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Report concludes that Isabel dos Santos used “false dates” to ‘embezzle’ 52.6 million euros

An investigation by an expert in the Amsterdam Court concluded that the alleged "deviation" of 52.6 million euros by Esperaza, a subsidiary of Sonangol, was based on deliberations with "false" dates, which are therefore "null".

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The investigation, whose preliminary report was released last week, concluded that the alleged "deviation" to Isabel dos Santos' companies was based on "null" deliberations, as they were essentially taken after the businesswoman's removal from the position of president from Sonangol.

In addition, according to the researcher, the businesswoman and daughter of former president José Eduardo dos Santos, now deceased, carried out legal acts on behalf of the Angolan oil company, while she held that position, which benefited her companies, "in an obvious conflict of interests", because she and her husband Sindika Dokolo were the beneficial owners of Exem, the company to which the amount in question was channeled.

Esperaza is a Dutch company, which at the time was 60 percent controlled by the Angolan state oil company and 40 percent by Exem, a company 100 percent owned by Isabel dos Santos and her husband, Sindika Dokolo, who died in 2020. Esperaza holds 45 percent of Amorim Energia, which in turn is Galp Energia's largest shareholder, with 33.34 percent.

According to a complaint filed by Esperaza in July this year at the Amsterdam Court, to which Lusa had access, 52.6 million euros were allegedly "embezzled" by Isabel dos Santos in 2017 from the Dutch holding company.

The Chamber of Companies, the special section of the Amsterdam Court of Appeal with jurisdiction over corporate law cases, ordered in 2020 an investigation into Esperaza’s Dutch-law policies and business from 1 January 2017, at the request of Angolan oil company Sonangol and Esperaza herself.

The Court's investigation report, dated 31 October of this year, concludes that "the deliberations were deliberately backdated", that is to say earlier than the date on which they took place, and "none of the deliberations was actually signed on 14 November 2017", read in the document.

"This anticipation of the date served to give the impression that the deliberations were signed before [Isabel] dos Santos and [Sarju] Raikundalia [President and director of Sonangol, respectively] were removed, on November 15, 2017, at 1:00 pm" , the report concludes, specifying that "all signatures were not added until long after this dismissal was made public," the investigator claims in the report.

According to the report, an email exchange with United on November 15, 2017 "shows that as of the early evening of November 15, 2017, nothing had yet been decided on important issues [the amount of dividends, the person liquidator, the person of the depositary of the books and records]".

In December 2006, Sonangol sold 40 percent of its stake in Esperaza to Exem, which paid only 15 percent [about 11 million euros] of the purchase price, as the Angolan state-owned company agreed that the remaining 85 percent would be paid out of Esperaza's future dividends.

Exem was released from its loan repayment obligations under the repayment agreement in 2017 between Sonangol and Exem for the purpose of repaying that loan in installments, in euros rather than in kwanzas, including Sonangol's confirmation of 9 November 2017, for the payment, on 13 October 2017, of an amount of 11.9 billion kwanzas.

On January 4, 2018, Sonangol reimbursed the amount of 11.9 billion kwanzas to Exem's account, received on October 13, 2017.

The report concluded that, based on "the assumption made in 2017 by Sonangol and Exem that the acquisition by Exem in 2006 of a 40 percent stake in Esperaza was a reality, the payment agreement, combined with the granting of by [Isabel] dos Santos on behalf of Sonangol to Exem in respect of interest due under a 8.98 million euros supplier loan, was clearly disadvantageous to Sonangol and advantageous to Exem".

In this context, Isabel dos Santos "carried out legal acts on behalf of Sonangol, while she had an obvious conflict of interest in doing so, given that she and/or her husband Dokolo were the UBO [Ultimate Beneficial Owner – Effective Beneficiaries] of the Exem," the document says.

The payment agreement, according to the text, "paved the way for a dividend payment of 52.6 million euros made by Esperaza to Exem on 17 November 2017".

The document also highlights that even if Isabel dos Santos had not been removed as director of Sonangol at the time the shareholder resolutions were drawn up, she would not have been authorized to sign them either because, Dário Moura Vicente describes in his Expert report, " in voting the three shareholder resolutions of Esperaza acted in a flagrant conflict of interest".

Isabel dos Santos, it is added, "thus indirectly benefited from the distribution of dividends approved by these deliberations and caused an equal financial loss to Sonangol, which necessarily leads to the characterization of these acts as a form of negotiation with itself and abuse of representative powers".

"The shareholders' deliberations are therefore void because Sonangol, the majority shareholder [of Esperaza], did not validly express its written vote to accept these deliberations," the report states.

Regarding the decision to distribute 131.5 million euros in dividends and the written decision and confirmations of the board of directors of Esperaza Holding B.V. are also "null", concludes the researcher. Therefore, "the dividend payments, on 17 November 2017, of 67.06 million euros to Sonangol [withholding of 15 percent tax on dividends] and 52.6 million euros to Exem were improperly made" , concludes.

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