observance of the International Coastal Cleanup forerunner in standing beside the affected. When will accommodate about 140 families. important cities in order to manage traffic. Banglafinkday were the other important activities that SIDR hit the southern parts of Bangladesh, Banglalink Conceptually, the village is a replication of the donated traffic aid materials such as road cones,Banglafink undertook in the tourism platform. was amongst the first companies to coordinate relief government's Adarsha Gram model but with more umbrellas and reflective jackets which helped equip

activities by delivering food and other basic modern construction designs and materials. The the traffic police with modern functional aids.

Banglalink also initiated and manages a unique necessities through the active participation of project is expected to be complete in 2010.

project regarding environmental awareness through company employees and government agencies. The Ongoing projectsthe inception of the Cox's Bazar beach leaning two large scale Desh Music Fest concerts at Kamlapur In times of natural disasters, Banglalink stood steadfast

program. Over the years, this call-to-action Stadium, Dhaka and M. A. Aziz Stadium, Chittagong, in aid of the distressed. Banglalink continually Promoting National Heritage and cultureinitiative of Banglalink received much appreciation contributed immensely in raising funds for the participated in generating funds during the floods To promote Bengali heritage and culture, Banglalink is

the longest natural sea beach in the world, an awareness. Together w th'frSMS donations, all Pohela Boishakh, Lalon utsav, S.M. Sultan festival, Lokozemblem of international accolade for Bangladesh these activities generated a total of BDT. 3.7 million Sangskritik Utsav, Rabindra Jayantl, Nouka Balch, Nazrul

and the major tourist attraction of the country. for the SIDR affected people. The CEO of Banglalink, These activities are based on Banglalink's supportive Jayanti, etc, All these prominent local festivals were

When unmanaged, littering was slowly turning this Mr. Rashid Khan handed over the cheque to the role taking into consideration the various needs of lacking patronization and thus were getting organized in

pristine natural beach into an environmental Honorable Chief Adviser who greatly appreciated and society. One of the landmark projects initiated and a weak manner. Banglalink has come forward as thedisaster, Through Banglalink's efforts, an organized thanked Banglaunk for its efforts. managed by Banglalink was the infrastructure major patron for these types of local festivals thatproject was initiated, aimed at keeping the beach enhancement project at Zia International Airport promote the pride and heritage of Bangladesh,clean and generating consciousness amongst the The Chairman of Orascom, Mr. Naguib Sawiris (ZIA), the gateway to Bangladesh. As part of the need

millions of tourists who visit this beach every year. donated a fund of half a million dollars or around to modernize the international airport of the capital Each event is given an appropriate and festive lookBanglalink employs a group of monthly paid workers BDT. 35 million to rebuild houses in Southern city through which millions of people travel, basic through colorful branding and decoration. It creates

from the local community to clean the beach twice a Bangladesh for people who were affected by passenger facilities were upgraded to the levels of huge enthusiasm and excitement is created amongday, everyday. Additionally, a number of waste bins SIDR. Aptly named "Din Bodoler Gram", the modern airports. The major contributions included the local mass. Because of the huge number of people

installed on the beach by Banglalink ensure that project has been initiated in Bagerhat where donating some 1,500 passenger trolleys, installation visiting the event, it gets huge coverage in all theirresponsible littering is managed, This project Banglalink will be building an ideal village of phone booth facilities fully operated and managed national newspapers & electronic media and thus

continues till date and the beach is a leaner one comprising ofcyclone-resistant houses, including by Banglalink, beautification boards, quality direction Banglalink has been able to engage the corporate

W

arket of Bangladesh which has a very high population of 140

low mobile penetration thus great potential for growth in mobile

er numbers. Banglalink was launched in the beginning of 2005 and

ged to reach 1 million subscribers by end of year. Banglalink

at 10.33 million subscriber base at the end of year 2008- 0TH took

er stea in an extremely attractive market that has very unst

ket leadership in the countries we operate in. 0TH being a leading m

o operator, with an increasing scale and recognized operating

ives us the appropriate leverage with our key partners:

t bodies, equipment suppliers and financial institutions. I am

0TH is strategically, operationally, and financially well

EYK

ShareholdersBangIaHn

.f.n!;a'crd T d_t11IM;_

ORASCOMTELECOM Mobilinlc

Orascom Telecom Bangladesh Limited is99.999% owned by Orascom Telecom VenturesLimited a fully owned subsidiary of 0TH.

Orascom Telecom is a leading international telecommunications company operating GSM networks in high growth markets in the Middle East, Africa and South Asia, having a total population under license of approximately 453 million with an average mobile telephony penetration of approximately 46% as of 30 September 2008. Orascom Telecom operates GSM networks in:

Algeria ("OTA"),Pakistan ("Mobilink"),

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Egypt ("Mobinil"),Tunisia ("Tunisiana"),Bangladesh ("Banglaf ink"),Zimbabwe ("Telecel Zimbabwe"),North Korea ("Koryolink")

0TH has acquired in early 2008 a license tooperate mobile services in North Korea through its subsidiary Telecel Globe, 0TH also operates in Burundi and the Central African Republic.Orascom Telecom had over 78 million subscrib-ers as of December 2008.

