Notice of AGM

Commercial Intnl Bank (Egypt) SAE

20 February 2024

 

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

Authorized Capital:    EGP 100 Billion

Issued and Paid-in Capital: EGP 30,195,010,000      

Head Office: Nile Tower Building

21/23 Charles de Gaulle St., Giza,

C.R. 69826 Giza

Invitation to the Ordinary General Assembly

The Board of Directors of the Commercial International Bank - Egypt (CIB) S.A.E cordially invites the Bank's shareholders to attend the Ordinary General Assembly to be held Monday, March 25, 2024 at 2:00pm. The meeting will be held at the Bank's premises in the Financial District, Smart Village, Zone F10, Building B-219, (Km 28 Cairo-Alex. Desert Road).

In accordance to Article "73" of the Companies Law 159 of 1981 and its amendment Law 4 of 2018 and in compliance with the Central and Banking System Law 194 of 2020 and Article "39" of the Bank's Statutes, the General Assembly will be held and participated in via virtual means, using "E-magles" Platform. Shareholders are to attend the assembly in person or via the above mentioned platform - which is considered an authentic attendance.

Shareholders voting on the items of the agenda should be via "E-magles" Platform. that platform.

Shareholders who wish to attend virtually or in person should register using the following link or the QR Code starting Monday, March 4, 2024.

For attendance and voting purposes, blocking shares certificates, powers of attorney, and attendance authorizations are to be sent via the same link or QR Code down below. 

rebrand.ly/cibbank

Shareholders can start voting via E-magles Platform as of Wednesday, March 20, 2024.  

The Ordinary General Assembly Agenda:

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

(1)    Approve the Board of Directors' Report for the FY 2023.

(2)    Approve the Governance Report with its associated Auditors' Reports for the FY 2023.

(3)    Approve the Auditors' Reports on the separate and consolidated financial statements for the FY 2023.

(4)    Ratify the separate and consolidated financial statements for the FY 2023.

(5)    Approve the Appropriation Account for the FY 2023 and delegate the Board to set and approve the guidelines for the staff profit share distribution.

(6)    Approve the increase of the issued and paid in capital by (23,657,000) shares, from EGP 30,195,010,000 to EGP 30,431,580,000 - an increase of EGP 236,570,000 - in order to fulfill the bank's obligations pertaining to "Year 15" 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.

(7)    Approve the changes to the Board of Directors' composition since the last General Assembly held March 20, 2023.

(8)    Discharge the Chair and Members of the Board from all liabilities with regard to the Bank's activities during the FY 2023.

(9)    Approve the proposed Board and Board's Committees annual allowance and remuneration for the Non-Executive Directors for the FY 2024.

(10)  Approve the appointment of the External Auditors and approve the proposed fees for the FY 2024.

(11)  Authorize the Board of Directors to effect donations exceeding EGP 1000 during the FY 2024 and ratify all donations made during the FY 2023.

(12)  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.  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 on the E-magles Platform 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 General Assembly Agenda items 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 Tuesday, March 26, 2024 at 2:00 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

Amin Hisham Ezz Al-Arab

 

END