REG - Commercial Int Bank - General Assembly 2025 - Discussion Items

Commercial International Bank Egypt CIBAnnouncement

27/02/2025 07:30

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RNS Number : 6888Y  Commercial Intnl Bank (Egypt) SAE  27 February 2025

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Ordinary General Assembly

March 23(rd), 2025

 

Summary of Issues to Be Discussed

 

The Ordinary General Assembly is respectfully requested to make decisions
regarding the following items.

 

 

Item (1)

 

Board of Directors Report for the Fiscal Year 2024

 

Enclosed is the Board of Directors' Report for the Fiscal Year ending
31/12/2024 presented to the General Assembly for discussion and approval.

 

 

Item (2)

 

Governance Report and External Auditors' Report

for the Fiscal Year 2024

 

Enclosed is the Governance Report issued by the Board of Directors for the
Fiscal Year ending 31/12/2024 with the associated External Auditors' Reports,
assessing the Bank's compliance with the governance rules for listed companies
in the Egyptian Stock Exchange. The report is presented to the General
Assembly for discussion and approval.

 

 

Item (3)

 

External Auditors' Reports for the Fiscal Year 2024

 

Enclosed are the External Auditors' Reports for the Separate and Consolidated
Financial Statements for the Fiscal Year ending 31/12/2024 presented to the
General Assembly for discussion and approval.

 

 

2/7

 

 

Item (4)

 

Separate and Consolidated Financial Statements

For the Fiscal Year 2024

 

Enclosed are the separate and consolidated Financial Statements for the Fiscal
Year ending 31/12/2024 presented to the General Assembly for discussion and
ratification.

 

 

Item (5)

 

Recommended Appropriation Account

For the Fiscal Year 2024

 

The Appropriation Account for 2024 profit share distribution is presented to
the General Assembly for approval and to delegate the Board of Directors to
approve the guidelines for the profit share distribution to the staff for the
year 2024.

 

 
 
EGP in thousands

Available Net Profit for Distribution

as of December 31,
2024
      50,260,833

 
 

To be distributed as follows:

 

Legal
Reserve
  2,771,284

General
Reserve
18,971,298

Shareholders'
Dividends
 7,607,895

Staff Profit
Share
 5,542,832

Board of Directors'
Bonus
    178,000

CIB
Foundation
     831,425

Support and Development of the Banking Sector
Fund                        554,283

Retained
Earnings
19,803,816

 

3/7

 

 

 

Item (6)

 

Increase the Issued and Paid-in Capital to Fulfill ESOP "Year 16" Obligation

and Amend Articles "6" and "7" of the Bank's Statute

 

The approval of the General Assembly meeting is sought to increase the issued
and paid in capital by (27,693,000) common shares at nominal value of EGP 10
per share, an increase of EGP 276,930,000 to effect the vesting terms for
"Year 16" of the "ESOP", approved by the Financial Regulatory Authority and to
approve 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 approval of the General Assembly is also sought to delegate the Chief
Executive Officer 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.

 

The approval of the General Assembly is also sought to delegate Mr. Mahmoud
Abbas Mohamed Ahmed, Chief Legal Officer, to sign the amendment agreements of
the Bank's Statutes at the respective Notary Office.

 

Hereunder are Article (6) and (7) before and after amendments:

 

Article (6) Before Amendment:

 

The Bank has an authorized capital of EGP 100 billion (one hundred billion
Egyptian Pounds) with issued capital of EGP 30,431,580,000 (thirty billion,
four hundred thirty-one million, five hundred and eighty thousand Egyptian
pounds) divided into 3,043,158,000 (three billion, forty-three million, one
hundred and fifty-eight thousand) shares at a nominal value of ten Egyptian
Pounds.

 

Article (6) After Amendment:

 

The Bank has an authorized capital of EGP 100 billion (one hundred billion
Egyptian Pounds) with issued capital of EGP 30,708,510,000 (thirty billion,
seven hundred and eight million, five hundred and ten thousand Egyptian
pounds) divided into 3,070,851,000 (three billion, seventy million, eight
hundred and fifty-one thousand) shares at a nominal value of ten Egyptian
Pounds.