Orascom Telecom is traded on the Cairo & Alexandria Stock Exchange under the symbol(ORTE.CA, ORAT EY), and on the London StockExchange its GDR is traded under the symbol(ORTEq.L, OTLD LI).

Shareholders of Orascom Telecom Bangladesh Limited as of 31 December 2008 are:

1. Orascom Telecom Ventures Limited 2. Mr. Naguib Sawiris3. Mr. Afzal Husain Choudhury4. Mr. Ragy Soliman5. Mr. Zouhair A Khaliq6. Mr. Rashid Khan7. Mr. Ezzeldin M Heikaf

014 '- .&� � �y

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Corporate Governance

H orporate Directory

IBoard of DirectorsNaquib Sawins

olimanA Khaliq

Qomi

rectorAhmed Abou Doma

Chiof. Financial OfficeraA Hassan

A2

BanStandar mQtbankNA

HSBC

Eastern Bank

The City BankBank AsiaDhaka Bank

Chartered Account9, Mohakhali C/ADhaka-1212

Registered &Tigers' Den

House # 4, Gulsha

Gulshan-1, Dhaka-

RegisterTigers' Den

Legal AdSyed Ishtiaq Ahme

."

upali Banknail Bankrani Bankata Bank

Al Falah Ltdi Bank Bangladesh Ltd

ahjalal Bank Ltd 'F-ft

Commercial Bank of Ceyl Trust Bank Al Arafa Islami Bank Ltd

Habib Bank Ltd

National Credit and Com Bank L

VW

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Director

as continuously contributed to!9and diversification of the company into what

oday - one of Egypt's largest and mostersified conglomerates. The Orascom Group is

e country's largest private sector employer and has the largest market capitalization on the Cairo &

ndria Stock Exchange. Mr. Sawiris established l t built the railway, information technology, and

ommunications sectors of Orascom. The

companies: Orascom Telecom Holding ("0TH"),Orascom Construction Industries ("OCI"), Orascom

Hotels & Development and Orascom Technology Systems ("OTS"), Orascom Telecom Holding S.A,E was established, in late 1997, and since then, has been chaired and managed by Mr. Sawiris.

Chairman and CEO of Orascom Telecom Holding,is has dynamically led the growth of the, to be the leading regional telecom playerg the best regarded emerging marketthe world, 0TH operates GSM networks in

Brent countries in the Middle East, Africa,i Asia (Egypt, Bangladesh, Pakistan,

ge a, Tunisia, Zimbabwe, and North Korea) with 78 million subscribers as of December 2008.

In addition, it operates the leading Internet Service Providers (ISPs), as well as satellite service providers.

In January 2003, as recognition for its regional role in the telecommunications industry, Orascom

HE

appointment came as an acknowledgement of thegroup's position as one of the ten largest operators based on subscriber numbers.

After founding Weather Investments in early 2005, Mr. Sawiris led the landmark leveraged buyout of a majority stake of Wind Telecommunications in Italy and took over management as its Chairman in late summer 2005. Almost a year after this important step, he led Weather Investment's acquisition of Tim Hellas in Greece and re-branded it under thename "Wind Hellas". In November 2006, Wind

Telecommunications floated the largest ever PIK

debt in Europe with proceeds used to complete the buyout of Wind from ENEL resulting in the Sawiris Family owning 98% of Weather. These latestacquisitions mark a new milestone in Mr. Sawiris's long and successful career journey in leading the international growth of both Orascom Telecom andWeather Investments.

Mr. Sawiris is also Chairman of the Board ofWeather Investments and Chairman of the Egyptian

Company for Mobile Services ("ECMS"), commonly

known as Mobinil. At international and regional levels, Mr. Sawiris serves on the following Boards, Committees and Councils, as:

• Member of the International Advisory Committeeto the NYSE Board of Directors ("IAC") since

November 2005

• Board member of the International Advisory Board to the National Bank of Kuwait

• President of the German-Arab ChaIndustry and Commerce for 2008-2

• Board member of the Supreme Coun itSciences and Technology formed by a presidential decree issued by Egyptian President HosniMubarak. The council's board includes a galaxy of scientists including Nobel laureate Dr. AhmedZewail, Dr. Farouk EI-Baz and Dr. Magdy Yacoub

• Co-chairman, the Egyptian Italian Business Council

• Board member on both the Board of Trustees and the Board of Directors of the Arab ThoughtFoundation,

• Board of Trustees member of the French

1 1�

• Board member of the Egyptian Council for ForeignAffairs

• Board member of the Consumer Rights Protection Association of Egypt

Mr. Sawiris is also the recipient of numeroushonorary degrees, industry awards and civic honors, including the "Legion d'honneur" (the highest award given by the French Republic for outstandingservices rendered to France) and the recipient ofprestigious"Sitarae-Quaid-a-Azam" award(conferred upon Mr. Sawiris in 2006 by GeneralPervez Musharref for services rendered to thepeople of Pakistan in the field of telecommunication,

investments and social sector work)-

Mr . Sawiris holds a diploma of MechanicalEngineering with a Masters in Technical

Administration from the Swiss Institute of

Technology, ETH Switzerland and a Diploma from

the German Evangelical School, Cairo, Egypt.

