REG - Commercial Int Bank - Resolutions Extraordinary General Assembly
20/03/2023 17:15
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RNS Number : 5762T Commercial Intnl Bank (Egypt) SAE 20 March 2023
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Summary of Resolutions
of Extraordinary General Assembly
March 20(th), 2023
Item (1)
Amending some Articles of the Bank's Bylaws
The Extraordinary General Assembly approved to amend the following articles of
the Bank's Bylaws to comply with the legislative amendments: "1", "2", "3",
"4", "6", "8", "17", "20", "22", "23", "24", "25", "29", "30", "32", "33",
"39", "40", "42", "43", "44", "46bis", "47bis", "48", "48bis", "49", "51",
"52", "55", "55bis", "57", and "58".
The Extraordinary General Assembly also approved delegating Mr. Mohy El Din El
Tohamy Ibrahim, Head of the Bank's Legal Department, and Mr. Mahmoud Abbas
Mohamed Ahmed, Manager of the Bank's Legal Affairs, to sign separately the
amendment agreements of the Bank's Statutes at the respective Notary Office.
These amendments will not come into effect until obtaining the approval of the
Central Bank of Egypt.
Enclosed are the aforementioned articles before and after amendment.
http://www.rns-pdf.londonstockexchange.com/rns/5762T_1-2023-3-20.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5762T_1-2023-3-20.pdf)
Article No. Before Amendment After Amendment
Article 1 The Company is hereby incorporated as an Egyptian joint stock company in The Company is hereby incorporated as an Egyptian joint stock company in
accordance with the Laws in force in the Arab Republic in Egypt within the accordance with the Laws in force in the Arab Republic in Egypt within the
scope of the regime of Arab and Foreign Investments and Free Zone promulgated scope of the regime of Arab and Foreign Investments and Free Zone promulgated
by Law No. 43/1974, with the Statutes and pursuant to the conditions set forth by Law No. 43/1974 amended by law no. 32/1977 and its amendments with the
herein below. Statutes and pursuant to the conditions set forth herein below.
Article 2 The name of the Company is Commercial International Bank (Egypt) S.A.E., an The name of this Bank is Commercial International Bank - Egypt (CIB) S.A.E. an
Egyptian joint stock company (hereinafter called the "Bank"). Egyptian joint stock company, (hereinafter referred to as the "Bank").
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 3 The objective of the Bank is to assist the industrial and economic development The objective of the Bank is to assist the industrial and economic development
in the Arab Republic of Egypt, in general. In furtherance of this objective, in the Arab Republic of Egypt, in general. In furtherance of this objective,
the Bank will be registered as a commercial Bank and, will be subject to all the Bank will be registered as a commercial Bank and, will be subject to all
laws applicable to commercial banks. The Bank has laws applicable to commercial banks, especially the Central Bank and Banking
Sector law no. 194/2020, the controls, regulatory instructions, and decisions
the right to carry out all the banking and financial operations in the Arab issued by the Central Bank of Egypt. The Bank has the right to carry out
Republic of Egypt and abroad, in particular, letters of credit, acceptance all the banking and financial operations in the Arab Republic of Egypt and
abroad, in particular, letters of credit, acceptance of bills of exchange,
of bills of exchange, foreign exchange and other transactions facilitating foreign exchange and other transactions facilitating trade. The Bank may
trade. The Bank may also provide short and long-term facilities to foreign also provide short and long-term facilities to foreign and local companies and
and local companies and may participate in the establishment of both money and may participate in both money and capital markets and may, in general,
capital markets and may, in general, encourage foreign investment in Egypt. encourage foreign investment in Egypt. Without limitation to the previous
Without limitation to the previous activities, the Banks principal activity activities, the Banks principal activity shall be oriented towards foreign
shall be oriented towards foreign transactions facilitating trade exchange transactions facilitating trade exchange between the Arab Republic of Egypt
between the Arab Republic of Egypt and foreign countries as well as financing and foreign countries as well as financing and servicing investment necessary
and servicing investment necessary for the development and consolidation of for the development and consolidation of the national economy.
the national economy.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
The Bank may, pursuant to the laws in force in the Arab Republic of Egypt, The Bank may, pursuant to the laws in force in the Arab Republic of Egypt,
exercise all such powers deemed necessary for, or conducive or incidental to, exercise all such powers deemed necessary for, or conducive or incidental to,
Cont. Article 3 its banking and financial operations including, without limiting the its banking and financial operations including, without limiting the
aforementioned activities, the following: aforementioned activities, the following:
(a) To lend money and/or provide credit, with or without security, without (a) To lend money and/or provide credit, with or without security, without
determining limit for terms of loans in Egyptian or other currencies, to determining limit for terms of loans in Egyptian Pounds or other currencies,
issue, discount and deal in bills of exchange, promissory notes, drafts, and to offer all financial banking services via digital channels, to issue,
negotiable instruments, letters of credit and other notes issued by the Bank; discount and deal in bills of exchange, promissory notes, drafts, negotiable
to issue letters of guarantee or counter-guarantees for the performance of any instruments, letters of credit and other notes issued by the Bank; to issue
obligation by a customer. To borrow money and enter into contracts to obtain letters of guarantee or counter-guarantees for the for the performance of any
any funds required by the Bank and to mortgage assets of the Bank or furnish obligation by a customer. To borrow money and enter into contracts to
any other security for the fulfillment of the Bank's obligations in connection obtain any funds required by the Bank and to mortgage assets of the Bank or
with any such loans. furnish any other security for the fulfillment of the Bank's obligations in
connection with any such loans.
(b) To receive funds and valuables by way of deposit or loan or for safe
custody against receipts and lay down the conditions for the repayment thereof
whether on demand or otherwise, to acquire, hold, sell and deal in Egyptian
Pounds and foreign currencies in banknotes, coins precious metals, and other
goods. To deal through systems and payment services, transfer orders, direct
debit orders and payment of electronic checks and their electronic settlement,
to act as agent for the collection, receipt or payment of funds and generally
(b) To receive funds and valuables by way of deposit or loan or for safe to act as an agent and render services to customers and others,to hold funds
custody against receipts and lay down the conditions for the repayment thereof and other property of any type in trust to invest it for others, and to act as
whether on demand or otherwise, to acquire, hold, sell and deal in Egyptian an agent to administer the property of others in general.
