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Ordinary
General Assembly
25 March
2024
Resolutions
Summary
Item (1)
Board of Directors Report for
the FY 2023
The General Assembly ratified the
presented Board of Directors' Report for the FY ending
31/12/2023.
Item (2)
Governance Report and
External Auditors' Report
for the FY
2023
The General Assembly ratified the
presented Governance Report issued by the Board of Directors for
the FY ending 31/12/2023 and the associated External Auditors'
Reports.
Item (3)
External Auditors' Reports
for the FY 2023
The General Assembly ratified the
External Auditors' Reports for the Separate and Consolidated
Financial Statements for the FY ending 31/12/2023.
Item (4)
Separate and Consolidated
Financial Statements
For the FY
2023
The General Assembly ratified the
separate and consolidated Financial Statements for the year ending
31/12/2023.
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Item (5)
Recommended Appropriation Account
For
the FY 2023
The General Assembly approved the
proposed Appropriation Account for 2023 profit share distribution
and delegated the Board of Directors to approve the guidelines for
the profit share distribution to the staff for the year
2023.
The General Assembly also approved
cash dividends payout of EGP 0.55 per share for a total number of
shares of (3,019,501,000).
Item (6)
Increasing the Issued and
Paid-in Capital
to Fulfill the ESOP "Year
15"
The General Assembly approved the
increase of the Issued and Paid-in
Capital Issued Capital by EGP 236,570,000 from EGP
30,195,010,000 to EGP 30,431,580,000 by (23,657,000) shares
at nominal value of EGP 10 per share,
to effect the vesting terms for "Year 15" 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 & MD 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 20, 2023
The General Assembly approved the
changes that took place on the composition of CIB's Board during
the aforementioned period, as follows:
Appointment of Mr. Jawaid Ahmed
Mirza as a Non-Executive Board Member as of August 20, 2023 based
on the approval of the Central Bank of Egypt dated
August 17, 2023.
Accordingly, the current composition
of the Board of Directors is as follows:
Mr. Amin Hisham Mohamed Amin Ezz
Al-Arab
Non- Executive
Chairman
Mr. Hussein Mohamed Maged Hussein
Abaza
CEO and Managing Director
Mr. Paresh Dattatraya
Sukthankar
Independent Board Member
Mr. Rajeev Krishan Lal
Kakar
Independent Board Member
Mr. Sherif Samir Mahmoud
Samy
Independent Board Member
Mr. Jay-Michael
Baslow
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
Mrs. Nevine Aly Fayek
Sabbour
Independent Board Member
Mr. Jawaid Ahmed
Mirza
Non-Executive Board Member
Item (8)
Discharging the Board of Directors
for FY 2023
The General Assembly approved
discharging the Chair and Members of the Board from all liabilities
with regard to the Bank's activities during the FY 2023.
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Item (9)
2024 Proposed Sitting Fees for the Directors of the
Board
The General Assembly approved the
annual net sitting fees of EGP 250,000 to be paid to each
Non-Executive Director for FY 2024.
Item (10)
Appointment of the Bank's External Auditors
For the FY 2024
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 FY 2024.
The General Assembly approved their
total audit fees of EGP 7.6 mn (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 2024
The General Assembly approved
authorizing the Board of Directors to donate above EGP 1000 per
recipient during the year 2024 in conformity with Article "101" of
the Corporate Law No. 159 of the year 1981.
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.
http://www.rns-pdf.londonstockexchange.com/rns/1985I_1-2024-3-25.pdf