Ragy SolimanDirector

position urrnreaor- Lega2007, Mr. Soliman assumed the position of OTH's

General Counsel at Orascom Telecom. In his role as General Counsel to Orascom Telecom, Mr. Soliman has oversight and management responsibility for all legal and corporate governance matters. He alsoserves on a number of executive managementcommittees. Prior to his appointment in 2003, Mr.

Soliman represented a broad range of international corporate and governmental clients as a SeniorAssociate with Ibrachy & Dermarkar in Egypt and in

other International law firms. He holds a Master's

Degree in International Business Law from London

University.

Zouhair A Khaliq

Director

4,�Mr. Zouhair ariRM"President & CEO of Mobilink on 1 Junebrings with him 22 years of Board levmanagement e;and technology

In his previousfor Orascom Telecom in Cairo, he was responsible for Commercial Operations, Strategic Planning,Technology, IT, Human Resources and Corporate

Governance for the group's telecom and technology companies. He developed and successfullyimplemented Orascom Telecom's new operational

anagement strategy. He revamped Boardvernance in Orascom's subsidiaries by setting up

ghter monitoring and control systems.

Earlier in his career with the Orascom Telecom, as the Chief Financial Officer, Mr.Khaliqssfully led negotiations on debt re-structuringis banks and principal vendors and wasnsible for the sell down of various nongic subsidiaries.

Khaliq served as Senior Director of Regional Operations for Motorola's Europe, Middle East and African telecom networks during 1996 through2001, while based in the UK. He represented Motorola's interests on the Boards of several

companies in the region, including Mobinil in Egypt and Mobilink in Pakistan. During this time, Mr. Khaliq played a lead role in the launch of several cellular operations including Mobilink in Pakistan, Fastlink in Jordan and Mobinil in Egypt.

As a qualified Chartered Accountant from the United Kingdom, Mr. Khaliq earlier served in seniormanagement positions at Motorola, Mobilink,Millicom, ICI Pakistan and Price Waterhouse.

Mr. Khaliq has served on the Boards of OrascomTelecom Algeria and Tunisia and is currently on the Boards of Mobilink, Link Direct International, Trans

World Associates and Banglalink.

Ahmed Abou DomaManaging Director

Officer of "Banglalink" effective 07 January 2009, Before joining Banglalink Mr. Ahmed was working as

the Marketing Director of Egyptian Company for

Mobile Services "Mobinil"; he held that position between the years 2003 and 2008. During the period, the company witnessed an unprecedented growth in subscribers from 2,7 million in 2003 to20.1 million in December 2008, becoming the largest mobile service provider in the Egyptian market and maintaining the leadership it became known for.

Ahmed started a long path of success with Mobinil since he joined the marketing team in 1998 where he led the development of postpaid and prepaidservices as well as tariff design for the consumer segment. As part of the start up team of Mobinil, he significantly contributed to laying down the foundation of the GSM value propositions that were introduced for the first time in the Egyptian market for both the postpaid and prepaid services and continued to shape Mobinil's growth and market positioning strategies and plans.

Prior to joining Mobinil, Mr, Ahmed started his career in the Information Technology field where he held several positions with multinational firms suchas IBM and Datum IDS. Ahmed brings over 15 years

of solid managerial and commercial experience. He holds a Bachelor of Science in Electronics and Communication Engineering from Cairo University and IEP Certificate from INSEAD Business School

1IJ111/

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TI1 WManagement Team From left to right : • Muhammad Arshad • Arif Mehmood Malik • Ahmed Fady • Tarek Beram • Ahmed Abou Doma •

Omer Rashid • Nfzar El Assaad • Mohamed Osman • Zalkul Islam

Mohamed OsmanChief Financial Officer

Ahmed Abou DomaChief Executive Officer

Mr, Ahmed Abou Doma joined Banglalink as CEO on 7th January 2009,Before joining Banglalink he was working as Marketing Director ofEgyptian Company for Mobile Services "Mothnil" from 2003 to 2008. Hejoined "Mobinil", a subsidiary of 0TH In 1998,

Prior to joining Mobinil, Ahmed started his career In the InformationTechnology field where he held several positions with multinational firmssuch as IBM and Datum IDS, Ahmed brings over 15 years of solidmanagerial and commercial experience

Mr. Ahmed has done IEP Certification from INSEAD Business School andholds a Bachelors Degree from Cairo University, Egypt majoring inCommunication & Electrical Engineering.

