REG - Commercial Int Bank - EGM Resolutions - March 25th, 2024

Commercial International Bank Egypt CIBAnnouncement

26/03/2024 07:00

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RNS Number : 1980I  Commercial Intnl Bank (Egypt) SAE  26 March 2024

 

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Summary of Resolutions

of Extraordinary General Assembly

March 25(th), 2024

 

Issuance of Financial Instruments

 

In light of Article (19) of the Bank's statute, and the Board of Directors'
approval dated February 11, 2024, the Extraordinary General Assembly approved
the following:

 

First:      To delegate the Board of Directors to issue financial
instruments (senior or subordinated bonds or subordinated Debt or subordinated
deposits or hybrid financial instruments) to finance various business
activities up to a maximum of one billion US dollars or their equivalent in
local or other foreign currencies, in addition to the remaining balance of the
approval issued during the Extraordinary General Assembly, which was held on
20 March 2023. All subordinated instruments can be included at the Bank
Capital and/or Tier II recognition. The financial instruments could be
tradable, and also could be subordinated (the bondholder or lender has to
waive his repayment priority right) according to the discretion of the Board
of Directors in accordance to the CBE regulations.

 

Second:     To delegate the Board of Directors in determining the date and
all terms of issuance and in amending any term as requested by the governing
authorities or as viewed necessary by the Board in light of the market
perceived conditions and in compliance with the prevailing laws.

 

Third:        To delegate the Board of Directors in fulfilling all
issuance procedures during the three years in accordance with the Companies
Law No.159 for the year 1981 and Capital Market Law No. 95 for the year 1992
and their executive regulations.

 

Following is the issuance structure:

 

1)   Value of the issuance:

A maximum of USD 1 Billion or its equivalent in Local/ Foreign Currency to be
issued in one or more tranches through a public offering or a private
placement either through local or international markets, in accordance with
the decision of the Board of Directors.

 

2)   Purpose of Issuance:

To strengthen the bank's capital base, to accommodate any future expansion and
/or investments and/ or investments in Risk-Weighted Assets and/ or to finance
the commercial banking activities, in accordance with the decision of the
Board of Directors.

 

 

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3)   Face Value:

The Board of Directors will determine the face value per bond for each
issuance locally and internationally.

 

4)   Issuance fees and commission:

The Board of Directors will set the fees and commissions for the issuance of
the financial instruments in Egyptian Pounds or foreign currency in accordance
with the prevailing market conditions.

 

5)   Rate of Return:

A fixed or floating rate of return will be determined by the Board of
Directors for each issuance.

 

6)   Coupon Tenor or Interest payment dates:

To be determined by the Board of Directors for each issuance

 

7)   Minimum Subscription Amount:

 To be determined by the Board of Directors for each issuance.

 

8)   Other Terms:

The General Assembly delegated the Board of Directors in fulfilling all
necessary steps and procedures in relation to the issuance, dates and methods
of issuance, currency for each tranche, returns, related fees and commissions,
determining fees and commissions to be paid to foreign banks involved in the
issuance in accordance to the international standards, determining any other
terms for the issuance of the financial instruments, whether over one or more
tranches and in amending any term as necessary provided that it is in
compliance with the prevailing laws and delegating the CEO and Managing
Director and/ or his Deputy or whomever he delegates in handling all
administrative affairs and fulfilling all necessary procedures related to the
issuance of the referred to financial instruments.

 

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