Invitation toCIB Ordinary General Assembly Meeting

RNS Number : 5842D

Commercial Intnl Bank (Egypt) SAE

04 March 2022

 

Commercial International Bank (Egypt) S.A.E.

Authorized Capital:  EGP 50 Billion

Issued and Paid-in Capital: EGP 19,702,417,900 

Head Office: Nile Tower Building

21/23 Charles de Gaulle St., Giza,

C.R. 69826 Giza

Invitation to the Ordinary General Assembly

The Bank's Board of Directors cordially invites the shareholders to attend the Ordinary General Assembly to be held Sunday, March 27, 2022 at 02:30pm.

In light of the current exceptional measures related to the Covid-19 pandemic, and in line with the government precautionary measures for social distancing, and in accordance to the General Investment Authority and Free Zones Decree 160 dated March 18, 2020, the General Assembly will be held and participated in by virtual means, using E-magles platform. Shareholders are to attend the assembly via video conference, which is considered an authentic attendance, and can vote electronically on the items of the agenda.  For attendance and voting purposes, please use the following link or the QR code below. The meeting will be administrated from   the Bank's premises in the Financial District, Smart Village, Zone F10, Building B-2019, (Km 28 Cairo-Alex. Desert Road).

rebrand.ly/cibbank

Voting shall commence on Tuesday, March 22^nd, 2022.  Blocking shares certificates, powers of attorney, and attendance authorizations are to be sent via the same link above. 

The General Assembly Agenda :

The Assembly shall meet to consider the following items on the agenda:

(1)  Discuss and resolve where applicable:

(1.1)   Approve the Board of Directors' Report for the financial year ended 31/12/2021.

(1.2)   Approve the Governance Report with its associated Auditors' Reports for the financial year ended 31/12/2021.

(1.3)  Review the shareholders' questions and requests.

(2)  Approve the Auditors' Reports on the separate and consolidated financial statements for the year ended 31/12/2021.

(3)  Ratify the separate and consolidated financial statements for the year ended 31/12/2021.

(4)  Approve the Appropriation Account for the financial year ended 31/12/2021 and delegate the Board to set and approve the guidelines for the staff profit share distribution.

(5)  Approve the increase of the issued and paid in capital by (16,542,927) shares, an increase of EGP 165,429,270, in order to fulfill the bank's obligations pertaining to "Year 13" of the "Promise to Sell - Employees' Stock Ownership Plan" approved by the Financial Regulatory Authority and to delegate the Board of Directors - subject to the approval of the Central Bank of Egypt - to amend articles "Six" and "Seven" of the Bank's statues to reflect the above increase in the issued capital. Procedures for said increase will pursue after the approvals of the relevant authorities on the two capital increases resolved by the General Assembly in its meeting of 30^th of March 2021, as follows:

-    The capital increase of 12,271,570 shares for EGP 122,715,700 being "Year 12" of the "Promise to Sell - Employees' Stock Ownership Plan".

-    The capital increase of one billion shares for EGP 10 bn being financed by the general reserve and distributed as free shares to the shareholders.

(6)  Discharge the Chair and Members of the Board from all liabilities with regard to the Bank's activities during the financial year 2021.

(7)  Approve the proposed Board and Board's Committees annual allowance and remuneration for the Non-executive Chair and Non-executive Members of the Board for the financial year 2022.

(8)  Approve the reappointment of the External Auditors and approve the proposed fees for the financial year 2022.

(9)  Authorize the Board of Directors to effect donations exceeding EGP 1000 during the financial year 2022 and ratify all donations made during the financial year 2021.

(10)  Authorize the Non-executive Directors of the Board to assume full time jobs in other shareholding companies.

Please note the following:

First :   Each shareholder is entitled to attend the General Assembly meeting in person or by a power of attorney or written authorization to another shareholder, other than CIB's Board Members.  Except for juristic individuals, any shareholder is not entitled to represent in the form of proxies more than 10% of the total Bank shares and 20% of the shares represented at the Meeting.

Second :     For attendance purposes, each shareholder is requested to present through the link a certificate accompanied by statement of blocked shares issued by an authorized custodian confirming blocking of shares at least three days prior the meeting date.

Third :     Detailed statements and documents - as stipulated in articles 219, 220 and 221 of the Executive Regulations of Law No. 159/1981 -  will be available at the Bank's Financial Controls Department, Head Office, during the Bank's official working hours for the perusal of all shareholders.

Fourth :     Any inquiry concerning the items listed in the General Assembly Agenda should be addressed in writing to the Bank's Financial Controls Department, Head Office, via registered mail or hand delivered against a receipt, at least three days prior the Assembly date.  Only items pertaining to the stated agenda shall be discussed during the meetings.

Fifth :   The resolutions of the Ordinary General Assembly shall be issued by the absolute majority of the shareholders' votes represented in the meeting without prejudice to any other voting requirements stipulated in the relevant regulations.

Sixth :  If the legal quorum of the Ordinary General Assembly is not attained, a second meeting will take place Monday, March 28^th, 2022 at 2:30 pm at the same venue.  The second meeting of the Ordinary General Assembly shall be considered valid regardless of the number of shares represented therein.

Chairman of the Board

Sherif Samy

  http://www.rns-pdf.londonstockexchange.com/rns/5842D_1-2022-3-3.pdf

 

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