Pounds and foreign currencies and coins, precious metals and other
commodities, to act as agent for the collection, receipt or payment of funds
and generally to act as an agent and render services to customers and others,
to hold funds and other property of any type in trust to invest it for others
and to act as an agent to administer the property of others in general.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
(c) To subscribe in, acquire, hold, manage, develop, deal in, lease and (c) To carry out activities of promoting and covering
dispose of property of all kinds whether real or personal (including stocks subscriptions of securities, to acquire, hold, manage, develop, deal in, lease
Cont. Article 3 and other securities), in Egypt or any other country and to give any and dispose of property of all kinds whether real or personal (including
interests, rights or privileges thereto or in respect of any such property and stocks and other securities), in Egypt or any other country and to give any
to participate in any manner in the capital markets and money markets whether interests, rights or privileges thereto or in respect of any such property and
through borrowing or participating in equity and to effect stock exchange to participate in any manner in the capital markets and money markets whether
transactions and all activities related thereto for the account of others, as through borrowing or participating in equity and to effect stock exchange
well as to carry out investment fund activities pursuant to the provisions of transactions and all activities related thereto for the account of others.
law 95/1992 promulgating the Capital Market Law and its Executive Regulations.
To perform and execute investment fund activities pursuant to the provisions
of law 95/1992 promulgating the Capital Market Law and its Executive
Regulations after obtaining the approval of the Central Bank of Egypt.
(d) To act as agent or financial representative to provide financial and
economic recommendations in addition to consulting services and/or to
participate in the management of the affairs of any other company or person.
(d)To act as agent or financial representative to provide financial and
economic recommendations in addition to consulting services and/or to
participate in the management of the affairs of any other company or person.
(e)To fully or partially acquire any establishment and companies or trade name
and goodwill or acquire the assets of any company or that of any person as (e)To fully or partially acquire any establishment and companies or trade name
full or partial security to any loan granted by the bank, or its extension, or and goodwill or acquire the assets of any company or that of any person as
its settlement. full or partial security to any loan granted by the bank, or its extension, or
its settlement.
(f) To fully or partially acquire any establishment and companies or trade
name and goodwill or acquire the assets of any company or that of any person
as full or partial security to any loan granted by the bank, or its extension,
or its settlement. (f) To fully or partially acquire any establishment and companies or trade
name and goodwill or acquire the assets of any company or that of any person
as full or partial security to any loan granted by the bank, or its extension,
or its settlement.
(g) To invest the Bank's funds in excess of demands in debentures or other
investments in such way and manner as may be determined from time to time.
(g) To invest the Bank's funds in excess of demands in debentures or other
investments in such way and manner as may be determined from time to time.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Cont. Article 3 (h) To submit and follow up on applications for obtaining, from any government (h) To submit and follow up on applications for obtaining, from any government
or other authority, any regulations, decrees, orders or licenses or other or other authority, any regulations, decrees, orders or licenses or other
approvals required to enable the Bank realize any of its objectives and to approvals required to enable the Bank realize any of its objectives and to
enter into any arrangements with others that seem conducive to achieving the enter into any arrangements with others that seem conducive to achieving the
Bank's objectives. This includes entering into agreements with local or Bank's objectives. This includes entering into agreements with local or
foreign companies for providing administrative, technical and professional foreign companies for providing administrative, technical and professional
services required by the Bank for such period or periods as may be deemed services required by the Bank for such period or periods as may be deemed
necessary or appropriate, without any limitation to the aforementioned necessary or appropriate, without any limitation to the aforementioned
activities. activities.
(i) To pay for any property or rights acquired by the Bank either in cash, by (i) To pay for any property or rights acquired by the Bank either in cash, by
installments or otherwise or by any securities or liabilities which the Bank installments or otherwise or by any securities or liabilities which the Bank
has power to issue, or pay part thereof in one method and the other part in has power to issue, or pay part thereof in one method and the other part in
another. another.
(j) To pay entitlements and to remunerate the officers and employees of the (j) To pay entitlements and to remunerate the officers and employees of the
Bank and also individuals or entities providing services to the Bank as the Bank and also individuals or entities providing services to the Bank as the
Bank may see fit. Bank may see fit.
(k) To establish affiliates to the Bank in Egypt and abroad to perform (k) To establish affiliates to the Bank in Egypt and abroad to perform
financial and other activities in accordance with applicable laws. financial and other activities in accordance with applicable laws.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
(l)To carry out any other business and undertake all such acts to partially or (l)To carry out any other business and undertake all such acts to partially or
fully achieve all of the above mentioned objectives. The Bank may have an fully achieve all of the above-mentioned objectives. The Bank may have an
Cont. Article 3 interest or participate in any manner in organizations carrying out activities interest or participate in any manner in organizations carrying out activities
which are similar to the Bank's activities, or which may contribute to the which are similar to the Bank's activities, or which may contribute to the
fulfillment of the Bank's objectives, in Egypt or abroad. The Bank may fulfillment of the Bank's objectives, in Egypt or abroad. The Bank may
also be merged in any of the aforementioned organizations, or may buy or have also be merged in any of the aforementioned organizations, or may buy or have
them affiliated to the Bank, subject to the approval of the General Authority them affiliated to the Bank, subject to the approval of the General Authority
for Investment and in general engage in all banking and commercial for Investment and Free Zones and in general engage in all banking and
transactions for the account of the Bank or others, or in collaboration with commercial transactions for the account of the Bank or others, or in
others. collaboration with others.
Article 4 The legal domicile and headquarters of the Bank shall be in the City of Giza. The headquarters of the Bank and its legal domicile shall be in the following
The Board of Directors may establish branches, offices or agencies of the Bank address: 21/23 Charles De Gaulle St. Giza.
in the Arab Republic of Egypt and abroad except in North and South Sinai
Governorates and Qantara East that require a prior approval from the General And the activity of the Bank shall be in all the country of Egypt including
Authority for Investment. the areas stated by the president of Arab Republic of Egypt decree no.
128/2022 except for the remaining parts of Sinai Peninsula that requires
preapproval of the General Authority for Investment and Free Zones for opening
the branches there in accordance to the Ministerial Decree 350 of 2007 and the
Presidential Decree 356 of 2008 incorporated in Law 14 of 2012 and the
presidential decree no. 128 for the year 2022.