 

 

 

4/7

 

Article (7) Before Amendment:

 

The Issued Capital of the Bank is composed of three billion, nineteen million,
five hundred and one thousand common stocks distributed as follows:

 

 Name & Nationality                     Nationality      No. of Stocks   Value in EGP
 Bank of New York Mellon (Foreign) USA  American         822,434,677     8,224,346,770
 Alpha Oryx Limited                     UAE              511,644,101     5,116,441,010
 Other Shareholders                     (Egyptian &

 (Egyptians & Foreigners)               Foreigners)      1,709,079,222   17,090,792,220
 Total                                                   3,043,158,000   30,431,580,000

 

The Egyptian subscription is 21.67% according to the approved shareholders'
lists authenticated by Misr for Central Clearing, Depository and Registry on
the latest position as of 31 December 2024.

The full nominal value of the issued capital amounting to EGP 30,159,010,000
(thirty billion, one hundred and fifty-nine million, and ten thousand Egyptian
pounds) was fully paid and recorded in the Bank's Commercial Register.  The
amount of increase of EGP 236,570,000 (two hundred and thirty-six million,
five hundred and seventy thousand Egyptian Pounds) was deposited at the
Commercial International Bank - Egypt S.A.E., Giza Branch, the authority
entity to receive the public offering as certified by the Bank's issued
certificate dated 23 April 2024. Accordingly, the issued capital has been
fully paid.

 

 

Article (7) After Amendment:

 

The Issued Capital of the Bank is composed of three billion, seventy million,
eight hundred and fifty-one thousand common stocks distributed as follows:

 

 Name & Nationality                     Nationality      No. of Stocks  Value in EGP
 Bank of New York Mellon (Foreign) USA  American         868,309,263    8,683,092,630
 Alpha Oryx Limited                     UAE              511,644,101    5,116,441,010
 Other Shareholders                     (Egyptian &      1,690,897,536  16,908,975,360

  (Egyptians & Foreigners)              Foreigners)
 Total                                                   3,070,851,000  30,708,510,000

 

The Egyptian subscription is 21.49% according to the approved shareholders'
lists authenticated by Misr for Central Clearing, Depository and Registry on
the latest position as of 31 December 2024.

The full nominal value of the issued capital amounting to EGP 30,431,580,000
(thirty billion, four hundred thirty-one million, five hundred and eighty
thousand Egyptian pounds) was fully paid and recorded in the Bank's Commercial
Register. The amount of increase of EGP 276,930,000 (two hundred seventy-six
million, nine hundred and thirty thousand Egyptian Pounds) was deposited at
the Commercial International Bank - Egypt (CIB) S.A.E., Giza Branch, the
authority entity to receive the public offering as certified by the Bank's
issued certificate. Accordingly, the issued capital has been fully paid.

 

5/7

Item (7)

 

Approve the changes to the Board of Directors' composition

since the previous General Assembly of March 25(th), 2024

 

In accordance with Article (22) of the Bank's Bylaws, and the laws and
procedures of the Central Bank and Banking Sector Law No. 194 for the year
2020 and the Corporate Law No. 159 for the year 1981 and its executive
regulations and their amendments thereof, which stipulate that the General
Assembly is to be notified of the effected changes in the composition of the
Board since the previous General Assembly held, the following change took
place in the composition of CIB's Board of Directors since the General
Assembly of March 25th, 2024 and is presented to the General Assembly for
approval:

 

·    Resignation of Mr. Jay-Michael Baslow, Non-Executive Board Member,
for personal reasons.

·    Resignation of Mr. Hussein Mohamed Maged Hussein Abaza, CEO &
Managing Director, ending his service at the Bank.

·    Effective November 5(th), 2024, the following changes also took
place:

(1) Mr. Hisham Mohamed Amin Ezz Al-Arab transitioned from his position as
Non-Executive Chairman to assume the role of Chief Executive Officer.

