Detailed Legal & Financial Framework

I. Corporate & Legal Structure

The transaction is designed as a Share Purchase Agreement (SPA) of an existing entity rather than a direct land sale, which is the standard and most secure method for such high-value tourism assets in Egypt.

• The Entity: The target is an Egyptian Joint Stock Company (JSC) established in 1988 under Law 159.

• Clean Balance Sheet: The company is a "clean" vehicle with no other assets besides this specific 200,000 sqm plot and zero debts or liabilities to any banks.

• Master Developer Relation: Ownership is governed by a contract between the company and the Egyptian Resorts Company (ERC), the master developer for the entire Sahl Hasheesh area.

• Government Guarantee: The title deed and contract are officially endorsed and approved by the Head of the Tourism Development Authority (TDA) and the Egyptian Minister of Tourism.

• No Execution Deadline: A unique advantage of this specific contract is that it does not stipulate a final deadline for project completion, granting the investor complete control over the development timeline.

II. The Transaction Mechanism

The transfer of ownership is handled through a highly regulated, dual-layered security process involving a major bank and the national stock exchange.

1. The Escrow Phase: To mitigate risk for both parties, all critical components are placed in a Bank Escrow Account.

   • The Seller deposits all original company documents and signed share transfer orders into the bank’s custody.

   • The Buyer deposits the full purchase price into the same secure account.

2. Simultaneous Execution: Once the bank confirms both the funds and documents are in place, the final transfer is executed through the Egyptian Stock Exchange (EGX).

3. Final Release: Upon completion of the stock exchange trade, the bank simultaneously releases the purchase funds to the seller and the legal ownership documents to the buyer.

III. Financial Obligations & Utility Settlements

Understanding the "carry-over" costs is essential for accurate project budgeting.

• Infrastructure & Community Fees: There are outstanding fees due to ERC for infrastructure development and community maintenance, estimated between $750,000 and $1,000,000.

• Negotiable Payment Terms: These fees are highly negotiable regarding their schedule. Typically, a developer may pay 10% to 25% upfront upon the connection of utilities (water, electricity, and telecommunications), with the remaining balance spread over the project’s development life.

• Administrative Efficiency: Because the investor deals directly with ERC (a private entity) and not the government directly, the process for obtaining building permits and settling fees is significantly faster and more business-friendly. ERC acts as the intermediary that manages all government-level TDA approvals on the investor's behalf.

Disclaimer: The information being provided herein is for informational purposes only. No representation or warranty is made as to the accuracy or completeness of any information contained herein, including, without limitation, any information regarding the condition of the Property, the condition of title or Property descriptions.

Any documents and/or pictures posted herein or elsewhere on www.belmazad.com, (the "Website") are for informational purposes only, and may not represent the current condition of the Property or the condition of the Property at the time of sale. The posting of pictures herein or elsewhere on the Website does not constitute a guarantee that any items represented in the pictures will be present when the buyer takes possession of the Property.

You are encouraged to conduct your own due diligence and investigate all matters relating to the Property. It is recommended that you seek independent advice, including legal advice, to perform your due diligence and that you use good faith efforts in determining that the content of all information provided to or obtained by you is accurate.