International Hotel Investments plc - EGM Resolutions

The Board of Directors of International Hotel Investments plc announced that the following resolutions will be put forth at the Extraordinary General Meeting on 31 January 2007:

  1. To increase the Authorised Share Capital of the Company and to redesignate the Authorised Share Capital of the Company into two classes of shares.
  2. To authorise the increase in the Issued Share Capital of the Company by the allocation of new shares and to authorise the Directors to issue and allot the new shares without first offering same to the existing shareholders in proportion to their current holdings.
  3. Resolution 3 is split into 4 sub-sections:
    • To capitalise an amount not exceeding €5,000,000 from revaluation reserves (“Capitalisation”) and issue such number of fully paid up Bonus Shares of a nominal value of €1 each equivalent to the amount of the Capitalisation. The Bonus Shares will be issued and allotted in a ratio of 1 Bonus Share for every 6 ordinary shares (subject to rounding). The allotment of Bonus Shares shall be made on the basis of the shares in issue as at 30 June 2006 (“Cut-Off Date”), less any shares held by Corinthia Palace Hotel Company Limited (“CPHCL”), to members holding such shares as at the Effective Date (“Effective Date” means the working day subsequent to closing of the transaction with Istithmar Hotels FZE (“Istithmar”) and the consequent subscription of shares by Istithmar or such other subsidiary company or entity as Istithmar may direct, as set out in Resolution 2 above);
    • To apply such amount of the revaluation reserves of the Company as at the 31 December 2006 (net of the Capitalisation) for the purpose of off-setting accumulated losses of the Company up to the financial year ended 31 December 2006;
    • To authorise the Directors and grant them powers to conduct and undertake a buy-back programme of shares of the Company up to an amount not exceeding the number of Bonus Shares issued pursuant to the Capitalisation;
    • To authorise the Directors to re-sell the shares so acquired provided that such shares shall be acquired from members to whom Bonus Shares were issued in terms of this Resolution and the number of shares so acquired from each relevant member shall not exceed the number of Bonus Shares issued to each member.
  4. To effect amendments to the Memorandum and Articles of Association of the Company.
  5. To increase the amount of fees and remuneration to the Directors of the Company.

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