REG - Commercial Int Bank - Resolutions Extraordinary GA March 2026

Commercial International Bank Egypt CIBAnnouncement

16/03/2026 07:00

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RNS Number : 6755W  Commercial Intnl Bank (Egypt) SAE  15 March 2026

 

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Extraordinary General Assembly

15 March 2026

 

Resolutions Summary

 

Item (1)

 

Amendment to Article 52 (bis) of the Bank's Statutes

 

The Extraordinary General Assembly approved the amendment of  Article 52
(bis.) of the Bank's Statutes in relation to the "Employees' Stock Ownership
Plan - ESOP" subject to the approval of Central Bank of Egypt.

The Extraordinary General Assembly also approved delegating Mr. Mahmoud Abbas
Mohamed Ahmed, Chief Legal Officer, to sign the amendments agreements of the
Bank's Statutes at the respective Notary Office. These amendments shall come
into effect after obtaining the approval of the Regulatory Authorities.

Enclosed is the aforementioned article before and after amendment.

 

 Article Before Amendment                                                         Article After Amendment

 (a)  Without prejudice to Article (48 bis) of Law 159 for 1981 and its           (a)        The Bank may establish a stock option plan under which CIB
 Executive Regulations and upon the consent of the Extraordinary General          shares may be granted to its employees, managers, and Executive Board Members,
 Assembly, based on the Board of Directors' recommendation, the Bank's            and those serving in its subsidiaries, or seconded thereto by the Bank, for
 employees and directors may own stocks in the Bank's capital for the purpose     the purpose of motivation and reward.  Such incentives may take the form of
 of motivating and rewarding them.  This ownership can take the form of           free share allocations, the sale of shares at a preferential price or on
 distributed free stocks, purchased stocks at preferential rate or with           flexible payment terms, or a promise by the Bank to sell shares. The terms and
 flexible payment terms, or the Bank's undertaking to sell. Terms and             conditions governing each form of grant shall be approved by the Extraordinary
 conditions pertaining to each form of ownership are to be approved by the        General Assembly.
 Extraordinary General Assembly.

 (b) In case of granting employees and directors free stocks, they will be

 entitled to receiving full dividends of these stocks as well as the right to
 vote in the Ordinary and Extraordinary General Assembly, as of the date of

 transfer of ownership of the subject stocks and in accordance with the           (b)        Where free shares are granted to employees, managers, and
 governing legal procedures.                                                      Executive Board Members, and those serving in its subsidiaries, or seconded

                                                                                thereto by the Bank, such beneficiaries shall be entitled, as of the date of
                                                                                  transfer of ownership and in accordance with the applicable legal procedures,

                                                                                to receive all dividends on such shares and to exercise the right to vote at
                                                                                  both Ordinary and Extraordinary General Assemblies.

 (c)  In case of purchased stocks at preferential rate or with flexible terms,
 employees and directors are entitled only to a percentage of the stocks

 dividends based on the percentage paid of its purchase value.  However, the      (c)        Where shares are sold at a preferential price or on flexible
 right to vote is impermissible until the value of the stocks have been settled   payment terms, employees, managers, and Executive Board Members, and those
 in full.                                                                         serving in its subsidiaries, or seconded thereto by the Bank, shall be

                                                                                entitled to receive dividends only in proportion to the percentage of the
                                                                                  purchase price paid. The right to vote at the General Assemblies shall not be

                                                                                exercisable until the full purchase price of the shares has been paid.

                                                                                (d) Where the Bank undertakes to sell shares to its employees, managers, and
 (d) In case of the Bank's undertaking to sell stocks to its employees and        Executive Board Members, and those serving in its subsidiaries, or seconded
 directors, they shall have no rights to receive dividends nor to vote till the   thereto by the Bank, such persons shall not be entitled to receive dividends
 terms pertaining to this undertaking have been fully met and that the value of   or exercise voting rights until all terms and conditions of such undertaking
 the subject stocks have been settled in full.                                    have been fully satisfied and the full value of the relevant shares has been

                                                                                paid.

