Khodeir & Partners

Corporate

Partner, Corporate Advisory

Hanan ElDib leads the firm’s Advisory Corporate Group with over 25 years of experience in the Egyptian legal market. A member of the English Law School class at Cairo University, and hailing from a distinguished legal lineage, Hanan brings a deep-rooted and sophisticated perspective to corporate strategy. As a cornerstone of the firm’s transactional practice, Hanan specializes in high-stakes domestic and cross-border mandates. Her expertise encompasses: • M&A and Joint Ventures: Leading complex equity and debt transactions for both investors and target companies. • Corporate Governance & Restructuring: Advising on sophisticated shareholder agreements, corporate structuring, and regulatory compliance. • Digital Economy & Media: Strategic advisory on digital business models, data protection (GDPR/Egyptian Data Privacy Law), and cross-border data transfer strategies. Hanan’s unique professional journey includes serving as In-House Counsel for the Egyptian Drilling Company, a leader in the Oil & Gas sector. This experience, combined with her background in prominent local firms, allows her to align legal strategy with the practical commercial goals of her clients. She is a trusted advisor across a diverse range of industries, including Financial Services, Healthcare, Real Estate, Technology, and Media. Known for her ability to navigate multifaceted deal structures, Hanan ensures that every transaction is executed with precision and institutional accuracy.

Below are a few examples of our representative work:

➢ Advised the client on the acquisition of a telecommunications company which has a license to establish and rent wireless communication towers issued by the National Telecom Regulatory Authority (“NTRA”) and conducted a comprehensive legal due diligence on the target company to identify potential risks and opportunities. The deal involved obtaining a change of control approval from the NTRA as well as the setup of an SPV in Ras Al Khaimah (UAE) to support the transaction’s structural requirements. Value: The total consideration for the matter amounts to USD 4,7 million. Practice Area:

Merger and Acquisition Industry: Telecommunications Country: Egypt

➢ Represented a client to acquire percentages of shares in a Real Estate Development Company inside Egypt. Conducted a Red Flag Report by reviewing and analyzing the target company’s contracts, permits, licenses, and other relevant documents to identify potential risks, liabilities, and opportunities, ensuring compliance with all relevant regulations, and facilitating effective communication between the involved parties to achieve the target. Value: is not published by the acquirer and still confidential.

Practice Area: Commercial Advisory Industry: Telecommunications – Real Estate Country: Egypt - UAE

➢ Conducted a thorough Legal Due Diligence on the Dubai subsidiary, which was a free zone company located in the Dubai Silicon Oasis. This involved a detailed examination of the company’s (corporate structure, commercial agreements and contracts, regulatory compliance, intellectual property and IT systems, Employment and Labor compliance; assisted and supported the lead counsel in preparing the Prospectus for the IPO submission; and assisted the client with a share transfer in Dubai, ensuring compliance with UAE regulations such as (obtaining necessary approvals from the Dubai Silicon Oasis Authority, Updating company records and registers. This was with value approximately USD 23 million. Value: The Company's IPO raised approximately USD 23 million

Practice Area: Commercial Advisory Industry: Packaging Country: UAE - Malaysia

➢ Undertaken the due diligence process relating to four Egyptian operating companies, reviewing corporate standing, constitutional documents, material contracts, property rights, and compliance with local laws and licensing requirements. Our scope included a detailed review of sector specific agreements with government entities such as NREA, EHC, and EETC (including PPAs, Usufruct, Network Connection, and Tripartite Agreements) to assess bankability and regulatory compliance. We also examined financing arrangements, land ownership, material contracts, and pending disputes, providing red flag reporting and advising on regulatory requirements under Egyptian law to support the contemplated transaction. Value not published. Practice Area: Commercial Advisory Industry:

Renewable Energy Country: Egypt Page 3 of 3

➢ Advised an oil and gas company on the negotiation of a cooperation agreement, providing guidance on the legal, commercial, and regulatory terms governing the partnership. Our work included reviewing governance structures, financial arrangements, liability allocation, and termination provisions. Assessed potential risks under applicable oil and gas regulations, environmental and anti-corruption laws, and sector licensing requirements. Our input enabled the client to mitigate liabilities, secure contractual protections, and establish a clear framework for a successful long-term partnership

Practice Area: Commercial Advisory Industry: Oil & Gas and Renewable Energy Country: Egypt

➢ Advised on the review of a Convertible Loan Agreement, analyzing its terms to ensure compliance with corporate and financing laws. Our work included assessing conversion mechanics, interest provisions, repayment obligations, and events of default. We examined shareholder rights, dilution risks, and priority of claims to safeguard the client’s interests. We also advised unenforceability under local law, regulatory implications, and alignment with market standards. Our review provided the client with clear risk analysis and practical recommendations to support negotiations and execution of the financing transaction.

Practice Area: Commercial Advisory Industry: Financial services and fintech industry Country: Netherlands, Egypt, UAE, & KSA

➢ Advised the client on the most suitable legal structure for establishing its real estate management business in Egypt. The mandate involved assessing corporate vehicle options under Egyptian law, including limited liability companies and joint stock companies, to determine the most efficient framework. Our analysis covered licensing requirements, tax implications, regulatory compliance, and foreign ownership restrictions. Also advised on structuring the business to manage leased properties and sublease them for both short- and long-term tenants. Our recommendations provided the client with a legally sound and commercially viable structure to launch and operate its real estate management activities in Egypt.

Practice Area: Commercial Advisory Industry: Real Estate Country: Egypt, UAE

➢ Conducted comprehensive Legal Due Diligence on the target company, reviewing its corporate structure, governance documents, commercial agreements, regulatory compliance, intellectual property, and employment matters. Our scope included identifying potential legal and contractual risks, providing red flag reporting, and advising on mitigation strategies. Also assisted with transaction implementation, including reviewing share transfer arrangements and ensuring compliance with applicable corporate and regulatory requirements. Our work enabled the client to make informed investment decisions and proceed with the transaction with greater certainty and legal protection.

English, Arabic, French

Egyptian Bar Association

English Law School class at Cairo University