Madinaty Master Plan - Talaat Moustafa Group

services for their benefit pursuant to the determination of the board of directors in accordance with Article 196 of theExecutive Regulations of the Egyptian Companies Law.(4) Distributable Profits shall be distributed in the following order of priority:(a) An initial amount equal to a minimum of 5.0 per cent. of the Distributable Profits to be distributed to theshareholders, not exceeding the amount paid in by each shareholder for its shares, as dividends and to theemployees as part of the Employee Distribution, not to exceed the employees’ aggregate annual salaries. Inthe event the Distributable Profits of one year do not allow for such a distribution, then such a distributionmay not be claimed in subsequent years.(b) An amount equal to no more than ten per cent. of Distributable Profits may be allocated to members of theboard of directors as remuneration.(c) The balance of the Distributable Profits may be (i) paid to the shareholders as additional dividends and tothe employees as an additional payment on account of the Employee Distribution, (ii) carried forward tothe following year as retained earnings, or (iii) allocated to fund a special reserve to be used as determinedby resolution of the shareholders at an Ordinary General Assembly, on the recommendation of the board ofdirectors.Payment of dividends is made to the shareholder, based on a statement of account from a registered bookkeeper, ifthe shares are deposited with the Egyptian Central Depository. Dividends not claimed within five years of the date ofpayment become barred by the statute of limitations and are paid to the State Treasury. Shareholders may decide atan Ordinary General Assembly to distribute all or part of the dividends included in such company’s financialstatements accompanied by a report from the company’s independent auditor.The Statutes provide that dividends are paid annually based on the generated net profits according to the Company’sfinancial statements. Subject to Ordinary General Meeting approval, pursuant to Egyptian law requirements, theCompany must convene an Ordinary General Meeting at no later than three months after the end of the fiscal year toreview the audited financial statements and determine dividends, if any, to be distributed. Dividends declared byresolution of the shareholders at an Ordinary General Meeting must be distributed within one month from the dateof the Ordinary General Meeting. Dividends are payable to shareholders of record on the date of such OrdinaryGeneral Meeting.Certain Contractual Restrictions on the Company’s Ability to Pay DividendsCertain loan agreements to which the companies within the Group are party permit the applicable company to paydividends only so long as such company is not in default in respect of payments under the loan agreements to whichit is a party. No company within the Group that is party to any such agreement is in a payment default as of the dateof this offering circular and Management is not aware of any existing or anticipated circumstances that are likely toresult in any such default in the foreseeable future.27