REG - Commercial Int Bank - Ordinary General Assembly Resolutions Summary 2025

Commercial International Bank Egypt CIBAnnouncement

24/03/2025 07:00

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RNS Number : 7640B  Commercial Intnl Bank (Egypt) SAE  23 March 2025

 

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Ordinary General Assembly

23 March 2025

 

Resolutions Summary

 

 

 

 

Item (1)

 

Board of Directors Report for the Fiscal Year 2024

 

The General Assembly ratified the presented Board of Directors' Report for the
Fiscal Year ending 31/12/2024.

 

Item (2)

 

Governance Report and External Auditors' Report

for the Fiscal Year 2024

 

The General Assembly ratified the presented Governance Report issued by the
Board of Directors for the Fiscal Year ending 31/12/2024 and the associated
External Auditors' Reports.

 

 

Item (3)

 

External Auditors' Reports for the Fiscal Year 2024

 

The General Assembly ratified the External Auditors' Reports for the Separate
and Consolidated Financial Statements for the Fiscal Year ending 31/12/2024.

 

 

Item (4)

 

Separate and Consolidated Financial Statements

For the Fiscal Year 2024

 

The General Assembly ratified the separate and consolidated Financial
Statements for the year ending 31/12/2024.

 

 

 

2/4

 

 

 

 

Item (5)

 

Recommended Appropriation Account

For the Fiscal Year 2024

 

The General Assembly approved the proposed Appropriation Account for 2024
profit share distribution and delegated the Board of Directors to approve the
guidelines for the profit share distribution to the staff for the year 2024.

 

The General Assembly also approved cash dividends payout of EGP 2.5 per share.

 

 

Item (6)

 

Increasing the Issued and Paid-in Capital

to Fulfill the ESOP "Year 16"

 

The General Assembly approved the increase of the Issued and Paid-in Capital
Issued Capital by EGP 276,930,000 from EGP 30,431,580,000 to EGP
30,708,510,000 by (27,693,000) shares at nominal value of EGP 10 per share, to
effect the vesting terms for "Year 16" 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 & Board Member 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 25, 2024

 

The General Assembly noted and approved the changes to the composition of the
Board of Directors that took place since the last General Assembly held March
25, 2024.

 

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

Mrs. Neveen Aly Fayek
Sabbour                           Independent Chair
of the Board

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

Mr. Amr Youssef Hassan El-Ganainy                      Deputy
CEO & Board Member

Mr. Islam Osama Bahgat Zekry                              Group
CFO & Board Member

 

 

Item (8)

 

Discharging the Board of Directors for Fiscal Year 2024

 

The General Assembly approved discharging 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 Sitting Fees for the Directors of the Board

 

The General Assembly approved the annual net sitting fees of EGP 360,000 to be
paid to each Non-Executive Director for Fiscal Year 2025.

 

 

 

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Item (10)

 

Appointment of the Bank's External Auditors

For the Fiscal Year 2025

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 Fiscal Year 2025.

 

The General Assembly approved their total audit fees of EGP 12.5 million (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 2025

 

The General Assembly approved authorizing the Board of Directors to donate
above EGP 1000 per recipient during the year 2025 in conformity with Article
"101" of the Corporate Law No. 159 of the year 1981.  The General Assembly
also approved the amounts donated during 2024.

 

 

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.

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