                                                                                (e) In all cases, this article is to be implemented in compliance with the
                                                                                  terms, conditions and procedures stipulated by the Executive Regulations of

                                                                                Law 159 for 1981 with regard to motivating and rewarding the employees and
 (e)   In all cases, this article is to be implemented in compliance with the     directors.
 terms, conditions and procedures stipulated by the Executive Regulations of

 Law 159 for 1981 with regard to motivating and rewarding the employees and
 directors.

 

Item (2)

Proposed Employees' Stock Ownership Plan - ESOP"

for the Bank and its Subsidiaries

 

The Extraordinary General Assembly approved the Employees' Stock Ownership
Plan (ESOP - Promise to Sell) for the Bank and its Subsidiaries, covering a
period of ten years from 2026 through 2035 (inclusive). Implementation of the
Plan shall be subject to obtaining the necessary approvals from the Regulatory
Authorities.

 

The Assembly also approved the authorization to the Board of Directors to
complete all required procedures for implementing the Plan, including
establishing the rules and mechanisms for allocating and granting shares to
employees throughout the duration of the Plan, as well as determining the
terms and conditions governing the release and transfer of ownership of the
allocated shares to eligible beneficiaries.

 

Additionally, the assembly approved to empower the Board of Directors to amend
any provisions of the Plan or its implementation terms as may be required by
the governing authorities.

 

Finally, the Assembly approved to authorize Mr. Mahmoud Abbas Mohamed Ahmed,
Chief Legal Officer, to complete and fulfill all requirements of the governing
authorities in connection with the Plan.

 

 

Commercial International Bank - Egypt (CIB)

Employees' Stock Ownership Plan (ESOP- Promise to Sell)

In Accordance with the Ministerial Decree 282 for the Year 2005

Amending Some Articles of the Executive Regulations of the Egyptian Companies

 Law 159 of the Year 1981

 

Preamble

The Commercial International Bank - Egypt approved the implementation of an
Employees' Stock Ownership Plan ("ESOP") as a component of its compensation
framework for the attraction, motivation, retention, and reward of employees
and managers. In accordance with the ESOP, eligible employees are granted CIB
shares at nominal value pursuant to a "Promise to Sell" arrangement. The Plan
was first introduced and approved by the Extraordinary General Assembly at its
meeting held June 26, 2006, and consecutively renewed and approved by the
Extraordinary GA at its meetings held April 13, 2011 and March 21, 2016.

Pursuant to the approval of the Board of Directors at its meeting held
February 9, 2026, and subject to the approval of the Extraordinary General
Assembly at its meeting scheduled for March 15, 2026, CIB shall establish a
new Employees' Stock Ownership Plan ("ESOP - Promise to Sell") with a term of
ten (10) years, starting 2026 and ending 2035, inclusive.

Beneficiaries of the plan will include CIB's employees, managers, and
Executive Board Members, as well as those serving in its subsidiaries, or
seconded thereto. A specific number of shares will be allocated for eligible
beneficiaries via a 'Promise to Sell' agreement to be signed by the
beneficiaries in order to purchase the granted shares on a designated date and
in accordance with the terms stated herein, and the relevant agreement in
respect thereof.

Article One

The above preamble and all terms related to CIB's ESOP and 'Promise to Sell'
agreement, as approved by CIB's Board of Directors in accordance with the
Bank's Articles of Association and as stipulated by the Ministerial Decree 282
of the Year 2005, and Companies' Law 159 of the year 1981 and its Executive
Regulations are considered an integral part of this plan.

Article Two

Definition of the Shares Incentive Plan

By virtue of the Extraordinary General Assembly resolution, CIB shall
implement its ESOP on a 'Promise to Sell' basis through annual capital
increase in order to compensate the eligible beneficiaries (CIB's general
managers, senior employees, employees, clerks and sub-clerks, managers, and
Executive Board Members, and those serving in its subsidiaries, or seconded
thereto) who shall remain in service for three consecutive years from the
allocation date until the release date. Eligible beneficiaries of this plan
are selected based on each employee's annual performance, job level, the
Bank's overall performance and financial position, subject to fulfilling the
conditions of the employees serving at the Bank's subsidiaries, which are
specified below in Article Six.