Muhammad Arshad

Arif Mehmood MalikSales Director

Arif Mehmood Malik joined Banglalink as the Sales Director on February 2007. Most recently, Arif has been serving with Mobilink as Regional Director, Sales and Distribution,

Arif possesses working experience of over 20 years out of which he has worked in the cellular industry for a number of years in the fields of Customer Services, Sales, Retail and Distribution, He has wonnumerous performance awards including multiple awards in the category of 'Top Performance Region across Pakistan',

Mr. Osman joined Banglalink on July 2005 as Finance Director andremained in this role till July 2006, Prior to joining as CFO he wasworking for 0TH as Revenue Assurance Director. He joined theEgyptian Company for Mobile Services "Mobinil", a subsidiary of 0THin June 2001 and before that he served in Egyptian TelecomCompany for one year,

Mr, Osman has over 11 years experience in the telecom industry,where he held several management positions. He holds a Bachelordegree in Accounting from the Helwan University in Cairo,

Omer RashidChief Commercial Officer

Mr, Rashid joined Banglalink in October 2004 and prior to this, hespent four years in Mobilink (Orascom Telecom's operation inPakistan) where he was looking after Marketing Strategy andPlanning.

Before joining the 0TH team in 2001, he managed the Nescafe brandIn Nestle for more than one year He also has over 4 years experiencein the engineering R&D sector

Mr. Rashid holds an MBA from IBA (Lahore, Pakistan) and has adegree in Engineering,

Ahmed FadyChief Technical Officer - In Charge

Mr. Fady has been appointed recently as the Acting Chief Technical Officer ofBanglalink. He joined Banglalink on October 2004 as Operations &Maintenance Senior Manager,

Prior to joining Banglalink, Mr, Fady was NOC Manager in Orascom TelecomAlgeria, "Djezzy". Djezzy is a mobile phone operator and a fully ownedsubsidiary of Orascom Telecom Holding.

Mr, Fady has over 12 years of experiences in the telecom industry, where heheld several management positions. He holds a Bachelor of Engineeringdegree in Electronics and Communications from the Ciro University, Egypt,

Customer Care Director

Muhammad Arshad joined Banglalink in October 2006, Prior to joiningBanglalink, Arshad was the Director Quality Assurance & Training andChurn Control in Mobilink (Orascom's subsidiary in Pakistan) and beforethat he was the National Manager Customer Operations in Paktei.

Arshad holds an MBA from IBA (Lahore, Pakistan) and a Business ofScience degree in Mathematics & Physics,

Nizar Eh-AssadInfrastructure & Operations Sr. Manager

Mr. Assad joined Bangialink on November 2004 as Senior Manager of ITInfrastructure & Operations,

Prior to joining Banglalink, Mr. Assad co-founded Anzlma CooperativeSolutions in Beirut, Lebanon. Anzima is an IT solution firm which providesstate-of-the-art IT solutions, He has worked in this company for almost 10years.

Mr. Assad holds a Bachelor of Engineering degree in Computer andCommunications from the American University of Beirut in Beirut, Lebanon-

Tarek BeramHuman Resources & Administration Director

Tarek Beram joined the team of Tigers with FMCG background inseveral multinational firms, Coming from Cadbury Schweppes, hewas managing the organizational development function for the last3 years and prior to that he was managing various HR roles in theBritish supermarket chain, Sainsbury's.

He started his career in Americana Group which manages major fastfood chains in the Middle East Including KFC, Pizza Hut and TGIFriday's. Tarek was also playing basketball as a professional for 12years and was a member of the Egyptian national team,

Tarek holds a Masters degree in International BusinessAdministration from ESLSCA - a French business school,

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MW

Profile of the Company Secretary M Nurul AlamSecretary to the Board of Directors

ZalOul IslamRegulatory Affairs Sr, Manager

Mr, Zakiul Islam, heading Legal & Regulatory Affairs joined Banglalink as Senior Manager of Regulatory Affairs. Prior to Joining Banglalink, heworked in Warld Telecom as Head of Project Management departmentwith the responsibility of timely roll out of network throughout thecountry, Mr, Islam has had over 10 years experience In the telecomindustry and previously has also worked extensively in themanufacturing industry,

Mr, Islam has graduated from Bangladesh University of Engineering &Technology (BUET) and holds a degree in Electrical & ElectronicEngineering,

Internal Controlstem

ement recognizes Its responsibility to

,alanced and understandable assessmente Company's position and prospect. The

agement has accountability for reviewing andoving the effectiveness of internal controls

nurruvur•PU1rlrgrr►ru

nternal Audit of 0TH which is conductedtwice in a year and the report of Group Internal

Audit is reviewed by the 0TH Audit Team.

CorporateResponsibilityEmployment practice

Banglalink, as part of 0TH, provides safe and healthy working environment to support employees to perform at their full potential and to take

pnsibility for the performance and reputation ofompany. Our employees are treated with

ct and dignity. We encourage diversity ande fair treatment through all phases of

employment.

Subscribers

We value our subscribers and provide a high

Mr, Alam is a Professional Chartered Secretary with Master of Accountingand he is also a member of Institute of Internal Auditors of Bangladeshand Institute of Accounting Technicians of Bangladesh,

Mr, M Nurul Alam has been appointed as Company Secretary In November2007. Prior to joining Banglalink he was working as the Deputy CompanySecretary of GiaxoSmithKlIne Bangladesh Limited, a renownedmultinational pharmaceutical manufacturing and marketing company. Hehas over 28 years of job experience In different multinational companies,

Risknagement

ng risk factors being part of a world

pany, it is always guided byd risk management tools. The company

otential risks from many corners, likeLegal compliance matters, environmental issues and

more emphatically, the quality of services.

