REG - Commercial Int Bank - CIB's AGM Resolutions Summary

Commercial International Bank Egypt CIBAnnouncement

28/03/2022 07:00

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RNS Number : 1497G  Commercial Intnl Bank (Egypt) SAE  28 March 2022

 

 

 

Ordinary General Assembly

27 March 2022

 

Resolutions Summary

 

 

Item (1-1)

Board of Directors Report for the FY Ended 31/12/2021

 

The General Assembly approved the presented Board of Directors Report for the
Financial Year ended 31/12/2021.

 

 

Item (1-2)

 

Governance Report for the FY Ended 31/12/2021

and External Auditors' Reports

 

The General Assembly approved the presented Corporate Governance Report and
approved the External Auditors' Independent Limited Assurance Reports for the
presented Governance Report.

 

 

Item (1-3)

 

Shareholders' Questions and Requests

 

The Chairman presented the questions and requests received from the
shareholders, during the legitimate time for submitting requests, and
responded to them. The General Assembly approved the Board of Directors'
recommendation for not accepting the request of the shareholder who owns
currently 2301 shares (which represent 0.00012% of the Bank's Issued Capital)
for raising disputes affecting the public interest of the bank in the name of
all the shareholders.

 

Item (2)

 

External Auditors' Reports for the Separate and Consolidated FY

Ended 31/12/2021

 

The General Assembly was advised with the External Auditors' Report on CIB
Separate and Consolidated Financial Statements for the year ended 31/12/2021
and approved the report.

 

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Item (3)

 

Separate and Consolidated Financial Statements

For the FY Ended 31/12/2021

 

The General Assembly approved the separate and consolidated Financial
Statements for the year ended 31/12/2021.

 

Item (4)

 

Recommended Appropriation Account

For the FY Ended 31/12/2021

 

The General Assembly approved the proposed Appropriation Account for the year
ended 31/12/2021 and delegated the Board of Directors to approve the
guidelines for profit distribution to the Bank's employees.

 

The shareholders are entitled to cash dividends payout of approximately 1.35
Egyptian Pound per share for a total number of shares of (1,982,513,360)
including the ESOP Year 12 vested shares of (12,271,570), the program that was
approved by the Financial Regulatory Authority, and in accordance to the
authenticated Amendment Contract of Articles (6) and (7) of the Bank's Bylaws
as authenticated by the General Authority for Investment on the 17(th) of
March 2022. The ex-dividend date shall be Monday, the 4(th) of April 2022 and
will be disbursed via Misr for Central Clearing, Depository and Registry
"MCCDR" on Thursday, the 7(th) of April 2022, as notified to Egypt Stock
Exchange.

 

Item (5)

 

Increasing the Issued and Paid-in Capital

to Fulfill the ESOP "Year 13"

 

The General Assembly approved the increase of the issued and paid in capital
by (16,542,927) common shares at nominal value of EGP 10 per share to effect
the vesting terms of the "ESOP" Program for "Year 13", the program that was
approved by the Extraordinary GA on the 21(st) of March 2016 and authenticated
by the Financial Regulatory Authority in May 2016.

 

The General Assembly also approved to delegate the Board of Directors to amend
Articles (6) and (7) of the Bank's Bylaws to reflect the mentioned increase,
subject to the approval of the Central Bank of Egypt. Noting that said
increase will be pursued after  finalizing  the  approvals of the
 relevant  authorities  on the   capital

 

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increase of one billion shares for EGP 10 billion to be financed by the
general reserve and distributed as free dividend shares to the shareholders as
approved by the General Assembly in its meeting on the 30(th) of March 2021.

 

 

The General Assembly also approved to delegate the Chief Executive Officer
& Managing Director 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 approved to
delegate Mr. Mohy El Din El Tohamy Ibrahim, Head of the Bank's Legal
Department, to sign the amendment agreements of the Bank's Statutes at the
respective Notary Office.

 

 

Item (6)

 

Discharging the Board of Directors from all liabilities

for FY Ended 31/12/2021

 

The General Assembly approved discharging the Chair and Members of the Board
from all liabilities with regard to the Bank's activities during the financial
year 2021.

 

Item (7)

 

2022 Proposed Remuneration for the Directors of the Board

 

The General Assembly approved remuneration for the Non-Executive Board Members
for the FY 2022 to be as follows:

 

·   Annual board sitting fees to the chair and each Non-Executive Director
for the net amount of EGP 125,000.

 

·   Annual committee sitting fees to each Non-Executive Director for the
net amount of EGP 110,000 per committee, while the net amount is EGP 122,000
for the committee chair.

 

 

 

 

 

 

 

 

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Item (8)

 

Appointment of the Bank's External Auditors

For the Financial Year 2022

And Approving their Fees

 

The General Assembly approved the appointment of Mr. Farid Samir Farid,
Partner, (Deloitte - Saleh, Barsoum & Abdel Aziz Auditing Firm) and Mr.
Tamer Salah El Din Abdel Tawab Roshdy, Partner, "Pricewaterhouse Coopers -
Ezzeldeen, Diab & Co. (Public Accountants)" as the Bank's Auditors for the
Financial Year 2022.  The General Assembly approved the auditing fees of EGP
2,870,000 (net of VAT) for each auditing firm for auditing the Bank's annual
and quarterly standalone and consolidated financial statements and issuing
related reports in accordance with the regulations of the Central Bank of
Egypt and the Financial Regulatory Authority.

 

Item (9)

 

Authorization to the Board of Directors

to Approve Donations in 2022

 

The General Assembly approved authorizing the Board of Directors to donate
over EGP 1000 per recipient during the year 2022 and approved the donated
amounted during the financial year 2021.

 

 

Item (10)

 

Authorization to the Directors

 

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

 

 

http://www.rns-pdf.londonstockexchange.com/rns/1497G_1-2022-3-27.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/1497G_1-2022-3-27.pdf)

 

 

 

 

 

 

 

 

 

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