ii
Share Capital

 


The number of shares in issue as at 14th September 2010 is 180,000,000 shares of CHF1.00 each.

To the best of the knowledge of the Directors:

i)
74.4% of the share capital is not in public hands;
ii)
Shareholders that have significant interest, directly or indirectly, jointly or severally, in 3% or more of the share capital are as follows:

 

Shareholders
No of Shares
Interest (%)
Daim Limited
110,310,000
61.3%
Josephine Sivaretnam
(through holding in Panhelligan Investments Limited)
23,500,000
(indirect)
13.1%
(indirect)
Oberlae Limited
17,999,999
9.9%
Raikleigh Capital Advisors Limited
17,999,000
9.9%

   

 
 
 
 
 
 
 
iii.    Rights of Shareholders

 


ICB Financial Group Holdings AG is a company incorporated in Switzerland and organised according to the laws of Switzerland. The rights of the shareholders in ICB Financial Group Holdings AG are set out in the Articles of Association and the relevant provisions of Swiss law. They may differ from the rights of shareholders investing in a company incorporated in the United Kingdom.

 

 
iv.    Restrictions on Transfer of Shares

 


Restrictions apply to the acquisition of an interest of 10% or more in the Issuer by any single shareholder who is not presently a shareholder with an interest of over 10% in the Company currently.

Specifically, as is common with the terms of issue of many banking licenses, the banking licences of the Group in Albania and Gambia include restrictions such that no shareholder can acquire or hold an interest of 10% or more in the Company without the approval of the banking regulators in Albania and Gambia.

The necessary approvals have been received for the interests of Tun Daim Zainuddin, who on admission held an interest of 94.4% in the Company. Presently, Tun Daim is holding 61.3% interest in the Company through Daim Limited.

If a shareholder or prospective shareholder wishes to acquire an interest in the Company of 10% or more they will need to make applications to the Albanian and Gambian banking regulators. The Company undertakes to assist shareholders needing to make such applications with their applications as appropriate.

If a shareholder acquires an interest of 10% or more in the Company and approval of the shareholding is not obtainable from the relevant banking regulators, and the Company becomes aware thereof, then the shareholder will be requested to divest the proportion of its interest in the Company which exceeds the limit in order that ICB Bank concerned will continue to be able to comply with the requirements of its banking licences, applicable laws and other regulatory requirements.