To perform the risk management activities the company has approved EHS Policy and the following

watchdogs are engaged to oversee the compliance matters.

• EHS Committee

• Statutory Auditors engaged for quarterly review • Operations Management Team

EHS Committee looks after the Environment, Health

and Safety related issues and takes necessary steps for compliance.

The Statutory Auditors are engaged to review financial transactions and submit report every quarter.

Operations Management Team sits every week identifying operational issues and takes necessary steps or forwards the Issues to the Management Team for decision.

standard of services to our valued subscribers

through a large number of banglalink service points throughout the country.

Caring Environment

We operate in an environmentally responsible manner through systematic management. We will improve the efficiency in accordance with the requirement to minimize cost in use of energy and waste generated. We aim to find opportunities to recycle our waste.

g business operating activities andr o mance of the Company for the year ended

December 31, 2008, with highlights of audited financial statements and auditors report, thereon in

s very challenging for Banglalink and during; Banglalink exceeded 10 million (one crore)ers base, ending the year with over 10.33

customers. Banglalink broke the 20%et share barrier and ended the year with

market share while also strengthening thetion as per the numbers reported bysh Telecommunication Regulatoryion (BTRC). During its presence for 4

Banglalink has become a beloved mobiletor among the citizens of Bangladesh forng comfortable call rates and providing quality

nglalink proved itself as the fastestile operator in Bangladesh a

phone penetration is increasing rapidly in this country,There are 6 mobile operators working in the country and among them 5 are GSM operators and the other

is CDMA, Acquisition of subscribers is aggressivelyetitive, Rate of penetration is around 29,76% as

;ember 31, 2008, The activities of the mobile;ors are regulated by Bangladeshmmunication Regulatory Commission (BTRC).

Average Revenue Per User (ARPU), in the industry's

perspective, is declining day by day due to decreasing call rate per minute caused by increased competition among the operators,

It was deemed that the government would withdraw the SIM Tax in the Finance Act 2008 but ultimately the

government did not do so, SIM Tax of Tk. 800 per SIM

still exists and the amount, although realizable from the people as indirect tax, the operators are not doing so for aggressive subscribers acquisition tendency,Higher mobile phone penetration enhances GDP

growth; according to a recent research finding, with every 10% increase in mobile phone penetration, a

Business Activities

Financial Performance

Net revenue of the Company for the year 2008 were

BDT 19,945.9 million against BDT 13,398.4 million

of the last year. Net growth was 49% over the last year. In the year 2008 Banglalink could maintain almost similar ARPU in spite of the intense price war in the industry.

Continuous investment for expansion

Despite the aggressive acquisition cost associated with the upfront SIM Tax, Banglalink managed tomaintain a positive EBITDA in the year. This was

achieved with the continuous enhancement and expansion of the network in terms of coverage and quality, product innovation and segmentation, enhancement of customer care services, and aggressive brand building strategies. During 2008 Banglalink invested over USD 376 million in CAPEX.

Review of the year

During this year the company incurred a net lossbefore tax BDT 7,455.4 million and retained loss as

at 31 December 2008 BDT 23,028.9 million and as at balance sheet date, its current liabilities exceedsits current assets by BDT 22,766.7 million. The

management is however, confident that thecompany will continue in operational existence for the foreseeable future on the basis of improved profitability and continued support of its bankers, equipment vendors and parent company OrascomTelecom Holdings (0TH).

Products & ServicesIn 2008, Banglalink continued to focus heavily on enhancing service quality, both in terms of network quality and customer service with a great emphasis on improving indoor coverage, and wherevernecessary, special in-building solutions (IBS), especially in the case of enterprise customers.

Banglalink also rolled out over 1,076'Banglalink

Corporate SocialResponsibility (CSR)

Ever since its launch, Banglalink has been aware of its roles as a responsible corporate entity

committed to doing things that truly make adifference in peoples' lives.

Banglalink's objectives for its CSR activities:

• Contribute to Bangladeshi society as a responsible corporate citizen

• To develop a positive image among the people & government of Bangladesh - as a consistentcontributor to

o Country's development

o Social welfare

Major CSR platforms for Banglalink

• Long term platforms

o Tourism

o Post Disaster Rehabilitation

• Short term need based activities

Tourism

For the development of Bangladesh tourism,

Banglalink is consistently contributing in the tourism sector. In broad heads, the activities include;

o Becoming the Official Nominee Supporter for

Cox's Bazar in New 7 wonders Campaign and

running a 5 month long well integrated ATL andBTL campaign

o SponsoringLaunching

o Sponsoringcompetition and

o Sponsoring Kuak

o Cox's Bazar beach cleaning

o Beautification and capacity

passenger service of Zia Intern

newly introduced high quality directio

o Sponsoring banglalink Dha

r

o serving World Tourism DayiiBangladesh Parjatan Corporation

o Sponsoring International coastal clean up day 2008 etc.