And the Bank may establish branches and agencies in the Arab Republic of Egypt
or outside the country and it may also establish representative offices
outside of Egypt.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 6 The Bank has an authorized capital of EGP 50 billion (fifty billion Egyptian The Bank has an authorized capital of EGP 100 billion (One Hundred Billion
Pounds) with issued capital of EGP 29,990,562,870 (twenty-nine billion, nine Egyptian Pounds) with issued capital* of EGP 30,195,010,000 (thirty billion,
hundred and ninety million, five hundred and sixty-two thousand and eight one hundred and ninety-five million, ten thousand Egyptian pounds) divided
hundred and seventy Egyptian pounds) divided into 2,999,056,287 (two billion, into 3,019,501,000 shares (three billion, nineteen million, five hundred and
nine hundred and ninety-nine million, fifty-six thousand, and two hundred and one thousand shares) at a nominal value of ten Egyptian Pounds per share and
eighty-seven) shares at a nominal value of ten Egyptian Pounds. they are all nominal and cash common shares.
Article 8 With due consideration to the provisions of Law No. 95 of 1992 and its With due consideration to the provisions of Law No. 95 of 1992 and its
executive regulations, the Extraordinary General Assembly is empowered to executive regulations, based on the Board of Directors' recommendation, the
approve increasing the authorized and issued capital. The Board of Directors Extraordinary General Assembly is empowered to approve increasing the
is authorized to approve increasing issued capital within the limits of the authorized capital, and the Ordinary General Assembly is empowered to approve
authorized capital. In both cases, the decision should specify the number of the increase of the issued capital without exceeding the authorized capital,
increased stocks and their nominal value. and the General Assembly could delegate the Board of Directors to pursue the
capital increase procedures. And the decision reflects the amount of increase
In all cases, the decision of increasing the issued capital shall not come and the issuing price of the new shares.
into effect until it is fully paid or unless otherwise approved by the
Extraordinary General Assembly provided that the subscribers have paid at
least the stipulated due portion of the present issued capital prior to the
increase thereof and that they abide to the payment schedule stipulated for In all cases, the decision of increasing the issued capital shall not come
settling the remaining amount. into effect until it is fully paid or unless otherwise approved by the
Extraordinary General Assembly provided that the subscribers have paid at
least the stipulated due portion of the present issued capital prior to the
increase thereof and that they abide to the payment schedule stipulated for
The increase of the issued capital should be fulfilled within three years from settling the remaining amount.
the resolution date or within the permissible duration allowed for settling
the value of the present issued capital; whichever is longer. Otherwise, the
capital increase resolution shall become null and invalid.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 17 Dividends due on stocks shall be paid to the last owner whose name is Dividends due on stocks shall be paid to the last owner whose name is
registered by the custodian where the Bank's stocks are registered. Said registered at The Central Clearing, Depository and Registry Company where the
shareholder shall have the sole right to receive all dividends due on the Bank's stocks are registered. Said shareholder shall have the sole right to
stocks, whether cash, free stocks, or share of the Bank's assets at receive all dividends due on the stocks, whether cash, free stocks, or share
liquidation. of the Bank's assets at liquidation.
The Bank shall be managed by a Board of Directors composed of a minimum of
five members and a maximum of eleven members to be appointed by the General
Article 20 The Bank shall be managed by a Board of Directors composed of a minimum of Assembly, after adhering to the procedures stipulated by the Central Bank of
five members and a maximum of eleven members to be appointed by the General Egypt and Banking Sector Law No. 194 for the year 2020, and the pursuant
Assembly, after adhering to the procedures stipulated by the Central Bank of amendments to the regulations, regulatory instructions, and decisions issued
Egypt Law No. 88 for the year 2003, its amendments and Executive Regulations. by the Central Bank of Egypt, as well as compliance with the decisions and
instructions of the Financial Regulatory Authority.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 22 The Board of Directors shall be entitled to add new members to the Board The Board shall be entitled to appoint -in case an original member of the
whenever it should deem that necessary provided that the number of the added Board has no replacement- members to fill vacancies which may occur during the
members does not exceed half the number of members in office at the time of year. Appointed members shall immediately begin work until the next General
the convening of the last General Assembly, and that the members of the Board Assembly concurs their appointment or decides to appoint others.
of Directors shall not exceed eleven members.
The term of the new member shall be complimentary to that of his predecessor.
The Board of Directors shall also be entitled to appoint members to fill
vacancies which may occur during the year. The Board shall be obliged to Whoever replaces a representative of a juristic entity of the directors of the
make such appointment if the number of its members falls below five. board is appointed based on the nomination of that juristic entity provided
that the nomination is made within one month from the date that position
became vacant.
In the event that the position of more than one third of the members of the
Board of Directors becomes vacant, the remaining members of the Board shall
call the Ordinary General Assembly to convene immediately to elect their
replacements, provided that the date of the Ordinary General Assembly does not
exceed thirty days.
The Board of Directors may include members with special expertise, without
prejudice to Law No. 194/2020, the controls, regulatory instructions, and
decisions issued by the Central Bank of Egypt and Best Governance practices.
Article 23 The Board of Directors shall appoint from among its members a chairperson. The The Board of Directors shall appoint from among its members a chairperson and
Board may also appoint a deputy or deputies to the chairperson. The most may appoint a deputy to the chairperson to substitute him/her during his/her
senior of the deputies shall replace the chairperson in his/her absence. In absence. In case of the absence of the Chairperson and his/her deputy is
case of the absence of the chairperson and his/her deputies, the Board shall absent, the Board shall appoint one of its members who shall temporarily
appoint one of its members who shall temporarily carry out the duties of the carry out the duties of the Chairperson.
Chairperson.
The Board of Directors shall determine the remunerations of the Chairperson
and Deputy Chairperson to be submitted to the General Assembly for approval.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 24 The Board of Directors may appoint from among its members one or more managing The Board of Directors may appoint Managing Director / Chief Executive
director(s) whose individual responsibilities shall be determined by the Officerwhose responsibilities shall be determined by the Board. The Board
Board. The Board shall, from among its non-executive members, form an shall determine the remuneration, salary, allowances and other benefits.
Internal Audit Committee and shall also form an Executive Committee from among
its executive members and the Bank employees. The Board will determine the
duties and responsibilities of the two committees in accordance with Law No.
88 for the year 2003 and its Executive Regulations. The Board may delegate one The Board of Directors forms the board committees in accordance to the Central
of its members or a committee from among its members to undertake one or more Bank and Banking Sector Law No. 194/2020, the controls, regulatory
specific tasks. instructions, and decisions issued by the Central Bank of Egypt.
The board may form any other committees according to its point of view.
The Board may delegate one of its members or Board's committees to undertake
one or more specific tasks.