 

 

Article Three

Mechanism of Ownership

In January of each year, the Bank shall determine the number of shares under
the ESOP through a 'Promise to Sell' agreement to be transferred to the
eligible beneficiaries after three years. The shares will be provided through
an increase in the Bank's capital with the value of these shares at its
nominal value.

Article Four

ESOP Implementation

Based on the recommendation of CIB's Board of Directors in its meeting
February 9, 2026, and the approval of the Extraordinary General Assembly at
its meeting dated March 15, 2026, the Bank will establish a new ESOP for the
ten years starting 2026 and ending 2035, inclusive, as referred to in Article
Five.

Article Five

Shares Allocation

The Extraordinary General Assembly approval on March 15, 2026, to allocate 10%
of the Bank's issued capital to be issued over a period of ten years on a
'Promise to Sell' basis. The shares shall be sold to the eligible
beneficiaries at its nominal value of EGP 10 per share.

The Bank's capital shall be increased annually by the number of shares
determined by the Board of Directors, provided that the aggregate shares
allocated during the plan period shall not exceed 10% of the issued capital.

The number of allocated shares under this plan may be increased in case the
General Assembly takes any decision to distribute free shares or split the
nominal value of the Bank's issued shares.

Article Six

Eligible Beneficiaries

Eligible beneficiaries should meet all of the following conditions:

a)   Be an employee, manager, or Executive Board Member at CIB, or serving
in its subsidiaries, or seconded thereto.

b)   Has a minimum performance rating of "Good" in the year preceding the
allocation.

c)   Has not been penalized by a salary deduction for one day or more, in
accordance with the Bank's approved disciplinary regulations.

d)   Shall continue to serve the Bank or any of its subsidiaries for at
least three consecutive years after the allocation date (actual service),
subject to fulfilling the mandatory terms for the employees at the Bank's
subsidiaries.

e)   Below the pension age.

 

 

The following governing terms shall be considered in the process of allocating
ESOP to CIB's employees who are seconded to subsidiaries:

 

a)     The Bank continues to possess control over the subsidiary's Board
resolutions and majority of votes in  its general aassemblies. If such
control ceases, those employees will no longer be eligible for CIB's ESOP
benefit, while preserving their rights to be employed by the subsidiary or
terminate their seconded Agreements and return to work at CIB.

b)    The secondment Agreement should be for a definite term that can be
renewed for other terms subject to the approval of the Bank's management.

c)     The Bank's Human Resources department shall coordinate with its
counterparty at the subsidiary to set out the appraisal guidelines for
seconded employees serving at the Bank's subsidiaries to be in compliance with
the incentive scheme guidelines deployed by the Bank, while considering the
subsidiary's nature of business and KPIs.

d)    Eligible employees shall be identified based on the resolution of the
subsidiary's Board after obtaining the approval of CIB.

e)     A list of eligible employees with their allocated shares shall be
submitted annually to CIB's Compensation Committee for review. The
Compensation Committee shall present its review to CIB's Board for
consideration and decision.

 

The following governing terms shall be considered in the process of allocating
ESOP to the employees serving at CIB's Subsidiaries:

 

a)     The Bank continues to possess control over the subsidiary's Board
resolutions and the majority of votes in its general assemblies. If such
control ceases, those employees will no longer be eligible for CIB's ESOP
benefit.

b)    The Bank's Human Resources department shall coordinate with its
counterparty at the subsidiary to set out the appraisal guidelines for
employees to be in compliance with the incentive scheme guidelines deployed by
the Bank, while considering the subsidiary's nature of business and KPIs.

c)     Eligible employees shall be identified based on the resolution of
the subsidiary's Board after obtaining the approval of CIB.

d)    A list of eligible employees with their allocated shares shall be
submitted annually to CIB's Compensation Committee for review. The
Compensation Committee shall present its review to CIB's Board for
consideration and decision.

 

Article Seven

Settlement of the Value of Allocated Shares

Each beneficiary shall reimburse the Bank, in cash the full nominal value of
the allocated shares on the ownership date.