Disaster Relief Activities at a glance

Banglalink has been repeatedly contributing with relief materials & donations at the time of national crisis. In broad heads, the activities includes:

oFoundation stone laying Ceremony of "DinBodoler Gram" at Bagerhat, where

Banglalink is going to be building an idealvillage for families devastated by HurricaneSIDR with the donation of BDT3.5 crores

(USD0.5 million) of 0TH Chairman Mr.Naguib Sawiris

oContribution to Chief Advisor's Flood Reliefand Welfare Fund for Flood victim

oBanglalink desh music fest 2008 for SIDRvictims

Short term need based activities

Banglalink has been there with a supportive role in various needs of the society. These activities are done on short term basis e.g.:

o Donating Traffic - aid materials

o Donation for ASHIC Foundation

Financial Detail2008

Assets Property, Plant and

Equipment (at cost less dep) 45,179,904

Project under construction 13,115,864

Intangible Assets do 2,361,011

Current Assets 5.925.483

TtAt o al sses66582262 , ,

Equity & Liabilities

Share Capital 24,764,881

Share Money Deposit 17,633,539

Retained earnings/(loss) (23,028,853)

Long term loan 18,520,542

Health, Environment &SafetyBanglalink ensures to provide a healthy andrisk-free environment for its employees, customers,contractors, suppliers, visitors etc, Banglalink hasan Environment, Health & Safety Committee whichensures healthy and safe environment by organizinghealth awareness programs for the employees,

Directors' responsibilitiesfor financial statement

M/s. Rahman Rahman Huq Chartered Accountant is

the Company's statutory auditors who haveexamined the financial statements made availableto them by the Board of Directors together with allrelevant records, minutes of the meeting of theBoard of Directors and shareholders. Thus the

Directors ensured the compliance of provisions oflaw in connection to maintain proper books ofaccounts and prepare financial statements that givea true and fair view of the state of the company'saffairs. The Directors are of the view that thefinancial statements have been prepared under theGenerally Accepted Accounting Principles (GAAP)

and in accordance with Bangladesh AccountingStandards (BAS) as laid down by ICAB.

2007 2006 2005 2004

In BDT' 000

29,104,311 13,326,819 7,373,282 245,138

6,786,529 2,425,482 532,552 832,250

194,805 223,025 164,457 30,167

4.976.242 4,116,100 2.332.28 1.007.807

41,061,887 20,091,425 10,403,219 2,115,362

637,294 637,294 637,294 637,294

16,146,303 10,958,918 3,704,743 588,684

(15,573,478) (7,764,780) (3,477,933) (178,624)

19,928,262

service points' (BSP) nationwide, customer boothsthat have been set up at the regional level toprovide easier access to customer services innon-metro area.

o Sponsoring banglalinkof "ITour

0 Spoof "Immediate Steps to be taken for new 7

Current liabilities 28.692.153

66,582,262Total equity & liabilities

19.923.506 16.259.993

41,061,887 20,091,425

5.137.834 1.068.008

10,403,219 2,115,362

m

Contribution to National ExchequerWe contribute a big

Operationsment Team

ShareholdingOrascom Telecom Ventures Limited, a 100% owned

to National Exchequ

year in the form oDuties, VAT, Fees

year 2008 Bangla

contributed BDT

million and the totpaid in the

Banglallink paid to national exchequer

15000000 11.745,652

0 0 9,774,7680

10000000

5000000 3,530,791

1,674,223

02005 2006 2007 2008

Management Team comprising ofmembers of employees from every

rtmentsits once a week to address ,g from day to day operatioack to the Management T

rectors'

subsidiary of Orascom Telecom Holding (0TH),holding the 99.999% shares of Orascom Telecom Bangladesh Limited.

AcknowledgementThe Board of Directors appreciated the efforts of the employees both in team and individually for "making a difference" during the year 2008 whenthe company achieved 49% growth in terms of

revenue over the year 2007 and as well as

exceeding subscribers base of 10.0 million.

Statutory Payment

The Directors are satisfied that all statutory payments have been made up to date,

The Board of Directors & activitiesDuring the year 2008 a total Number of meetings held

himself

Mr. Ah

Board since the last Annual General Mprovision of Article 59 also retiredeligible,

Meeting

The Board of Directors expressed their gratitude tothe subscribers, dealers, trade partners and regulators for bestowing their confidence on Banglalink which was the main driving force for the success of the Company during the year 2008 and

expected that the trust and confidence will continue to be striving to live up to the expectations.

of 10 meetings of the Boardof Directors were held. Tfollowing table shows tcomposition o

Directors andthe Board me

Name of Directors

Mr. Naguib Sawiris

Mr. Ragy Soliman

MrZouhair Abdul Khaliq

Mr. Rashid Naseer Khan

Remarkswhilst a Board member attended

10 Leave granted

10010

10 Leave granted

10 10

ed themselves for re-appointmenrectors recommended M

as the auditor of the Co

The Board of Directors also thanks the vendors,bankers, stakeholders, insurance companies, utility providers, government agencies and individuals who extended help and cooperation for the achievement.

