Zain invests in Moroccan operator 'Wana

US$324 million co-investment with Al Ajial Investment Fund holding as a consideration for a 31% stake in Wana

Zain in a 50/50 partnership with Al Ajial Investment Fund Holding ("Al Ajial") has agreed to invest through a newly established joint venture "Zain Al Ajial" an amount of MAD 2.850 billion (USD 324 million) in return for 31% of Wana Corporate SA ("Wana"), the third mobile telecom operator in Morocco.

This new investment by Zain and Al Ajial will provide Wana with the funding requirements and operational contributions to continue on its ambitious growth plan and to successfully launch its new GSM license in late 2009. Under the agreement Zain will assist Wana for the deployment of the new GSM Network. Wana is an integrated telecom operator currently offering fixed and restricted mobility wireless services (branded as "Bayn"), full CDMA mobility services (branded as "Wana") and Internet and data services throughout Morocco.

"With 22.5 million mobile customers representing about 70% penetration, Morocco is an exciting new region for Zain to extend our footprint to 23 countries," said Dr. Saad Al Barrak, Chief Executive Officer of Zain. "Alongside ONA, the largest conglomerate in Morocco and its main shareholder SNI, we look forward to assisting Wana to capitalize on its demonstrated track record of introducing innovative products to the Moroccan community and to share the substantial growth opportunities that lie ahead as Wana launches its new GSM offering."

Karim Zaz, Chief Executive Officer of Wana commented "We are extremely pleased to partner with Zain and Al Ajial in this new chapter of our business. Our new investors provide us with the right combination of long-term financial investment and operational resources to help us achieve our objective of making Wana a leading telecom operator in Morocco."

"We have admired what Wana has accomplished since it was awarded with its fixed and mobility licenses in 2005 and 2006," said Waleed Al Fehaid, Chairman, of Zain Al Ajial adding "The new GSM license along with the offerings Wana launched in the past year, provided a very attractive long-term investment opportunity."

Along with the investment, Wana and Zain will enter into an operating framework agreement that will give Wana the possibility to access Zain's expertise, purchasing power, products and services, including Zain's "One Network".

One Network is the world's first borderless mobile telecoms network service launched by Zain in September 2006 now offering over 500 million people in 17 countries preferential communications across geographical borders without roaming call surcharges and without having to pay to receive incoming calls, enjoying the benefits of being treated as 'local' customers in any of these countries. These countries are Bahrain, Burkina Faso, Chad, the Republic of Congo, the Democratic Republic of Congo, Gabon, Ghana, Iraq, Jordan, Kenya, Malawi, Niger, Nigeria, Saudi Arabia, Sudan, Tanzania and Uganda.

Zain's and Al Ajial's advisors included JP Morgan as financial advisor and Moroccan counsel, Naciri & Associates in association with Gide Loyrette Nouel.

Key Investment Highlights

Favourable Strategic factors:
· Exposure to the attractive and growing Moroccan telecommunications market
· Total population of approximately 35 million
· Young population with more than 30% under the age of 14
· A stable political background, advanced regulatory and legal environment
· Moderate mobile penetration at c.70%
· Fast growing economy (11% per capita GDP growth during 2008)
· Only two other national competitors
· Wana has fixed, 2G and 3G telecom licenses
· Wana has more than 2 million active customers by the end of 2008
· More than 420,000 customers adopted Wana’s full mobility services by the end of 2008
· More than 20% market share on the internet access


Excellent addition to Zain's footprint:

· Contributes to Zain’s 2011 objective to be a top 10 global telecommunications company
· Zain will contribute its experience, product and technical capabilities such as Mobile Commerce and One Network to compliment the GSM launch
· Expands Zain's value proposition to prime regions in Western and Northern Africa