 

 

Article Eight

Voting and Dividends Rights Prior to Vesting Date

 

The right to attend and vote in CIB's General Assemblies, as well as the
entitlement to cash dividends, shall become exercisable once the nominal value
of the allocated shares is fully settled and the shares are released.

Article Nine

Sale of the Allocated Shares

Upon fulfillment of all terms set forth herein, ESOP beneficiaries shall have
the ownership of shares. Upon release, beneficiaries shall enjoy all
shareholders' rights, including dividends payouts and voting rights in the
General Assemblies.

 

 

 

Article Ten

Dismissal or Resignation or Retirement or Disability or Death

In the event of termination of employment due to resignation or dismissal
before the ownership transfer date, the beneficiary shall not be entitled to
any right except in the following situations:

 

1)   Death: In case of death during the period of the 'Promise to Sell
Agreement', inheritors shall be entitled to receive the allocated shares on
the vesting date provided that three consecutive years have elapsed from the
'Promise to Sell' date. In such case, the shares nominal value will be settled
by the Bank.

2)   Unpaid Leave: In case the beneficiary takes unpaid leave, he/she will
receive a number of shares allocated proportionally equal to the actual time
spent after fulfilling the terms stated herein.

3)   Disability: In case of disability that ends the beneficiary's
employment at the Bank or its subsidiaries, the beneficiary shall be granted
the allocated shares on the vesting date after full payment of the shares'
nominal value, provided that three consecutive years have elapsed from the
'Promise to Sell' date.

4)   Pension: In case the beneficiary reaches the age of pension prior to
the vesting date, the beneficiary shall be granted the allocated shares on the
vesting date after full payment of the shares' nominal value, provided that
three consecutive years have elapsed from the 'Promise to Sell' date.

 

Article Eleven

Plan's Management

CIB's Human Resources department shall be in charge of the plan's execution
process under the supervision of both the Compensation Committee and the Board
of Directors.

 

 

Article Twelve

Amendment of the Plan

The plan shall not be amended unless approved by beneficiaries who own at
least 75% of the shares under the 'Promise to Sell' agreement. Any amendment
shall be made by a resolution of the Bank's Extraordinary General Assembly. In
all cases, the Bank's Extraordinary General Assembly is committed to execute
all 'Promise to Sell' Agreements concluded prior to the release of any
amendment thereof.

 

Article Thirteen

Disputes Settlement

The 'Promise to Sell' Agreement signed between CIB and ESOP beneficiary shall
be governed by the Egyptian Laws. Any dispute or claim in relation to this
plan shall be subject to and settled through arbitral proceedings in
accordance with the rules of the Cairo Regional Centre for International
Commercial Arbitration and its resolutions shall be issued in Arabic.

Commercial International Bank - Egypt (CIB)

Employees' Stock Ownership Plan (ESOP)

For Employees and Managers of the Bank and its Subsidiaries

 

Promise to Sell Agreement

This agreement is entered on xxxxxxxx corresponding to  xx /  xx/ xx  into
and between:

 

First: Commercial International Bank - Egypt (CIB), having its head office at
21/ 23 Charles de Gaulle Street, Giza and represented herein by xxxx in
his/her capacity as xxxx (hereinafter referred to as: "the Bank")

Second: xxxx having a national ID number xxxxx (hereinafter referred to as:
"the Eligible Employee")

(The Bank and the Eligible Employee are collectively referred to hereinafter
as: "the parties")

Preamble

Whereas the Bank has adopted, pursuant to its Articles of Association, an
Employees' Stock Ownership Plan for employees, managers, Executive Board
Members, and those serving in its subsidiaries or seconded thereto by the Bank
(hereinafter referred to as the "ESOP"); such plan is based on a 'Promise to
Sell' part of the Bank's shares to the eligible employee in accordance with
the terms and conditions of the Ministerial Decree 282 of the year 2005.

Whereas, the eligible employee is currently occupying the position of xxxxx,
and whereas the parties desire to execute this Agreement to regulate the
entitlement of the eligible employee under the ESOP.

Therefore, both parties agreed on the following:

First clause

The above preamble and the attached Annex, as well as, the Bank's Articles of
Association and the ESOP are part and parcel of this Agreement.