For and on behalf the Board of Directors

The members

ManagiMr. Ahmed Abouplace of Mr. Rashid Khan. Before joining Banglalink he was working for Egyptian Company for Mobile Services (Mobinil) as Marketing Director. During his tenure, Mobinil witnessed an unprecedented growth in subscriber basefrom 2.7 million in 2003 to 20.1 million in December 2008. The Directors welcomed Mr. Ahmed Abou Doma on

board as member of the Board of Directors and Managing Director & CEO.Shareholders meeting held during the year 2008

Date of meeting Nature of meeting

Sd/-Ahmed Abou DomaManaging Director

Purpose of meeting

Management Team

The Management Team headed by Mr. Ahmed Abou Doma, CEO sits once in a week to review and whey; authorize corporate actions with respect to the matters concerning to the Company's interest, strateg management of its business. The Management Team is responsible to the Board of Directors through

April 17, 2008 Extra Ordinary General Meeting

July 01, 2008 Annual General Meeting

July 27, 2008 Extra Ordinary General Meeting

Conversion of Company status From Private to Public.

For approval of Directors Report & Audited Financial

Statements for the year ended December 31, 2007.

Amendment of Memorandum & Articles of Association for Increase of Share Capital.

Mr. Mohamed Hassan Osman Hassan has joined the Company as Chief Financial Officer on 23 Novemb

place of Mr, Ezzeldin Heikal, Prior to joining Banglalink, Mr. Mohamed Osman was working for 0TH as Revenue Assurance Director in Egypt, The Directors welcomed Mr, Mohamed Osman in the Company,

m

ommitment to nhance Organizational

cess and probably the most: crucial role ofday's HR in this ever changing and challenging siness environment, Banglalink HR is always pare about business needs and is committed toovide the required support in order to achieve

fill,

ce etc, and HR played a very important role in � r to achieve these feats. The main focus was to ct the best talent and then develop them inr to enhance the knowledge and skills of our

Employment Category Onboard Manpower Status

Expatriate 17

Local - Permanent 1079

that Ire on, Banglallnk has taken some

strategic actions during 2008 in line with the business needs, which are mentioned below:

ing best Talents

alents is one of the key actionscontinuing to focus on as per the

business requirement. Recruiting the right people in the right position and also in the right time is one of the key factors of the success of a business. Thesnap shot of Banglalink manpower in 2008 is given

Newly Joined employees Separation Status

4 12

213 128

Local - Temporary

TotalIM 726

1823

449

666

SIIIIMI 248

388

Mi

Development of peopleWe have successfully implemented business driven comprehensive training programs. The benefits of this huge effort are multidimensional. Our training programs have brought about an enormousimprovement in knowledge and skills on the`Banglalink way of doing business' as well as of core functional skills. Additionally through our training programs, we have created more enthusiastic,communicative and energetic work atmosphere for our people.

Training Information 2008

Total No. of Trainings: 141

• Total International Trainings 26

• Total no. of Local Training 115

Total Training Man-hour; 21914

Total No. of Participants: 1012

[BnnnW ,_ sent n ❑

from Technical, Commercial and Financedepartment to Talent management program

organized by 0TH. The objective of this initiative is to identify and develop a cadre of management talents from 0TH and its subsidiaries to support the achievement of OTH's aggressive growth plan as well as to prepare them to face future business challenges. It is a 2-year long program which starts from 1 March 2008.

Apart from that, Banglalink library has been set in Tigers' Den with all the latest management books and journals in order to promote a learning culture throughout the organiza

PerformanManageme

Here in Banglalink, the performance management process starts with setting individual objectives at the beginning of the year and is completed by

evaluating the performance after the completion of the business year. This process is directly linked with individual bonus, salary increlpromotion. We have completed thMsuccessfully in 2008 and a total of

Sc

CompetitiveCompensationManagement

We always try to be updated about the marketcompetitiveness of our pay structure. Toward that direction we keep our eyes and ears open to gather information from different channels to benchmark.

The contributory provident fund has beenintroduced in March 2008. This is one of the major long term benefits for the permanent employees of Banglalink.

To cope up with changing business needs, we have implemented Transfer Allowance for the employees to cover their transportation expenses and

modate disturbances in case of regionalfers. In addition, the Traveled in line with present bufrom that, the implement

incentive for temporary staff fuimotivation of sales employees to a e etargets more aggressively on a monthly b

People jactivi

Banglalink oemployees and their family members.massive gathering as a total of 3,581 eand their family members attended in fvibrant venues of the

ilv D i

teams from different departments paAccess Network Department became the

and Accounting & Finance Department be

Runners Up. Furthermore, in order to enc

more employee participation the projectsIdea" an"

EmployeecommunicationFirst of all, a comprehensive Induction Program is organized twice a month for new recruits, The objective is to communicate the key information related to Banglalink vision, mission, and values as well as to orient them about our HR policies,procedures and practices,

As a part of maintaining communication with the employees on a regular basis, we organize several "Extended Management Meeting" for managers and above, The objective is to share the status of the business and key strategies, Apart from thatbreakfast meetings with CEO and HR & Admin Director are also organized where all levels of employees get the opportunity to interact in aninformal way,

