Mannai General Assembly of Extraordinary General Assembly Approves Issuance of USD 600 Million Financing Bonds

March 1, 2018

Mannai Corporation announced the results of its Ordinary and Extraordinary General Assembly meetings held on Wednesday 28 February 2018. Following the Chairman's speech, the following resolutions were issued:

1.      Approve the issuance of Bonds ("the Bonds") either directly through the company or indirectly through a wholly owned subsidiary of the company, which is guaranteed by the company in an irrevocable and unconditional manner (the "Proposed Issuance"), including, for example but not limited to:

a.       Approve of the establishment of one or more special purpose companies as wholly owned subsidiaries of the company;

b.      Approve of the proposed issuance;

c.       Approve the use of proceeds from the bonds issuance for the general corporate purposes of the company (including, but not limited to, refinancing existing debt);

d.      Approve the use of the proposed issuance to obtain funding of up to US $600,000,000 ("Issue Amount");

e.       Approve any actions required to enable the company or any associate or subsidiary of the company (whether existing or future) (referred to as “the subsidiary”) to issue and sell the Bonds in amounts not exceeding the total amount of the Issuance in a public or private subscription, at any time;

f.        Approve any actions required to issue any guarantee at any time to secure the obligations of any subsidiary in an amount not exceeding the total amount of the issuance (plus any related costs, charges or payments in respect of that guarantee);

g.      Approve any procedures required to prepare, or delegate any subsidiary, as appropriate, to prepare prospectus, notes or subscription circulars, annexes, documents and / or amendments or additions thereto for the purpose of subscribing or selling the bonds in an amount not exceeding in total the issuance amount, at any applicable jurisdiction;

h.      Approve any procedures required to list the bonds (on any stock exchange) for any amount not exceeding the total amount of the issue and the conclusion of any documents in connection with such listing (including but not limited to preparing a request for the bonds to be listed on the official list of the Irish Stock Exchange PLC, and traded in its regulated market; and / or any other stock exchange);

i.        Approve any actions required to enter into any swap or interest transactions with a fixed maximum, a fixed minimum, a hedging transaction, an option contract or any other transaction (or any combination thereof) in respect of the proposed issuance.

2.      Authorize members of the Board of Directors to take all necessary measures on behalf of the Company to complete the proposed issuance process, including (but not limited to) the procedures set out in the above paragraph 1, where such may be assigned to a member(s) of the company’s Board and/or Senior Management by the Board as it deems appropriate.