. For best results when printing this announcement, please click on the link below:http://pdf.reuters.com/Regnews/regnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20120817:nRSQ2195Ka RNS Number : 2195KQatar Telecom (Q-Tel) Q.S.C.16 August 2012 Qatar Telecom (Qtel) Q.S.C. Qtel launches a mandatory tender offer to acquire all the issued shares in Wataniya Telecom Cash Offer at KWD 2.600 a share Doha, 16th August 2012: Qatar Telecom (Qtel) Q.S.C. ("Qtel" or "Qtel Group") (Ticker: QTEL.QA) is pleased to announce thatit 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 ExecutiveRegulations 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 MobileTelecommunications Company K.S.C ("NMTC" or Wataniya Telecom") not currently owned by Qtel or any of its wholly ownedsubsidiaries, (the "Offer Shares") at Kuwaiti Dinar ("KWD") 2.600 a share (the "Offer Price"). The Offer Price represents the following premiums : o 25.6 per cent premium to the estimated volume weighted average closing price ("VWAP") of KWD 2.070 for each WataniyaTelecom share for the two weeks ended 21 June 2012; o 20.8 per cent premium to the estimated VWAP of KWD 2.151 for each Wataniya Telecom share for the six month period ended21 June 2012; o 25.7 per cent premium to the VWAP of KWD 2.069 for each Wataniya Telecom share for the 12 month period ended 21 June2012; and o 22.6 per cent premium to the closing price of KWD 2.120 for each Wataniya Telecom share on 21 June 2012 (being the lasttrading day prior to submitting the Offer Document to the CMA). The total consideration payable by Qtel in respect of 239,391,053 (Two Hundred Thirty Nine Million Three Hundred and NinetyOne Thousand and Fifty Three) Offer Shares will amount to KWD 622.4 million. The Offer Price does not include calculationof 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 theincreasing maturity of the markets in which it operates, the company's investment profile is changing. Increasedcompetition and pressures on the industry from new entrants as well as incumbents will most likely erode value over timeand require increasingly dynamic responses. Qtel requires a simplified governance structure to enable it to manage theWataniya Telecom businesses more efficiently and effectively to protect shareholder value. We are grateful for thesteadfast support of Wataniya Telecoms shareholders to date and believe this cash offer provides shareholders with anattractive 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 programin its four main markets, which will increase leverage and reduce free cash flow for the next 3-4 years. Our recentacquisition of a 3G and fixed license in Tunisiana will require significant investments in building new networks. Inaddition, we will also have to make substantial investments in data networks in Kuwait and Algeria. Our offer to theexisting shareholders of Wataniya Telecom is in line with our global strategy to simplify group structure and governanceand 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 toshareholders as required by the Capital Markets Law and its Executive Regulation. All materials pertaining to the proposedtransaction are available for review on the websites of Qtel atwww.qtel.qa and Wataniya Telecom atwww.wataniya.com fromthe date of publication of the Offer Document until the end of the Offer Period. - Ends - About Qtel The Qtel Group is a leading international communications company, with a significant presence in the MENA region andSoutheast Asia, and having a consolidated customer base of 84 million as of 31 March 2012. It operates a portfolio ofbrands including Qtel, Indosat, Asiacell, Wataniya, Nawras, Nedjma and Tunisiana. The Qtel Group's principal activities are mobile telephone services, broadband solutions, digital futures and fibretechnologies, serving both consumer and business markets. Headquartered in Doha, Qatar, the Qtel Group is ambitiouslygrowing its global business on the basis of its insights into the needs of customers in emerging markets. Qtel Group's ultimate parent company is Qatar Telecom (Qtel) Q.S.C., whose shares are listed on the Qatar Exchange and theAbu Dhabi Securities Exchange. Qatar Telecom (Qtel) would like to inform all shareholders that some of the statements included within this documentindicates management intentions or expectations or beliefs or expectations or predictions for the future , thus Managementwould like to alert readers that future statements are not historical facts and are only an estimates or expectations.Actual results may differ from expected results as a result of the risks or uncertainties, including but not limited toare: our ability to manage growth domestically and internationally and to maintain a high level of customer service; salesgrowth in the future; accept markets for our products and services; our ability to obtain to fund enough or capital of ajoint to finance our operations; expansion of the network, the performance of our network and our equipment; our ability toenter into strategic alliances; cooperation with the carriers local in the provision of lines and connection with ourequipment; procedures for regulatory approvals; changes in technology; price competition; market conditions, other risksrelated to them. The Qtel Group does not undertake any obligation to update any public statements regarding future aspiration of the companyin relation to future activities or new information or otherwise. Further information: Hugh Barker FTI Consulting +971502487620 This information is provided by RNSThe company news service from the London Stock Exchange
REG - Qatar TelecomQtel Int Finance Ltd - Qtel Gets Approval to Acquire all Wataniya Shares QTEL.QA
Qatar Telecom (Qtel)has received the approval from the Kuwait Capital Markets Authority of its offer document enabling it to proceed with a mandatory tender offer to acquire all the issued shares of National Mobile Telecommunications Company K.S.C not currently owned by Qtel or any of its wholly owned subsidiaries.
August 17, 2012




















