OGM Resolutions - March 25th, 2024

Commercial Intnl Bank (Egypt) SAE

26 March 2024

 

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Ordinary General Assembly

25 March 2024

Resolutions Summary

Item (1)

Board of Directors Report for the FY 2023

The General Assembly ratified the presented Board of Directors' Report for the FY ending 31/12/2023.

Item (2)

Governance Report and External Auditors' Report

for the FY 2023

The General Assembly ratified the presented Governance Report issued by the Board of Directors for the FY ending 31/12/2023 and the associated External Auditors' Reports.

Item (3)

External Auditors' Reports for the FY 2023

The General Assembly ratified the External Auditors' Reports for the Separate and Consolidated Financial Statements for the FY ending 31/12/2023.

Item (4)

Separate and Consolidated Financial Statements

For the FY 2023

The General Assembly ratified the separate and consolidated Financial Statements for the year ending 31/12/2023.

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Item (5)

Recommended Appropriation Account

For the FY 2023

The General Assembly approved the proposed Appropriation Account for 2023 profit share distribution and delegated the Board of Directors to approve the guidelines for the profit share distribution to the staff for the year 2023.

The General Assembly also approved cash dividends payout of EGP 0.55 per share for a total number of shares of (3,019,501,000).

Item (6)

Increasing the Issued and Paid-in Capital

to Fulfill the ESOP "Year 15"

The General Assembly approved the increase of the Issued and Paid-in Capital Issued Capital by EGP 236,570,000 from EGP 30,195,010,000 to EGP 30,431,580,000 by (23,657,000) shares at nominal value of EGP 10 per share, to effect the vesting terms for "Year 15" of the "ESOP", the program that was approved by the Extraordinary GA on March 21, 2016 and authenticated by the Financial Regulatory Authority on May 15, 2016.

The General Assembly also approved amending Articles "6" and "7" of the Bank's Bylaws to reflect the mentioned increase, subject to the approval of the Central Bank of Egypt.

The General Assembly delegated the CEO & MD to fulfill the capital increases procedural requirements after obtaining the required approvals, with the right to delegate others in doing so, without prejudice to the Listing and Delisting Rules and its Executive Regulations issued by the Financial Regulatory Authority and effected by the Egyptian Stock Exchange, and also delegated Mr. Mahmoud Abbas Mohamed Ahmed, Chief Legal Officer, to sign the amendment agreements of the Bank's Statutes at the respective Notary Office.

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Item (7)

Approve the changes to the Board of Directors' composition

since the previous General Assembly of March 20, 2023

The General Assembly approved the changes that took place on the composition of CIB's Board during the aforementioned period, as follows:

Appointment of Mr. Jawaid Ahmed Mirza as a Non-Executive Board Member as of August 20, 2023 based on the approval of the Central Bank of Egypt dated     August 17, 2023.

Accordingly, the current composition of the Board of Directors is as follows:

Mr. Amin Hisham Mohamed Amin Ezz Al-Arab             Non- Executive Chairman

Mr. Hussein Mohamed Maged Hussein Abaza                CEO and Managing Director

Mr. Paresh Dattatraya Sukthankar                                    Independent Board Member

Mr. Rajeev Krishan Lal Kakar                                          Independent Board Member

Mr. Sherif Samir Mahmoud Samy                                    Independent Board Member

Mr. Jay-Michael Baslow                                                   Independent Board Member

Mr. Fadhel Abdul Baqy Abulhasan Alqaed AlAli           Non-Executive Board Member

representing Alpha Oryx Limited

Mr. Aziz Moolji                                                                Non-Executive Board Member

representing Alpha Oryx Limited

Ms. Hoda Ahmed Mohamed Mansour                             Independent Board Member

Mrs. Nevine Aly Fayek Sabbour                                      Independent Board Member

Mr. Jawaid Ahmed Mirza                                                 Non-Executive Board Member

Item (8)

Discharging the Board of Directors for FY 2023

The General Assembly approved discharging the Chair and Members of the Board from all liabilities with regard to the Bank's activities during the FY 2023.

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Item (9)

2024 Proposed Sitting Fees for the Directors of the Board

The General Assembly approved the annual net sitting fees of EGP 250,000 to be paid to each Non-Executive Director for FY 2024.

Item (10)

Appointment of the Bank's External Auditors

For the FY 2024

And Approving their Fees

The General Assembly approved the appointment of Mr. Farid Samir Farid, Partner, (Grant Thornton - Saleh, Barsoum & Abdel Aziz Auditing Firm) and Mr. Hossam El-Din Mohamed Abdallah Hilal, Partner, "Mohamed Hilal and Waheed Abdel Ghaffar and Partners - Baker Tilly Mohamed Hilal and Waheed Abdel Ghaffar Legal Auditors" as the Bank's Auditors for the FY 2024.

The General Assembly approved their total audit fees of EGP 7.6 mn (net of VAT) for auditing the Bank's annual and quarterly standalone and consolidated financial statements and issuing related reports.

Item (11)

Authorization to the Board of Directors

to Approve Donations in 2024

The General Assembly approved authorizing the Board of Directors to donate above EGP 1000 per recipient during the year 2024 in conformity with Article "101" of the Corporate Law No. 159 of the year 1981. 

Item (12)

Authorization to Non-Executive Directors

To Assume Executive Roles in Other Companies

The General Assembly approved authorizing the Non-Executive Directors to assume full time jobs (technical or administrative) in other shareholding companies in conformity with Article "95" of the Corporate Law No. 159 of the year 1981.

http://www.rns-pdf.londonstockexchange.com/rns/1985I_1-2024-3-25.pdf

 

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