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THE EGM OF MANNAI CORPORATION APPROVES ISSUANCE OF BONDS OF USD 600 MILLION

Mannai MCCS 0.17% 4.16 0.01
Mannai Corporation announced the resolutions of Extraordinary General Assembly Meeting took place on Wednesday, 28 February 2018 after hearing the Chairman's statement, the following resolutions were passed in the aforementioned meeting:

1. Approving the issue of the bonds (the “Bonds”) either directly by the Company or indirectly, through a wholly-owned subsidiary of the Company, to be irrevocably and unconditionally guaranteed by the Company (the "Proposed Issuance"), including but not limited to:
a. Approving the incorporation of one or more special purpose entities being wholly owned subsidiaries of the Company;
b. Approving the Proposed Issuance;
c. Approving the use of proceeds from the issue of the Bonds for the Company's general corporate purposes (including, but not limited to, the refinancing of existing debt);
d. Approving the use of the Proposed Issuance to access funding of up to U.S.$600,000,000 (six hundred million United States Dollars) (the "Issuance Amount");
e. Approving any actions required to cause the Company or any subsidiary or subsidiaries of the Company (whether now existing or organised hereafter) (each a "Subsidiary") to issue and sell the Bonds in amounts that shall not exceed in aggregate the Issuance Amount, in public or private offerings, at any time;
f. Approving any actions required to issue, at any time, a guarantee guaranteeing the obligations of any Subsidiary in an amount that shall not exceed in aggregate the Issuance Amount (plus any relevant costs, charges or payments in connection with such guarantee);
g. Approving any actions required to prepare or to cause any Subsidiary to prepare, as the case may be, one or more prospectuses, offering memoranda or circulars, exhibits and other documents and/or amendments, modifications or supplements thereto, for the purpose of offering or selling the Bonds in an amount that shall not exceed in aggregate the Issuance Amount in any applicable jurisdiction;
h. Approving any actions required to list (on any stock exchange) the Bonds in an amount that shall not exceed in aggregate the Issuance Amount and to enter into any documentation in connection with such listing (including without limitation, the making of an application for the Bonds to be admitted to the official list of the Irish Stock Exchange plc and to trading on its regulated market and/or such other stock exchange or stock exchanges); and
i. Approving any actions required to enter into any swap, cap, floor, collar, option or other transaction (or any combination thereof) in connection with the Proposed Issuance.
2. Authorising the Board of Directors to take all actions necessary for and on behalf of the Company to consummate the Proposed Issuance, including (but not limited to) such actions as set out in Paragraph 1 above, as the same may be delegated to individual directors and/or the senior management of the Company by the Board of Directors as it sees fit.

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