The Board shall determine the remunerations of the Managing Directors and the
president and members of the committees formed by the Board.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 25 The Board shall hold its meetings at the Bank's Headquarters or at any of its The Board shall hold its meetings at the Bank's Headquarters or at any of its
branches upon an extended invitation by the Chairperson or upon the request of branches upon an extended invitation by the Chairperson or the Chief Executive
one-third of its members. The Board shall meet at least four times annually Officer, or upon the request of the majority of its members in case the
and it is not permissible that the Board does not convene for four consecutive Chairman position is vacant, or upon a written request by a third of its
months. members, whenever it is in the best interest of the Bank.
The Board shall convene regularly during the financial year taking into
consideration that these meetings should comply with the laws and Governance
The Board may also convene outside the Bank's Headquarters, whether in Egypt instructions issued by the Central Bank of Egypt and the amendments thereof.
or abroad, provided that all members are present or represented at the
meeting. The Board may also convene outside the Bank's Headquarters or its branches in
Egypt provided that all members are present or represented in the meeting, and
the Board may convene only once outside of Egypt during the financial year
provided that all the members or their representatives are present.
Board Members may participate in the board meetings by means of secured audio
or video conferencing. Such participation shall be considered within the
quorum with full voting rights.
The Board of Directors may take decisions via speed circuit if unable to
physically convene. Resolutions via speed circuit should be a unanimous vote
and the resolution be signed by all members. Said resolutions are to be
ratified in the consequent Board meeting and minuted in the Bank's records.
If unable to attend, a director may appoint another director to attend the
board meeting and vote on his/her behalf by proxy to be endorsed by the
Chairperson. In such case, the appointee shall have two votes.
Any appointee shall not act as proxy for more than one director, and by any
means, the appointed votes should not exceed one third of the attending votes,
and this is in accordance to the regulations issued by the Central Bank of
Egypt in this regard.
If unable to attend, a director may appoint another director to attend the
board meeting and vote on his/her behalf by proxy to be endorsed by the
Chairperson. In such case, the appointee shall have two votes.
Any appointee shall not act as proxy for more than one director. The quorum
shall not be considered valid if the appointees exceed one third of the
in-person attendees.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 29
The Chairperson shall represent the Bank before the Courts and vis-à-vis The Bank shall be represented before the courts and vis-à-vis third parties
third parties. by the Managing Director/Chief Executive Officer.
Article 30
The Chairperson, his/her deputies and to the Managing Directors and every The Managing Director/Chief Executive Officer and any other member assigned or
other member delegated by the Board for this purpose has independent signatory delegated by the Board can sign independently on behalf of the Bank.
authority for the Bank.
The Board shall have the right to authorize other managers to sign on behalf
The Chairperson shall have the right to authorize other managers the right to of the Bank jointly or individually.
sign for the Bank jointly or separately.
Article 32
Without prejudice to Article (52), the Board's remuneration shall be Without prejudice to Article (52) of the Bank's Statute, the Ordinary General
determined annually by the General Assembly of Shareholders. Such remuneration Assembly shall determine the remuneration, allowances, and any other benefits
comprises of the attendance fees as well as representation allowance. to be granted to the Non-Executive Directors of the Board.
Article 33
The Board may form from among the bank's employees permanent or temporary The Board may form permanent or temporary committees from among the bank's
committees to cooperate with it in carrying out its tasks. The Board employees to cooperate with it in carrying out its tasks. The Board shall
determines their tasks, functions, method of work and the allowances determine their tasks, functions, method of work and the allowances prescribed
prescribed for its members in accordance with the provisions of the Central for its members in accordance with the provisions of the Central Bank and
Bank, the Banking System and Money Law promulgated by Law No. 88 of 2003 and Banking Sector Law No. 194 of 2020 and its amendments and any regulations and
its Executive Regulations, and Law No. 159 of 1981 issuing the Law on Joint decisions issued from the CBE and Law No. 159 of 1981 promulgating the Law of
Stock Companies and Companies Recommending shares and limited liability Joint Stock Companies, Partnerships and Limited Liability Companies and its
companies and its executive regulations, and Law No. 8 of 1997 issuing the executive regulations.
Investment Guarantees and Incentives Law and its executive regulations.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 39 Every shareholder has the right to attend the General Assembly either in Every shareholder has the right to attend the General Assembly either in
person or by a written proxy issued to any other shareholder other than a person or by a roxy.
director of the Board.
Shareholders may attend the General Assembly via secured virtual means.
Any shareholder non board member cannot delegate any board member to attend
the general assembly on his/her behalf.
For the proxy to be valid, it is required that it is by means of a written
proxy or delegation, and other than an appointee representing a juristic
entity, no shareholder can represent more than 10% of the Bank's issued stocks
and not exceeding 20% of the stocks represented at the assembly. Every ten
Any appointee by means of a proxy, other than an appointee representing a stocks represented at the assembly shall be considered as one vote. The Board
juristic entity, cannot represent more than 10% of the Bank's issued stocks must be represented in the General Assembly by not less than the number that
and not exceeding 20% of the stocks represented at the assembly. Every ten constitutes a quorum of the board, and that is in other cases that the number
stocks represented at the assembly shall be considered as one vote. of Board members is less than that. All directors should be present at the
General Assembly, unless an admissible excuse has been presented. In all
cases, the board must be Nevertheless, the Assembly shall be considered valid
if attended by at least five directors, including the chairperson or his/her
All directors should be present at the General Assembly, unless an admissible deputy or the Managing Director/Chief Executive Officer or his/her delegated
excuse has been presented. In all cases, the board must be represented in director, and provided that the assembly has satisfied all other required
the General Assembly by not less than the number that constitutes a quorum of legal logistics as stipulated in the prevailing Law No. 159 of year 1981 on
the board. Nevertheless, the Assembly shall be considered valid if attended Joint Stock Companies, Limited By Shares Companies, Limited Liability
by at least five directors, including the chairperson or his/her delegated Companies and One Person Companies, its amendments and Executive Regulation.
director, and provided that the assembly has satisfied all other required
legal logistics as stipulated in the prevailing law and its executive
regulations.
Cont. resolution
(1)
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Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 40 Shareholders wishing to attend the General Shareholders Assembly shall be Shareholders wishing to attend the General Assembly are required to present an
required to present an account statement from the custody in which the Bank's account statement from the Central Clearing, Depository and Registry Company
stocks are deposited, indicating ownership and blockage of the stocks at least where the Bank's stocks are deposited, indicating ownership and blockage of
3 days before the date of the Assembly. the stocks at least 3 days before the date of the Assembly.