HR Automation

Banglalink has introduced HITS-HRIS system for its

employees from early 2008, The system records

basic demographic, address data, new joiners, training and development, vacation and attendance, compensation records and other related activities, As a

part of the implementation process, HITS-HRIS has been introduced to all permanent employees with features like Profile, Change of Status, Payroll, Objectives and Appraisal etc,

we are there for you

1 1J 1'

romising the best servicenglalink, being the second largest mobile operator in ngladesh, continued making the difference in the year

with a high quality of Customer service. "Banglalinkmer Care" and became a new era in the field ofmer service; with a massive campaign "Kotha Dilam

nglalnk Customer Care" Banglalink has reached toheights of customer service & created a positive

impression.

To cater & delight over 10 million subscribers, Banglalink Call Center has been upgraded into a newstate-of-the-art system with Avaya Call Center solutions where we are now serving over 50,000 customer queries

day. Banglalink ensures the quality of service &the demands of customers with just one Call. OurI service towards customers has created a verye impact in the industry.

On 2008, Banglalink has increased its customer Service presence & visibility all across the country; having over 1,076 Customer Care Touch Points enabled Banglalink to reach & serve customers near to their area ofliving/business.

2008 in catering personalized service to its high valuepostpaid segment, A group of well trained & dedicated credit monitoring team is there to serve these high value customers in terms of their payment clarifications,reminders, billing queries etc,

Banglalink customer care also played a major role in business development & customer retention, A dedicated team of Enterprise relation managers were there to serve a large number of corporate & high value customers, An experienced research team has assisted the company to be aware about the market pulse & voice of the customer of Banglalink and its competitors, enabling precision product design and effective communication strategies thereby giving the company an edge over its competitors,

Banglalink customer care has been maintaining Customer Satisfaction Index (CSI) at more than 90%, measured both in-house and out sourced which is an industry standard & translating the message that the customers are highly satisfied with the service quality,

With differentiation factors like customer turn around time less than 10 minutes at all front end touch points, one call service at call center, largest customer service network across the country & many more, Banglalink r, vdnmpr carp nmmLcpc to continue to de fiver a high

Ensuring NetworkQuality

Continue to Accelerate Network Roll-out

Maintaining a quality network along with providing coverage with satisfactory QoS around the country has always been the priority focus area ofBanglalink. Extensive network expansion was implemented to keep up with the rapid growth of subscribers during last year. At the same time, a number of steps were taken to identify the problem spots in the network in order to improve the quality. Immediate necessary actions were taken to improve the capacity or coverage problems. Banglalink values customer perception of the quality and expedited actions to rectify issues. Technireceived Feedback from different custompoints, analyzed and investigated, resultifurther improving of the network quality.Banglalink cares about the subscriber's demand expectations.

Expand Network to Capitalize on Data Opportunities

Data services are becoming m

addition to voice services. Eveconcentrates their effort not onbut also for data services. BangGPRS in postpaid customers long ago. Bit introduces GPRS for prepaid customtheir service for wide variety of custoBanglalink launched EDGE for in Metro

it enables the valued customers to cointernet through high speed conne

Quality first, quality alwa

Quality is an ongoing activity withimprovement opportunities; Banglalink has

dedicated teams all around the country to conduct regular extensive quality checks on the ground and take immediate measures to improve the quality. Customer feedbacks are given high importance and actions are taken to resolve the identified problem Banglalink is well-positioned with its internationa standard expertise, tools and processes to ensu

We i,n,ta1i';

Comprehensive Fiber Optic Network

Banglalink has extensive and reliable transmission capacity through the fiber Optic network covered all over the country, It has Optical fiber ring and SDH mw rings in Dhaka city. It also establishes SDH mw backbones towards Chittagong, Khulna, Bogra and Sylnet, PDH backbones in Rajshani, Rangpur,Mymensingh, Jessore and Barisal and an Opticali f ber link from Dhaka to Chittagong, All thesearrangements were done to ensure service quality, which enables Banglalink greater control ofnetwork, reduction of reliance on third party leased lines and reduction of transmission costs,

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Improving coverage in national and regionalhighways were also one of the major focus areas in 2008, Innovative solutions like optimized coverage enhancement techniques have helped Banglalink to improve the coverage situation in weaker cover

Growing Netw

Regular monitoring isnetwork and necessaibased on the acceptable QoS, Ban increasing its capacity to me,

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and other major cities In-building Solu Microcells have been deploy,

i

Business outlook may be included in any part of this Annual Report, achieving of which is completely dependent upon the Natural, Political, Regulatory, Economic and Industry environment of the Country which also depends on the global condition. Our strategies, policies and investments are based on our business outlook Any unforeseeable changes in any environment as mentioned above may cause our actual outcome to differ from the business outlook stated in this Annual Report.

This Annual Report may include information collected from different available reliable sources; accuracy and completeness of which we can not be guaranteed.

We appreciate, the prospective investors to apply their own judgment in case of any transactions with the company.