I, the undersigned beneficiary, hereby irrevocably warrant and confirm my
awareness of, acceptance of, and compliance with all terms and conditions of
the Bank's incentive program ESOP.

Second clause

Bank's Acknowledgment

The Bank hereby acknowledges that the eligible employee is meeting all
enrollment conditions to the ESOP which had been suggested by the Bank's Board
of Directors and approved by the Extraordinary General Assembly in its meeting
dated March 15, 2026.

 

 

Third clause

Promise to Sell

Without prejudice to clauses (4) & (5) below, the Bank hereby undertakes
to transfer the ownership of (X number of shares) provided; the elapse of the
mandatory retention period of not less than three consecutive years while the
eligible employee remains in the service of the Bank and/or its subsidiaries,
and the aggregate nominal value of the purchased shares has been fully paid
prior to the release of the shares.

Fourth Clause

Conditions for Validity of the Promise

Without prejudice to clause (5) below, the Bank's 'Promise to Sell' may not be
valid unless all of the following conditions are met:

4-1    The eligible employee is in actual service of the Bank and/or its
subsidiaries or seconded thereto on the date xxxxx (hereinafter referred to
as: "the due date/dates").

4-2    The eligible employee has a minimum performance rating of  "Good"
in accordance with the internal regulations applicable at the Bank and/or its
subsidiaries in the year preceding the execution of this Agreement.

4-3    The Bank has achieved the net profit set out in its annual budget
approved by the Board of Directors.

4-4    The eligible employee shall continue to serve the Bankand/or its
subsidiaries or seconded thereto for at least three consecutive years after
the allocation date (actual service).

4-5    The eligible employee has fully paid the aggregate nominal value of
the purchased shares.

Fifth clause

Vesting Notification

If the conditions specified in clause (4) above are successfully fulfilled,
the Bank shall promptly notify the eligible employee of the implementation of
its promise in the due date and such notification should be served to the
latest address of the eligible employee as per the Bank's records, in the form
embedded in attached Annex.

Sixth Clause

Term of the Agreement

6-1    This Agreement shall remain valid for three years from the date of
the 'Promise to Sell'.

6-2    In case of absence of any condition specified in clause (4) above,
the Bank shall be fully exempted from its obligations hereunder, and the
'Promise to Sell' will be null and void.

 

Seventh Clause

Exceptional Cases

7-1    In case the eligible employee reaches the pension age prior to the
elapse of the above mentioned three years, he/she shall receive on the due
date the full allocated shares provided that three consecutive years from the
'Promise to Sell' date have elapsed and the full nominal value is paid.

7-2    In case of death during the period of the 'Promise to Sell', the
eligible employee's inheritors shall be entitled to receive the allocated
shares on the due date, provided that three consecutive years from the
'Promise to Sell' date have elapsed, and in that case the shares nominal value
will be settled by the Bank.

7-3    In case the eligible employee takes unpaid leave, he/she will
receive a number of shares allocated proportionally equal to the percentage of
actual time spent at the Bank and/or its subsidiaries, after fulfilling the
terms stated herein.

7-4    In case of disability that ends the eligible employee's employment
at the Bank or its subsidiaries, he/she shall be granted the allocated shares
on the vesting date after full payment of the shares' nominal value, provided
that three consecutive years have elapsed from the 'Promise to Sell' date.

 

 

 

 

 

 

 

 

Eighth Clause

Governing Law and Dispute Resolution

 

This Agreement is governed by the Egyptian Law and any disputes or claims in
relation to this Agreement shall be subject to and settled through arbitral
proceedings in accordance with the rules of the Cairo Regional Centre for
International Commercial Arbitration, and its resolutions shall be issued in
Arabic.

Ninth clause

Counterparts

 

This Agreement is executed in two counterparts.

 

 First Party                                  Second Party
 Commercial International Bank - Egypt (CIB)  The Eligible Employee
 Name: xxxxxxxxxx                             Name: xxxxxxxxxxxxx
 Signature: xxxxxxxxxxxxx                     Signature: xxxxxxxxxx

 

 

 

 

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