No Transfer of stock ownership is permissible during the period between the No Transfer of stock ownership is permissible during the period between the
date of the publication of the invitation to attend the Assembly and its date of the publication of the invitation to attend the Assembly and its
closing. closing.
Article 42 The Ordinary General Assembly shall be invited by the Chairperson to convene The Ordinary General Assembly shall be invited by the Chairperson to convene
annually within the three months following the end of the financial year of annually within the three months following the end of the financial year of
the Bank, at the place, day and time specified in the General Assembly the Bank, at the place, day and time specified in the General Assembly
invitation. The Board of Directors may call the General Assembly to convene invitation. The Board of Directors may call the General Assembly to convene
whenever it deems necessary. whenever it deems necessary.
The Board shall call the Ordinary General Assembly to convene whenever
requested to do so by either of the auditors or by a number of shareholders
representing at least 5% of the Bank's capital, provided that they specify the
purpose of their request and that they present a statement of the stocks they
own from the custodian in which the Bank's stocks are deposited. Such stocks The Board shall call the Ordinary General Assembly to convene whenever
may not be withdrawn except after the closing of the General Assembly. requested to do so by the auditor or by a number of shareholders representing
at least 5% of the Bank's capital, provided that they specify the purpose of
Either the auditor, or the concerned administrative authority may call the their request and that they present a statement of their stocks ownership
General Assembly if the Board of Directors fails to extend the invitation in issued by the Central Clearing, Depository and Registry Company where the
spite of the necessity to do so, and that a month has elapsed since the Bank's stocks are deposited. Such stocks may not be withdrawn except after the
incident occurred or from the date the invitation ought to have been extended. closing of the General Assembly.
Either the auditor, or the concerned administrative authority may call the
General Assembly if the Board of Directors fails to extend the invitation in
spite of the necessity to do so, and that a month has elapsed since the
incident occurred or from the date the invitation ought to have been extended.
Cont. resolution
(1)
Page 15/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
The concerned administrative authority may also call the General Assembly if The concerned administrative authority may also call the General Assembly if
the number of Board of Directors falls below the minimum required for its the number of Board of Directors falls below the minimum required for its
Cont. Article 42 validity or if the number of Board Members required for fulfilling the quorum validity or if the number of Board Members required for fulfilling the quorum
abstain from attending the Assembly. In all events, the Bank shall bear abstain from attending the Assembly. In all events, the Bank shall bear all
all expenses for the invitation. expenses for the invitation.
Article 43
The Board of Directors shall present on its own responsibility to the Central The Board of Directors shall present on its own responsibility to the Central
Bank of Egypt, the Capital Market Authority and the General Authority for Bank of Egypt, the Financial Regulatory Authority and the General Authority
Investment all amendments introduced to the statutes of the Bank, the for Investment and Free Zones all amendments introduced to the statutes of the
percentage of participation in capital immediately as they occur, semi-annual Bank, the percentage of participation in capital immediately as they occur,
reports on the activities of the Bank and the results of its work within a quarterly reports on the activities of the Bank and the results of its work
month following such period. Such report shall consist of the financial within 45 days following such period. Such report shall consist of the
statements and the result of the activities approved by an auditor in financial statements and the result of the activities along with the auditors'
accordance with the standard forms outlined in the Executive regulations of report in accordance with the standard forms outlined in the Executive
the Capital Market Law. regulations of the Capital Market Law.
The Bank shall publish a sufficient summary of the semiannual reports and the The Bank should publish a sufficient summary of its quarterly and annual
annual financial statements in two daily widely spread newspapers one of which financial statements reports in two daily newspapers, one of them at least in
shall be in Arabic. Arabic, within a maximum of two months following the end of the fiscal year,
and on the Bank's website and the Egyptian Exchange website.
The reports on the Activities of the Bank, the result of its work, the
The reports on the Activities of the Bank, the result of its work, the financial statements and the auditing shall be prepared in accordance with the
financial statements and the auditing shall be prepared in accordance with the provisions of the Laws and Regulations in force and the International
provisions of the Laws and Regulations in force and the International Accounting and Auditing Standards.
Accounting and Auditing Standards.
Cont. resolution
(1)
Page 16/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
The invitation to the General Assembly meeting should be published twice in The invitation to the General Assembly meeting should be published twice in
two newspapers, one of them at least in Arabic. The second announcement is two newspapers, one of them at least in Arabic, and on the Bank's website and
Article 44 to be published at least five days following the first announcement and prior the Egyptian Exchange website. The second announcement is to be published at
the date of the assembly by at least fifteen days. least five days following the first announcement.
The invitation to the General Assembly meeting should be published prior to
the date of the assembly's first meeting by at least twenty-one days and
before the date of the Assembly second meeting by seven days in case the
quorum was not attained.
A copy of the invitation is to be sent to the General Authority for Investment
and Free Zones, the External Auditors and the Financial Regulatory Authority,
and the Bondholder Group Representative (if any) on the same day of the
published announcement.
A copy of the invitation and Agenda and a copy of each and every activity
report presented to the shareholders, are to be sent to the Central Bank of
Egypt at least 30 days' prior the assembly date. The General Assembly is not
to convene prior to receiving the comments of the Central Bank of Egypt on the
The invitation is to be mailed to the shareholders at their addresses presented financial statement reports.
registered at the Bank. Same time, a copy of the invitation is to be sent to
the General Authority for Investment and Free Zones, the Capital Market
Authority, and the Bondholder Group same day of the published
announcement. The Bank's External Auditors are to be invited via
registered mail.
Cont. resolution
(1)
Page 17/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 46 bis With due regard to the provisions related to the General Assembly the With due regard to the provisions related to the General Assembly the
following provisions shall apply to the Extraordinary General Assembly: following provisions shall apply to the Extraordinary General Assembly:
(a)The Extraordinary General Assembly shall meet upon an invitation by the (a) The Extraordinary General Assembly shall meet upon an
Board of Directors. invitation by the Board of Directors.
The Board of Directors shall be bound to call for such an Assembly at the The Board of Directors shall be bound to call for such an Assembly at the
request of shareholders representing at least 10% of the stock capital for a request of shareholders representing at least 10% of the stock capital for a
serious cause and provided such shareholders present a statement of the stocks serious cause and provided such shareholders present a statement of the stocks
they own from the custodian where the stocks are deposited with the provision they own from the Central Clearing, Depository and Registry Company where the
that such stocks may not be withdrawn until the closing of the said assembly. stocks are deposited with the provision that such stocks may not be withdrawn
until the closing of the said assembly.
