IIG Prospectus - London Stock Exchange

Shareholders holding at least 25 per cent. of the capital may require that an extraordinarygeneral assembly be called by the Board of Directors within 30 days of receiving such request.Every shareholder of IIG has the right to attend the general assembly in person or by proxy.The quorum for a general assembly in its various capacities and the majority necessary toadopt resolutions are subject to the provisions of the Commercial Companies Law.Transfer of IIG SharesThe transfer of IIG’s shares is governed by and must comply with the regulations governingcompanies listed on the KSE.Any whole number of IIG shares may be freely transferred, sold, mortgaged, donated ordisposed of in any manner and without restriction. Transfers made other than in accordance withthe Articles of Association shall be void.Increase/Decrease of Share CapitalThe capital of IIG may be increased by issuing new shares of the same nominal amount as theoriginal shares (i.e. 100 fils per share). Shares may be issued at a premium to be allocated toreserves and/or provisions. Shareholders have a pre-emption right to subscribe for new shares on apro rata basis according to their shareholding interest in IIG. Shareholders may, by an ordinaryresolution, waive their pre-emption right to subscribe for new shares in favour of new shareholders.The capital may also be reduced if in excess of the requirements of IIG or when a loss is sufferedby IIG.An increase or reduction of capital should be made by resolution of the extraordinary generalassembly of the shareholders. In the case of an increase, the extent of the priority rights of theprevious shareholders in subscribing to the increase has to be specified.Winding-up of IIGIIG is incorporated for an indefinite duration.IIG shall cease to exist upon the occurrence of events specified under the CommercialCompanies Law. A joint stock company shall cease to exist upon the occurrence of the following:(a) expiry of the term (if any) fixed for the company, (b) termination of the objects for which thecompany was formed, (c) declaration of the company’s bankruptcy, (d) dissolution of the companyaccording to the law, and (e) when a judgement is entered to wind-up the company.Dividends and Dividend policyUnder the terms of IIG’s Articles of Association, dividends may only be paid out of netdistributable profits. Any decision to pay dividends will depend upon a variety of factors, includingIIG’s cash flow, capital expenditure plans and other cash requirements existing at the time andother considerations. Dividends are proposed by the Board of Directors (with no obligation to doso) and are only payable following the approval of IIG’s shareholder assembly which is held on anannual basis. Dividends must be paid within 45 days after such approval. Dividends are consideredto be vested in the shareholders on record on the date of the approval of the shareholderassembly. Entitlement to dividends lapses 10 years from the date on which the shareholder ceasesto be a shareholder in IIG. There are no restrictions contained in IIG’s Articles of Association onnon-residents. There is no limit on the rate or method of calculation for dividends. The totaldividend announced for the year ended 31 December 2005 was 30 per cent. of the paid-up capitalof IIG in cash and 45 per cent. of the paid-up capital of IIG in bonus shares. See further ‘‘FinancialReview’’.IIG expects to pay dividends in each year based on the level of its profit and its then currentshare price. Such dividends are expected to be paid in cash or in a combination of cash andshares.102