AGM Resolutions outline

RNS Number : 5030B

Commercial Intnl Bank (Egypt) SAE

05 March 2014

Resolutions Outline

CIB Ordinary General Assembly

Held on Tuesday, 4 March 2014

First

Board of Directors Report

CIB Ordinary General Assembly discussed the presented Board of Directors' Report for the financial year ending 31/12/2013.

Second

External Auditors Report

CIB Ordinary General Assembly was advised with the External Auditors' Report on CIB's Financial Statements for the year ending 31/12/2013.

Third

Financial Statements for the Year Ending 31/12/2013

CIB Ordinary General Assembly approved the Financial Statements for the year ending 31/12/2013.

Fourth

2013 Appropriation Account

CIB Ordinary General Assembly approved the Appropriation Account for the year 2013 with cash dividends of one Egyptian Pound per stock to be paid Thursday, 20 March 2013. The Assembly also approved delegating CIB's Board of Directors to approve 2013 Profit Share Distribution Guidelines to CIB's staff.

Fifth

Releasing Board Members for the Year 2013

CIB Ordinary General Assembly approved releasing members of the Board of Directors for the Financial Year ending 31/12/2013 and approved their annual remuneration for the year 2014 to be EGP 75,000 to be paid directly to each director.

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Resolutions Outline (Con't)

CIB Ordinary General Assembly of 4 March 2014

Sixth

Appointment of the External Auditors

Based on the recommendation of the Bank's Audit Committee and as concurred by the Board of Directors, CIB Ordinary General Assembly approved appointing Mr. Mostafa Hassan Farag (KPMG & Hazem Hassan Public Accountants and Consultants) and Mr. Emad Hafez Ragheb (Allied for Accounting & Auditing Ernest & Young Public Accountants and Consultants) as the Bank's External Auditors for the Financial Year 2013.

The Ordinary General Assembly also approved 2014 annual fees to be divided equally between the two auditors as follows:

· EGP 726,000 for auditing the Bank's annual and quarterly Financial Statements and issuing related audit reports as required by the Central Bank of Egypt and the Egyptian Financial Supervisory Authority.

· EGP 330,000 for auditing the Bank's annual and quarterly Consolidated Financial Statements and issuing the related audit reports as required by the Central Bank of Egypt and the Egyptian Financial Supervisory Authority.

Seventh

Authorization to Donate

CIB Ordinary General Assembly approved authorizing the Board of Directors to effect donations during the year 2014 for over EGP 1000 each in accordance to Article 101 of the Companies' Law 159 for 1981.

Eighth

2014 Compensation for the Board's Committees

Based on the recommendation of the Governance and Compensation Committee and the approval of the Board, CIB Ordinary General Assembly was advised of the approved 2014 compensation for the Audit Committee Members to be a net of EGP 72k for the chairperson of the committee and EGP 60k for each member.

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Resolutions Outline (Con't)

CIB Ordinary General Assembly of 4 March 2014

Ninth

The Board of Directors' Composition for the Board Term (2014-2016)

In view of the Bank's compliance with the Board Directorship Nomination Process as stipulated by the governing articles of the prevailing laws and the Bank's Statute, the Ordinary General Assembly approved appointing the following nominees to serve as directors of the board for the coming Board Term (2014-2016) and as such the Board's composition was approved to be as follows:

Executive Director

· Mr. Amin Hisham Ezz Al-Arab

Non-executive Directors

· Dr. Nadia Makram Ebeid

· Dr. Medhat Hassanien

· Mr. Daniel Paul Fletcher

· Mr. Jawaid Ahmed Mirza

· Dr. Sherif Hussein Kamel

· Mr. Yasser Zaki Hashem

· Mr. Mark William Richards

Tenth

Dealing with Related Parties

The General Assembly was advised with the Bank's management request to continue dealing with Dr. Zaki Hashem & Partners Attorney at Law Firm and the Egyptian Company for Services & Collection Ltd. Such request is based on the vast experience and professional expertise of both entities that led the bank to conclude contractual agreements with both entities to provide the Bank with legal services pertaining to the execution of verdicts issued in favor of the Bank vs. problematic customers and the collection of prolonged outstanding debt.

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Resolutions Outline (Con't)

CIB Ordinary General Assembly of 4 March 2014

The General Assembly was also advised that Mr. Yasser Zaki Hashem, a partner in both entities, has been recently appointed by the Board as non-executive board director for his vast experience and legal expertise effective May 2013 after having the necessary approval of the Central Bank of Egypt and in compliance with the prevailing laws.

In respect thereof, the Ordinary General Assembly approved the Bank's management request to continue the referred to contractual relationships with both Dr. Zaki Hashem & Partners Attorney at Law Firm and the Egyptian Company for Services & Collection Ltd.

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