TIDMCBKD
RNS Number : 1867G
Commercial Intnl Bank (Egypt) SAE
15 March 2020
Ordinary General Assembly
15 March 2020
Resolutions Summary
First
Board of Directors and Corporate Governance Reports for FY
2019
The General Assembly discussed and approved the presented Board
of Directors Report for the financial year ended 31/12/2019, and
the Corporate Governance Report for the listed companies at the
Egyptian Exchange.
Second
External Auditors Report for FY 2019
The General Assembly was advised with the External Auditors'
Report on CIB's financial statements for the year ended 31/12/2019
and their report on the Corporate Governance Report for the listed
companies at the Egyptian Exchange.
Third
Financial Statements for FY 2019
The General Assembly approved the Financial Statements for the
year ended 31/12/2019.
Fourth
2019 Profit Distribution
The General Assembly approved the following profit share
distribution for the year 2019 and delegated the Board to approve
the guidelines for profit share distribution to the Bank's
employees. Dividends of 1.25 Egyptian Pound per stock was approved
and will be paid to the shareholders on Thursday, 9 April 2020.
Fifth
Increasing the Issued and Paid-in Capital to Fulfill the
ESOP
The Assembly ratified the Board of Directors' decision resolved
in the Board's meeting of 5 January 2020 that was approved for
disclosure by the Financial Regulatory Authority (FRA) on 23
January 2020 for increasing the issued capital and paid-in capital
by EGP 85,992,100 representing 8,599,210 shares at par value of EGP
10 per share and amend Articles "Six" and "Seven" of the Bank's
Statute to reflect such increase as delegated by the General
Assembly in its meeting of 10 March 2019. By virtue of this
decision, the issued capital will increase from EGP 14,690,821,300
to EGP 14,776,813,400 to fulfill the ESOP "Promise to Sell Program"
(Year 11) in accordance to the resolutions of the Extraordinary
General Assembly in its meeting of 21 March 2016 and ratified by
the FRA on 15 May 2016.
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CIB Ordinary General Assembly 15 March 2020
Resolutions Summary
Article 6 (Before Amendment)
The Bank has an authorized capital of EGP 50 billion (fifty
billion Egyptian Pounds) with issued capital of EGP 14,690,821,300
(fourteen billion, six hundred and ninety million, eight hundred
and twenty-one thousand and three hundred Egyptian pounds) divided
into 1,469,082,130 (one billion, four hundred and sixty-nine
million, eighty-two thousand, and one hundred and thirty) common
stocks at par value of ten Egyptian Pounds.
Article 6 (After Amendment)
The Bank has an authorized capital of EGP 50 billion (fifty
billion Egyptian Pounds) with issued capital of EGP 14,776,813,400
(fourteen billion, seven hundred and seventy-six million, eight
hundred and thirteen thousand and four hundred Egyptian pounds)
divided into 1,477,681,340 (one billion, four hundred and
seventy-seven million, six hundred and eighty-one thousand, and
three hundred and forty) common stocks at par value of ten Egyptian
Pounds.
Article 7 (Before Amendment)
The Issued Capital of the Bank is composed of one billion, four
hundred and sixty-nine million, eighty-two thousand, and one
hundred and thirty common stocks distributed as follows:
Name & Nationality No. of Value in
Stocks EGP
Bank of New York Mellon (Foreign)
USA 474,604,998 4,746,049,980
-------------- ---------------
Abu Dhabi Investment Authority
(UAE) 67,334,614 673,346,140
-------------- ---------------
Other Shareholders
(Egyptians & Foreigners) 927,142,518 9,271,425,180
-------------- ---------------
Total 1,469,082,130 14,690,821,300
-------------- ---------------
The Egyptian shareholding is 11.94% according to the
shareholders' lists authenticated by Misr For Central Clearing,
Depository and Registry on 28/2/2019. The full nominal value of the
issued capital amounting to EGP 14,585,408,000 (fourteen billion,
five hundred and eighty-five million, four hundred and eight
thousand Egyptian Pounds) was fully paid and recorded in the Bank's
Commercial Register. The amount of increase of EGP 105,413,300 (one
hundred and five million, four hundred and thirteen thousand and
three hundred Egyptian Pounds) was deposited at the Commercial
International Bank (Egypt) Giza Branch, the authorized entity to
receive the public offering, as certified by the Bank's issued
certificate dated 21/8/2019. Accordingly, the issued capital has
been fully paid.
