Result of EGM

Commercial Intnl Bank (Egypt) SAE
27 June 2006


               Extraordinary General  Assembly Meeting 
                         Dated June 26, 2006



Resolution No.1  Employee Stock Ownership Plan (ESOP) for Rewarding & Motivation 

     
The Bank's Extraordinary General Assembly has unanimously approved a plan for
rewarding and motivating the Bank's employees and directors via ownership of
part of its stock with a maximum of 5% of the Banks issued and paid-in capital
with nominal value, over a period of five years, starting 31.12.2006, according
to the following terms and conditions:

1.     The proposed plan applies to employees in effective service as of  the 
       plan's implementation date.

2.     The achievement of the annual minimum profitability target preset in the 
       previous year's budget approved by the BOD and for each year throughout a 
       5-year period (the period set for implementing the plan).

3.     To increase the shareholders rights according to the increase in profits.

4.     The number of shares allocated to each beneficiary should be determined 
       according to the criteria set by the Governance and Compensation 
       Committee and approved by the Board of Directors, most important of which 
       is the beneficiary's performance and contribution to the Bank's bottom 
       line.

5.     The beneficiary's performance appraisal should be at least satisfactory.

6.     Shares shall be granted at par value.

7.     The beneficiary will commit to work for the Bank for at least three years 
       from date of allocation.

8.     The employee will benefit from distributed stock profits or dividends to 
       which other shareholders are entitled only equal to the part of the 
       assigned shares that were paid for.

9.     Beneficiaries reaching retirement age before completing the employment 
       period required according to the plan will  receive a pro- rata of their 
       entitlement according to the remaining years of their employment.

10.    In case of death or terminal illness, all share grants immediately vest 
       for the benefit of the employee's heirs (in the former case) or the 
       employee himself (in the latter case) provided that  nominal value of the 
       shares has been paid in full.

11.    In case the beneficiary terminates employment for any reason other than 
       those mentioned above prior to fulfilling the required conditions 
       especially pertaining to the minimum employment period, he/she is denied 
       the right to any unvested shares as well as the right to any previously 
       allocated shares, unless approved by the Board of Directors.

12.    Granted shares will be disbursed annually for each beneficiary, provided 
       that the aforementioned requirements are fully complied with, including 
       the full payment of the par value of allotted shares as well as the lapse 
       of the three-year cliff vesting period.

13.    CIB will serve as the Custodian and Trustee in administering the plan.

The Extraordinary General Assembly has also approved to delegate the BOD to set
the terms and conditions for implementing the plan; the number of shares to be
allotted to each beneficiary throughout the implementation period and the
conditions for transfer or disbursement of the shares and the resulting increase
in the Bank issued capital, as well as the amendment of any of these terms and
conditions to meet the requirements of the concerned parties.
 



                    Extraordinary General  Assembly Meeting
                           Dated June 26, 2006


Resolution No. 2: Increasing the Bank's Issued Capital from EGP 1300MM to EGP 
                  1950MM and Amending Articles 6 and 7 of the Banks Statute.

The Bank's Extraordinary General Assembly has unanimously approved the 
following:-

1.     Increase the paid-in capital from EGP 1.3 billion to EGP 1.95 billion by 
       capitalizing EGP 650 million of the general reserve.
 
2.     Distribute the 65 million free shares resulting from such increase to the 
       shareholders in the form of one free share for every two owned going from 
       the smaller to the larger shareholders  till the free shares amount is 
       distributed in full.

3.     From the date of the announcement and till the end of the previous 
       working day set for the distribution, the free share rights shall be 
       transferred to the new holder in compliance to the regulations of the 
       Egyptian Stock Exchange Market.

4.     Delegate the Board of Directors in taking all the legal procedures needed 
       to implement this resolution, while the previous delegation issued by the 
       Extraordinary General Assembly of  March 19, 2006 remains valid.

5.     Amend Articles No. 6 and 7 of the Bank's Statute to reflect the 
       recommended capital increase as follows:-

Article No. (6) After Amendment

The authorized capital of the Bank is set at LE 5000 million (Five thousand
million Egyptian pounds) and the issued capital is set at LE 1950 million (One
thousand nine hundred  and fifty million Egyptian pounds) divided into 195
million shares each at an equal value of LE 10, all of which are ordinary
nominal and cash shares.



Article No. (7) After Amendment

The Capital of the Bank is composed of 195 million nominal shares. The capital 
share subscription is as follows:-

S/N       Name & Nationality          No. of Shares     %          Value in
                                                                         LE
1         Bank of New York            43,443,042     % 22,28     434,430,420
          (Foreign)
      
2         Ripplewood                  17,285,628     %  8,86     172,856,280
          (Foreign)       
 
3        Other Shareholders          134,271,330     % 68,86     1,342,713,300
         As indicated on the 
         register of Misr 
         Clearing Settlement & 
         Central  Depository.
        (Egyptians & Foreigners)*     

             Total                   195,000,000     %100        1,950,000,000

The full nominal value of the original capital amounting to '1300 million
Egyptian pounds' has been paid up and the amount of '650 million Egyptian
pounds' was paid in through capitalization of the general reserve by issuing
free shares.

* Prepared by  the Bank according to the shareholders' lists authenticated  by
Misr Clearing, Settlement & Depository as of April 30, 2006.






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