If the Board does not call for the Assembly within one month from the date of
filing the application by the shareholders, they may request the respective If the Board does not call for the Assembly within one month from the date of
regulatory body to call for such a assembly to convene. filing the application by the shareholders, they may request the respective
regulatory body to call for such an assembly to convene.
(b) The Extraordinary General Assembly shall not be valid unless it is
attended by shareholders representing 50% of the capital. If such quorum is (b) The Extraordinary General Assembly shall not be valid unless it is
not attained in the first assembly, a second meeting should be called to attended by shareholders representing at least 50% of the capital.
convene within thirty days from the date of the first assembly. The second
assembly shall be valid if attended by shareholders representing at least 25% If such quorum is not attained in the first assembly, a second meeting should
of the Bank's capital. be called to convene within a period not to exceed thirty days from the date
of the first assembly. The second assembly shall be valid if attended by
shareholders representing at least 25% of the capital.
(c) Resolutions of the Extraordinary General Assembly shall be (c) Resolutions of the Extraordinary General Assembly shall be passed by a
passed by a majority of two-thirds of the stocks represented in the Assembly majority of two-thirds of the stocks represented in the Assembly. If the
unless the resolutions concern the increase or decrease of the authorized resolutions concern increasing the authorized capital or decreasing the issued
capital, liquefying the Bank's activities prior its tenor, amending the capital or liquidating the Bank prior its tenor or amending its purpose or
original objectives, or merger of the Bank, in which case a majority of 75% of merging or splitting the Bank, a majority of three-quarters of the stocks
the stocks represented in the Assembly shall be required for such resolution represented in the Assembly shall be required for the resolution to be valid.
to be valid.
Cont. resolution
(1)
Page 18/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 47 bis The names of the shareholders who attend the General Assembly shall be The names of the shareholders who attend the General Assembly shall be
recorded in a special register indicating whether in person or via proxy. recorded in a special register indicating whether in person or via proxy.
The register shall be signed by the auditors and the assigned vote collectors The register shall be signed by the auditors and the assigned vote collectors
prior the commencement of the assembly. prior the commencement of the assembly.
Any attending shareholder has the right to discuss matters presented on the Any attending shareholder has the right to discuss matters presented on the
assembly agenda and address questions to the Directors of the Board and the assembly agenda and address questions to the Directors of the Board and the
Auditors in this respect. These questions are to be submitted in writing at Auditors in this respect. These questions are to be submitted in writing at
the Bank's Headquarters either via registered mail or delivered in person and the Bank's Headquarters either via registered mail or delivered in person
should reach the Bank at least three days prior the Assembly date. against a receipt, or sent via secured virtual means, and should reach the
Bank at least three days prior the Assembly date.
The Board of Directors are to respond to the questions presented by the
shareholders in a manner that does not impair the interests of either the Bank The Board of Directors are to respond to the questions presented by the
or the public. If the response is considered insufficient, the shareholder shareholders in a manner that does not impair the interests of either the Bank
may refer to the General Assembly to decide on the matter and such resolution or the public. If the response is considered insufficient, the shareholder
shall be binding and enforceable. may refer to the General Assembly to decide on the matter and such resolution
shall be binding and enforceable.
Voting in the General Assembly shall be conducted in the manner determined by
Voting in the General Assembly shall be conducted in the manner determined by the Assembly Chairperson and approved by the assembly, and secured virtual
the Assembly Chairperson. Secret ballot is to be used for the resolutions means may be used to avail the agenda of the Ordinary or Extraordinary
relating to the election of directors, their dismissal or instituting a civil Assemblies and voting on remotely. Secret ballot is to be used for the
liability against them, or upon the request of the Chairperson or at least resolutions relating to the election of directors, their dismissal or
one-tenth of the attending shareholders. instituting a civil liability against them, or upon the request of the
Chairperson or at least one-tenth of the attending shareholders.
Directors are to refrain from voting on the resolution relating to their
appointment, their remuneration or discharging their liability.
Directors are to refrain from voting on the resolution relating to their
appointment, their remuneration or discharging their liability.
Cont. resolution
(1)
Page 19/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 48 The minutes of the General Assembly shall be recorded in writing and shall The minutes of the General Assembly shall be recorded in writing and shall
include reference to attendance, the satisfaction of the quorum, the include reference to attendance, the satisfaction of the quorum, the
attendance of representatives of the concerned administrative authorities and attendance of representatives of the concerned administrative authorities and
the representative of the bondholders group, if any. The minutes shall the representative of the bondholders group, if any. The minutes shall
also include comprehensive summary of all the discussions and the events which also include comprehensive summary of all the discussions and the events which
took place during the General Assembly, the resolutions passed, the votes cast took place during the General Assembly, the resolutions passed, the votes cast
in favor of or against such resolutions and any other matter which the in favor of or against such resolutions and any other matter which the
shareholders request to include in the minutes. shareholders request to include in the minutes.
The minutes and the register shall be signed by the Chairperson and the The minutes and the register shall be signed by the Chairperson and the
Secretary. The minutes of the General Assembly shall be regularly and Secretary. The minutes of the General Assembly shall be regularly and
promptly entered after each Assembly into a special register, to be signed by promptly entered after each Assembly into a special register, to be signed by
the Chairperson and the Secretary. the Chairperson and the Secretary.
A copy of the minutes of the General Assembly shall be sent to the Central
Bank of Egypt, the General Authority for Investment, the Capital Market
Authority and any of the representatives of the bondholders, within a maximum
of one month from the date of the Assembly.
A copy of the minutes of the General Assembly shall be sent to the Central
Bank of Egypt, the General Authority for Investment and Free Zones, the
Financial Regulatory Authority and any of the representatives of the
bondholders, (if any) within a maximum of one month from the date of the
Assembly.
Cont. resolution
(1)
Page 20/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 48 bis Without prejudice to the right of bona fide third parties, any resolution Without prejudice to the right of bona fide third parties, any resolution
passed by the General Assembly in violation of the provisions of law or these passed by the General Assembly in violation of the provisions of law or these
Statutes shall be null and void. Statutes shall be null and void.
Any resolution passed in favor of a specific category or shareholders or for Any resolution passed in favor of a specific category or shareholders or for
the purpose of causing damage to such shareholders or to promote the payer the purpose of causing damage to such shareholders or to promote the payer
interests of the members of the Board of Directors or others, without due interests of the members of the Board of Directors or others, without due
regard to the best interest of the Bank, may be nullified. regard to the best interest of the Bank, may be nullified.