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Article 7 (After Amendment)
The Issued Capital of the Bank is composed of one billion, four
hundred and seventy-seven million, six hundred and eighty-one
thousand, and three hundred and forty common stocks distributed as
follows:
CIB Ordinary General Assembly 15 March 2020
Resolutions Summary
Name & Nationality No. of Value in
Stocks EGP
Bank of New York Mellon (Foreign)
USA 445,993,528 4,459,935,280
-------------- ---------------
Abu Dhabi Investment Authority
(UAE) 67,287,549 672,875,490
-------------- ---------------
Other Shareholders
(Egyptians & Foreigners) 964,400,263 9,644,002,630
-------------- ---------------
Total 1,477,681,340 14,776,813,400
-------------- ---------------
The Egyptian shareholding is 13.16% according to the
shareholders' lists authenticated by Misr For Central Clearing,
Depository and Registry on 23/12/2019. The full nominal value of
the issued capital amounting to EGP 14,690,821,300 (fourteen
billion, six hundred and ninety million, eight hundred and
twenty-one thousand, and three hundred Egyptian Pounds) was fully
paid and recorded in the Bank's Commercial Register. The amount of
increase of EGP 85,992,100 (eighty-five million, nine hundred and
ninety-two thousand and one hundred Egyptian Pounds) was deposited
at the Commercial International Bank (Egypt) Giza Branch, the
authorized entity to receive the public offering, as certified by
the Bank's issued certificate. Accordingly, the issued capital has
been fully paid.
Sixth
Increasing the Issued and Paid-in Capital by Capitalizing on
Reserves
In accordance with the prevailing laws and the Bank's Statute,
the General Assembly approved the following:
(1) capitalizing on the general reserves to increase the issued
capital from EGP 14,776,813,400 to EGP 19,702,417,900 and
delegating the Board of Directors to amend Articles "Six" and
"Seven" to reflect said increase in the issued capital.
The resulting increase in stocks are to be awarded to
shareholders as a one-for-three bonus issue. Such decision is to be
executed after finalizing the capital increase pertaining to the
ESOP (Year 11) release, referred to in the fifth item.
(2) Delegating the Chairman and Managing Director to take all
necessary action - in accordance to the Listing Rules and their
executive regulations issued by the EGX and FRA - to execute the
capital increase and the right to delegate others in respect
thereof.
(3) Delegating the Chief Legal Officer, Mr. Mohy Eldin El
Touhamy Ibraheim, to sign all amendment contracts of the Bank's
Statute in the Notary Office.
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CIB Ordinary General Assembly 15 March 2020
Resolutions Summary
Seventh
Releasing Board Members for the FY 2019
The General Assembly approved releasing members of the Board of
Directors for the financial year ended 31/12/2019.
Eighth
Appointment of the External Auditors for the FY 2020
Based on the recommendation of the Bank's Audit Committee and as
concurred by the Board of Directors, the General Assembly approved
the appointment of Mr. Kamel Magdy Saleh, Managing Partner
(Deloitte - Saleh, Barsoum & Abdel Aziz Auditing Firm) and Mr.
Tamer Salah El Din Abdel Tawab "Mansour & Co.
PricewaterhouseCoopers (Public Accountants and Consultants)" as the
Bank's Auditors for the Financial Year 2020.
The General Assembly approved the auditing fees of EGP 1,950,000
(net of tax ) for each auditing firm for auditing the Bank's annual
and quarterly Standalone and Consolidated Financial Statements and
issuing audit reports in accordance with the regulations of the
Central Bank of Egypt and the Financial Regulatory Authority and
EGP 440,000 (net of tax) for each firm for reviewing the Expected
Credit Loss according to IFRS9 requirements.
Ninth
Electing Directors for the Board Term (2020-2023)
In compliance with the Board Directorship Nomination Process as
stipulated by the governing articles of law 159 for year 1981 and
its the prevailing laws and the Bank's Statute, the following list
comprises the only nominees who submitted their directorship forms
and requirements and were accepted by the Governance &
Nomination Committee to be presented by the Board to the General
Assembly to be voted for individually. Biographies are
attached.
Mr. Amin Hisham Ezz Al-Arab Executive Board Member
Mr. Hussein Mohamed Maged Abaza Executive Board Member
Mr. Bijan Khosrowshahi Non-Executive Board Member Representing
the interest of Fairfax Financial Holdings Limited
Dr. Amani Mohamed Abou-Zeid Independent, Non-executive Board Member
Mrs. Magda Raafat Habib Independent, Non-executive Board Member
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CIB Ordinary General Assembly 15 March 2020
Resolutions Summary
Mr. Paresh Dattatraya Sukthankar Independent, Non-executive Board Member
Mr. Rajeev Krishan Kakar Independent, Non-executive Board Member
Mr. Sherif Samir Mahmoud Samy Independent, Non-executive Board Member
Tenth
Annual Remuneration of the Members of the Board
for the FY 2020
The General Assembly approved their board meetings attendance
remuneration for the year 2019 to be EGP75,000 to be paid directly
to each member for the financial year ending 31/12/2020
Eleventh
2017 Remuneration for the Board's Committees
Based on the recommendation of the Compensation Committee and
the approval of the Board, The General Assembly approved the
remuneration for the Audit Committee Members for the FY 2020 to be
a net of EGP 72,000 for the chair of the committee and EGP 60,000
for each member.
Twelfth
Authorization to Donate
In accordance to Article "101" of Companies' Law 159 for 1981,
The General Assembly approved authorizing the Board of Directors to
effect donations during the FY 2020 for amounts exceeding EGP
1000.
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