(2) Mrs. Neveen Aly Fayek Sabbour, Non-Executive Board Member, was elected and
appointed as Independent Chair of the Board.

(3) Mr. Amr Youssef Hassan El-Ganainy, Deputy CEO, joined the BoD as Executive
Board Member.

(4) Mr. Islam Bahget Zekry, Group CFO, jointed the BoD as Executive Board
Member.

 

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

 

Mrs. Nevine Aly Fayek
Sabbour
            Independent Chair

Mr. Amin Hisham Mohamed Amin Ezz Al-Arab             Chief
Executive Officer

Mr. Paresh Dattatraya Sukthankar
                        Independent Board Member

Mr. Rajeev Krishan Lal Kakar
                    Independent Board Member

Mr. Sherif Samir Mahmoud Samy
            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

Mr. Jawaid Ahmed
Mirza
            Non-Executive Board Member

 

6/7

 

Item (8)

 

Discharging the Board of Directors for Fiscal Year 2024

 

The approval of the Ordinary General Assembly is requested to discharge the
Chair and Members of the Board from all liabilities with regard to the Bank's
activities during the Fiscal Year 2024.

 

 

 

Item (9)

 

2025 Proposed Remuneration for the Non-Executive Directors of the Board

 

 

The Board of Directors has approved to submit to the General Assembly the
proposal of the Compensation Committee to pay a net annual Board sitting fees
to each Non-Executive Director amounting to EGP 360,000 for the Fiscal Year
2025.

 

 

The matter is referred to the General Assembly for approval.

 

 

Item (10)

 

Aappointment of the Bank's External Auditors for the Fiscal Year 2025

and Approving their Fees

 

 

In accordance with Article No. 42 (bis) of the Bank's Statute, the Ordinary
General Assembly appoints in its annual meeting two external auditors and
determines their fees.

 

In light of the recommendation of the Bank's Audit Committee and as concurred
by the Board of Directors, the General Assembly is kindly requested to approve
the Bank's Auditors for the Fiscal Year 2025 to be Mr. Farid Samir Farid,
Partner, (Grant Thornton, Saleh, Barsoum & Abdel Aziz Auditing Firm) and
Mr. Hossam Mohamed Hilal, Partner - Baker Tilly Mohamed Hilal and Wahid Abdel
Ghaffar - Legal Auditors & Consultants" as the Bank's Auditors for the
Fiscal Year 2025 for a total proposed auditing fees of EGP 12.5mn (excluding
VAT) for auditing the Bank's annual and quarterly standalone and consolidated
financial statements and issuing related reports.

 

 

7/7

 

 

Item (11)

 

Authorization to the Board of Directors

to Approve Donations in 2025

 

The approval of the General Assembly is kindly sought to authorize the Board
of Directors to approve donations above EGP 1000 per recipient during the year
2025 in conformity with Article "101" of the Corporate Law No. 159 of 1981.

 

As for the Fiscal Year 2024 and in addition to the annual approved amount
allocated by the General Assembly to the "Commercial International Bank
Foundation" of 1.5% of the Bank's Net Profit to pursue the Foundation's
philanthropy mission, the Board of Directors approved donations during the
Fiscal Year 2024 as authorized by the General Assembly in 2024, as follows:

 

Ø EGP 100 million to the Government Medical Emergency Fund. This donation is
intended to support and finance medical services for citizens, ensuring
sustainable funding in the event of disasters, medical emergencies, crises,
and epidemics. Additionally, it will help cover critical medical interventions
and reduce patient waiting lists.

 

Ø EGP 5 million to the "2024 Ramadan Convoys," which aim to support families
in need of essential food supplies during the holy month of Ramadan.

These donations reflect the bank's commitment to social responsibility,
supporting healthcare and providing aid to those in need, particularly during
times of crisis.

 

Item (12)

 

Authorization to the Directors

To Assume Executive Roles in Other Companies

 

The approval of the Ordinary General Assembly is sought to authorize the
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.

 

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