Gfh Sukuk 25 Regulatory News (95HX)

RESULTS ANNOUNCEMENT

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

Date: 13 June 2022

GFH FINANCIAL GROUP B.S.C.

Announces the results of the Consent Solicitation and the Meeting in respect of the holders of the outstanding U.S.$500,000,000 Certificates due 2025 (ISIN: XS2100582142) issued by GFH Sukuk Company Limited (the Issuer) (the Certificates)

On 19 May 2022, GFH Financial Group B.S.C. (the Obligor) announced an invitation (the Consent Solicitation) to eligible holders of the Certificates to consent to certain amendments to the Conditions of the Certificates (the Resolution), all as further described, and subject to the terms set out, in the Consent Solicitation Memorandum dated 19 May 2022 (the Consent Solicitation Memorandum).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

A meeting (the Meeting) of the Certificateholders was held via teleconference earlier today, Monday 13 June 2022, in connection with the Consent Solicitation, and the Obligor now announces the results of the Meeting.

Results of the Meeting

NOTICE IS HERERBY GIVEN to the Certificateholders that the necessary quorum was not achieved at the Meeting and accordingly the Meeting has been adjourned.

Accordingly, a notice (the Notice) convening an adjourned meeting (the Adjourned Meeting) in respect of the Certificates, to be held via teleconference on 28 June 2022, has been given to the relevant Certificateholders in accordance with the Conditions on the date of this announcement.

The Adjourned Meeting in respect of the Certificates will commence at 12.00 p.m. (London time) on 28 June 2022.

In light of coronavirus (COVID-19), it is inadvisable to hold the Adjourned Meeting at a physical location. Accordingly, and in accordance with the provisions of the Trust Deed, further regulations regarding the holding of the Adjourned Meeting have been prescribed to facilitate the Adjourned Meeting being held via teleconference. The Adjourned Meeting will not be convened at a physical location. Any Certificateholders who indicate to the Tabulation Agent that they wish to attend the teleconference for the Adjourned Meeting in person or by proxy other than the Tabulation Agent will be provided with further details about attending the Adjourned

Meeting. The Adjourned Meeting will be held over Zoom, failing which, a similar electronic platform. Should technical difficulties arise during the Adjourned Meeting, Certificateholders who are entitled to attend the Adjourned Meeting will be provided with details of a fallback videoconference or teleconference platform.

Consent Instructions relating to the Certificates submitted prior to the time and date of this announcement shall remain effective for the Adjourned Meeting unless validly revoked in the limited circumstances set out in the Consent Solicitation Memorandum.

Extension of Consent Solicitation and the Payment Date in respect of the Certificates

The Expiration Deadline for the Consent Solicitation in respect of the Certificates is extended to 12.00 p.m. (London time) on 27 June 2022, and references in the Consent Solicitation Memorandum to the Expiration Deadline must be read accordingly.

If the Extraordinary Resolution in respect of the Certificates is passed at the Adjourned Meeting, the Obligor expects the Payment Date in respect of the Consent Fee to be 1 July 2022.

Voting and Quorum

The quorum at the Adjourned Meeting will be two or more persons being or representing Certificateholders holding or representing not less than 25 per cent. in face amount of the Certificates for the time being outstanding. To be passed at the Adjourned Meeting, the Extraordinary Resolution requires a majority in favour consisting of at least 75 per cent. of the votes cast at the Adjourned Meeting. The implementation of the Consent Solicitation and the Extraordinary Resolution is conditional on satisfaction of the Consent Conditions as set out in the Consent Solicitation Memorandum.

Tabulation Agent

Kroll Issuer Services Limited

Telephone: +44 20 7704 0880 Attention: Illia Vyshenskyi Email: gfh@is.kroll.com

Website: https://deals.is.kroll.com/gfh

The Shard

32 London Bridge Street London SE1 9SG United Kingdom

This announcement is released by GFH Financial Group B.S.C. and contains information that may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the Proposal described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Salah Sharif, Chief Operating Officer of GFH Financial Group B.S.C.

General

The distribution of this announcement in certain jurisdictions may be restricted by law, and persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.