Qtel launches a mandatory tender offer to acquire all the issued shares in Wataniya Telecom

Qatar Telecom (Qtel) Q.S.C. (“Qtel” or “Qtel Group”) (Ticker: QTEL.QA) is pleased to announce that it has received the approval from the Kuwait Capital Markets Authority (“CMA”) of its offer document dated August 2012 (the “Offer Document”) enabling it to proceed with a mandatory tender offer, pursuant to Article 271 of the Executive Regulations to Law No. 7 of 2010 Establishing The Capital Markets Authorities And Regulating The Securities Activities (“Capital Markets Law and its Executive Regulation”), to acquire all the issued shares of National Mobile Telecommunications Company K.S.C (“NMTC” or Wataniya Telecom”) not currently owned by Qtel or any of its wholly owned subsidiaries, (the “Offer Shares”) at Kuwaiti Dinar (“KWD”) 2.600 a share (the “Offer Price”).

The Offer Price represents the following premium[s]:

• 25.6 per cent premium to the estimated volume weighted average closing price (“VWAP”) of KWD 2.070 for each Wataniya Telecom share for the two weeks ended 21 June 2012;

• 20.8 per cent premium to the estimated VWAP of KWD 2.151 for each Wataniya Telecom share for the six month period ended 21 June 2012;

• 25.7 per cent premium to the VWAP of KWD 2.069 for each Wataniya Telecom share for the 12 month period ended 21 June 2012; and

• 22.6 per cent premium to the closing price of KWD 2.120 for each Wataniya Telecom share on 21 June 2012 (being the last trading day prior to submitting the Offer Document to the CMA).

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The total consideration payable by Qtel in respect of 239,391,053 (Two Hundred Thirty Nine Million Three Hundred and Ninety One Thousand and Fifty Three) Offer Shares will amount to KWD 622.4 million. The Offer Price does not include calculation of any provision for commissions, taxes, government charges, transfer fees and any other fees.

Commenting on the Offer, His Excellency Sheikh Abdullah Bin Mohammed Bin Saud Al-Thani, Chairman of the Qtel Group said: “Wataniya Telecom has enjoyed significant growth over the course of the last few years. However, in line with the increasing maturity of the markets in which it operates, the company’s investment profile is changing. Increased competition and pressures on the industry from new entrants as well as incumbents will most likely erode value over time and require increasingly dynamic responses. Qtel requires a simplified governance structure to enable it to manage the Wataniya Telecom businesses more efficiently and effectively to protect shareholder value. We are grateful for the steadfast support of Wataniya Telecoms shareholders to date and believe this cash offer provides shareholders with an attractive option to capitalize on their investments at a fair price.”

Dr. Nasser Marafih, CEO of the Qtel Group added: “Wataniya Telecom is about to embark on a major network investment program in its four main markets, which will increase leverage and reduce free cash flow for the next 3-4 years. Our recent acquisition of a 3G and fixed license in Tunisiana will require significant investments in building new networks. In addition, we will also have to make substantial investments in data networks in Kuwait and Algeria. Our offer to the existing shareholders of Wataniya Telecom is in line with our global strategy to simplify group structure and governance and maximise our subsidiaries’ growth potential, efficiency and overall operational effectiveness.”

An offer document has been sent to Wataniya Telecom to allow its Board to review the Offer and provide a recommendation to shareholders as required by the Capital Markets Law and its Executive Regulation. All materials pertaining to the proposed transaction are available for review on the websites of Qtel at www.qtel.qa and Wataniya Telecom at www.wataniya.com from the date of publication of the Offer Document until the end of the Offer Period.

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