Any request for nullity is such case may only be filed by shareholders who
opposed the relevant resolution as evidenced by the minutes of the Assembly or
those who were absent for an acceptable cause. The competent administrative Any request for nullity is such case may only be filed by shareholders who
authority may request nullity on their behalf, provided their request is based opposed the relevant resolution as evidenced by the minutes of the Assembly or
on serious cause. those who were absent for an acceptable cause. The competent administrative
authority may request nullity on their behalf, provided their request is based
In case judgment for nullity is passed, the relevant resolution shall be null on serious cause.
and void as far as the shareholders are concerned. The Board of Directors
shall publish the summary of said judgment in one of the daily newspapers and
in the Company's bulletin.
In case judgment for nullity is passed, the relevant resolution shall be null
and void as far as the shareholders are concerned. The Board of Directors
shall publish the summary of said judgment in one of the daily newspapers and
in the Investment's Bulletin.
Article 49 Without Prejudice to the provisions of Law 88 for 2003 and its Executive Regulations and provisions of Law 159 for 1981 and its Executive Regulations, the Bank shall have two auditors who qualify as auditors and satisfy the requirements referred to in the law governing the accounting and auditing profession.
Without Prejudice to the provisions of Law 194 for 2020 and its amendments, controls and regulatory instructions issued by the Central Bank of Egypt and provisions of
Law 159 for 1981 and its Executive Regulations and its amendments, and the provisions of Capital Market Law No. 95 for 1992, the Bank shall have two auditors who qualify
as auditors and satisfy the requirements referred to in the law governing the accounting and auditing profession.
Cont. resolution
(1)
Page 21/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
The auditor shall be appointed by the General Assembly which shall also The auditors shall be appointed by the General Assembly which shall also
determine his remuneration. determine their remuneration.
Cont. Article 49
The two Auditors shall be responsible for the accuracy of the statements
contained in their report in their capacity as agents for all the
The Auditor shall be responsible for the accuracy of the statements contained shareholders. Any shareholder may, during the General Assembly, question the
in his report in his capacity as agent for all the shareholders. Any Auditor's report and request clarification of its contents.
shareholder may, during the General Assembly, question the Auditor's report
and request clarification of its contents.
Article 51 Without Prejudice to the provisions of law 88 for 2003 and its Executive Without Prejudice to the provisions of Law 194 for 2020 and its amendments,
Regulations and Article 6 of Law No. 95 of 1992 and Article 58 of its controls and regulatory instructions issued by the Central Bank of Egypt, and
Executive Regulations, the Board of Directors shall prepare for each financial Article 6 of Law No. 95 of 1992 and Article 58 of its Executive Regulations,
year by a date that allows the convocation of the General Assembly within a the Board of Directors shall prepare for each financial year by a date that
maximum of three months after the end of the financial year, the balance sheet allows the convocation of the General Assembly within a maximum of three
and a statement of profit and loss of the Bank and other financial statements. months after the end of the financial year, the balance sheet and a statement
of profit and loss of the Bank and other financial statements.
The Board shall publish the balance sheet and the profits and loss statements
and a full report of the Auditors twenty days before the date of the General
Assembly. A copy of the published documents shall be sent to the Central
Bank of Egypt, the General Authority for Investment, the Capital Market The Board shall publish the Financial Statements and an adequate extract of
Authority and the representative of the bondholders twenty-one days before the its report and of the Auditor report within two months from the end of
General Assembly. financial year. A copy of the published documents shall be sent to the
Central Bank of Egypt, the General Authority for Investment and Free Zones,
the Financial Regulatory Authority and the representative of the bondholders
(if any) before at least 30 days of the assembly date.
Cont. resolution
(1)
Page 22/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 52 The net profits of the bank shall be distributed annually after deducting all The net profits of the bank shall be distributed annually after deducting all
general expenses and other costs as follows: general expenses and other costs as follows:
(a) An amount equal to at least 5% of the profits shall be deducted to form
the Legal reserves. This deduction shall cease when the reserve reaches 50%
of the paid up capital. In the event that the Bank's reserve falls below the (a) An amount equal to at least 5% of the profits shall be
above figure, deduction shall be resumed. deducted to form the Legal reserves. This deduction shall cease by a General
Assembly decision based on the auditors report when the reserve reaches 50% of
(b) Then dividends of 5% of the paid in capital shall be paid to the the paid up capital. In the event that the Bank's reserve falls below the
shareholders. However if the profits of any one year are not sufficient for above figure, deduction shall be resumed.
the distribution of such dividends, it may not be claimed from the profits of
subsequent years.
(c)A percentage of at least 10% of the profits and not exceeding the total (b)Then a net dividend of 5% of the paid in capital shall be paid to the
annual employees' salaries shall then be allocated for distribution among the shareholders. However, if the profits of any one year are not sufficient for
employees of the Bank, according to the rules set by the Board of Directors the distribution of such dividends, it may not be claimed from the profits of
and approved by the General Assembly. subsequent years.
(d) A maximum amount not exceeding 5% of the profits shall then be allocated (c)A percentage of at least 10% of the profits available for distribution and
for remuneration of the Chairperson and the members of the Board of Directors. not exceeding the total annual employees' salaries shall then be allocated for
distribution among the employees of the Bank, according to the rules set by
the Board of Directors and approved by the General Assembly.
(e)The remaining profits shall then be distributed among the shareholders as
additional dividends, carried forward, upon the recommendation of the Board of
Directors, to the following year or allocated to the formation of funds for (d)A maximum amount not exceeding 5% of the profits shall then be allocated
extraordinary reserves or extraordinary deprecations. for remuneration of the Chairperson and the members of the Board of Directors.
(e)The remaining profits shall then be distributed among the shareholders as
additional dividends, carried forward, upon the recommendation of the Board of
Directors, to the following year or allocated to the formation of regular
reserve or other reserves.
Cont. resolution
(1)
Page 23/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 55 Any resolution adopted by the General Assembly shall in no way entail the Any resolution adopted by the General Assembly shall in no way entail the
extinguishing of claims of civil liability against any member of the Board of extinguishing of claims of civil liability against any member of the Board of
Directors by reason of faults committed by them in the performance of their Directors by reason of faults committed by them in the performance of their
functions. Should the act entailing liability have been submitted to the functions. Should the act entailing liability have been submitted to the
General Assembly by a report of the Board of Directors or any of the Auditors General Assembly by a report of the Board of Directors or any of the Auditors
then such claim shall lapse at the end of a period of one year from the date then such claim shall lapse at the end of a period of one year from the date
of the decision of the General Assembly approving the Board of Director's of the decision of the General Assembly approving the Board of Director's
report. report.
