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;

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     (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

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          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

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          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

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          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;

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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

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          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

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               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

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          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

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          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

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          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

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     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

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<PAGE>
          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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>

                                                                      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

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