However, should the act attributed to the member of the Board constitute a
felony or misdemeanor, the claim shall not dismissed until the discharge of
the criminal case. However, should the act attributed to the member of the Board constitute a
felony or misdemeanor, the claim shall not dismissed until the discharge of
the criminal case.
Article 55 bis Without prejudice to the shareholders' legal rights, litigations which affects Without prejudice to the shareholders' legal rights and to Article 42 (bis)
the public and joint interest of the Company against the Board of Directors or paragraph (g) of the Bank's Statutes, litigations which affects the public and
against any one or more of its members may only be instituted in the name of joint interest of the Company against the Board of Directors or against any
all shareholders, by virtue of a resolution of the General Assembly. one or more of its members may only be instituted in the name of all
shareholders, by virtue of a resolution of the General Assembly.
Any shareholder wishes to institute such a litigation should notify the Board
Any shareholder wishes to institute such a litigation should notify the Board of Directors at least one month before the date of the Bank's upcoming General
of Directors at least one month before the date of the Bank's upcoming General Assembly and the Board shall be bound to include such proposal in the agenda
Assembly and the Board shall be bound to include such proposal in the agenda of the General Assembly.
of the General Assembly.
Without Prejudice to Articles 51 to 61 of Law No. 95 of 1992, litigations
arising from administrative decisions issued in accordance with said law and
its Executive Regulations shall be settled before the Committee formed in
accordance with Article 50 of the Law and the proceedings outlined in its
Executive Regulations.
Cont. resolution
(1)
Page 24/24
Extraordinary General Assembly
Amending some Articles of the Bank's Bylaws
Article No. Before Amendment After Amendment
Article 57 At the end of the Bank's term or in case of its liquidation earlier, the At the end of the Bank's term or in case of its liquidation earlier, the
General Assembly, based on the Board's request, shall set out the liquidation Extraordinary General Assembly, based on the Board's request, shall set out
method and shall appoint one or more liquidator and determine their the liquidation method and shall appoint one or more liquidator and determine
authorities. their authorities.
Article 58 Where no special provision is contained in this Statute, this statute shall be Where no special provision is contained in this Statute, this statute shall be
subject to the provisions of Law 159 for 1981, Law No. 230 for 1989, and Law subject to the provisions of Law 159 for 1981, Law No. 95 for 1992, and Law 72
95 for 1992 and their executive regulations. of 2017 and its executive regulations and its amendments, and Law 194 of 2020
and its amendments, controls, regulatory instructions issued by the Central
Bank of Egypt and its amendments where there are no special provision in this
regulation.
Extraordinary General
Assembly
Page 1/2
Item (2)
Issuance of Financial Instruments
In light of Article (19) of the Bank's statute, and the Board of Directors'
approval dated February 12, 2023, the approval of the Extraordinary General
Assembly is sought to delegate the Board of Directors to issue financial
instruments (senior or subordinated bonds or subordiذnated Debt) to finance
various business activities. All subordinated instruments can be included at
the Bank Capital and/or Tier II recognition. The financial instruments could
be tradable, and also could be subordinated (the bondholder or lender has to
waive his repayment priority right) according to the discretion of the Board
of Directors in accordance to the CBE regulations. The Extraordinary General
Assembly will also be requested to delegate the Board of Directors in
determining the date and all terms of issuance and in amending any term as
requested by the governing authorities or as viewed necessary by the Board in
light of the market perceived conditions and in compliance with the prevailing
laws. The Board of Directors is also to be delegated in fulfilling all
issuance procedures during the three years following the General Assembly's
approval in accordance with the Companies Law No.159 for the year 1981 and
Capital Market Law No. 95 for the year 1992 and their executive regulations.
Following is the issuance structure:
1) Value of senior or subordinated Bonds and/or Subordinated Debt to be
issued:
A maximum of USD 1 Billion or its equivalent in Local/ Foreign Currency to be
issued in one or more tranches through a public offering or a private
placement either through local or international markets.
2) Purpose of Issuance:
To strengthen the bank's capital base, to accommodate any future expansion and
/or investments and/ or investments in Risk-Weighted Assets.
3) Par Value per senior or subordinated bond:
The Board of Directors will determine the par value per bond for each issuance
locally and internationally.
4) Issuance fees and commission:
The Board of Directors will set the fees and commissions for each bond or loan
issued in Egyptian Pounds or foreign currency in accordance with the
prevailing market conditions.
5) Bond Denomination:
The bonds may be in denominations of one bond, ten bonds, one hundred bonds
and one thousand bonds.
Cont. resolution
(2)
Page 2/2
Extraordinary General
Assembly
Issuance of Financial Instruments
6) Bonds and/or subordinated debt Tenor:
The bonds will be issued for any tenor of not less than three years, whereas
for the subordinated bonds and subordinated loans, the tenor will be no less
than five years and the final maturity shall be determined by the Board of
Directors in each issuance provided that the bonds or subordinated debt will
be fully amortized by the end of the issuance tenor.
7) Rate of Return for senior or subordinated Bonds and/or subordinated
debt:
A fixed or floating rate of return will be determined by the Board of
Directors for each issuance.
8) Coupon Tenor or Interest payment dates:
To be determined by the Board of Directors for each issuance and each
subordinated debt.
9) Minimum Subscription Amount:
To be determined by the Board of Directors for each issuance.
10) Bonds or subordinated debt Offering:
Senior or subordinated Bonds or subordinated debt are to be offered in local
and/or international markets and in one or more public offering or private
placement as determined by the Board of Directors for each issuance.
11) Other Terms for Bonds and/or subordinated debt:
Delegate the Board of Directors in fulfilling all necessary steps and
procedures in relation to senior or subordinated bonds or subordinated debt
issuance, dates and methods of issuance, currency for each tranche, returns,
related fees and commissions, determining fees and commissions to be paid to
foreign banks involved in the issuance in accordance to the international
standards, determining any other terms for the issuance of the senior or
subordinated bonds or subordinated debt, whether over one or more tranches and
in amending any term as necessary provided that it is in compliance with the
prevailing laws and delegating the CEO and Managing Director or whomever he
delegates in handling all administrative affairs and fulfilling all necessary
procedures related to the issuance of the referred to financial instruments.
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. END MSCNKKBPABKDONBRecent news on Commercial International Bank Egypt CIB
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