Last checked at 28 Mar 2022 07:00
Ordinary General Assembly
27 March 2022
Resolutions Summary
Item (1-1)
Board of Directors Report for the FY Ended 31/12/2021
The General Assembly approved the presented Board of Directors Report for the Financial Year ended 31/12/2021.
Item (1-2)
Governance Report for the FY Ended 31/12/2021
and External Auditors' Reports
The General Assembly approved the presented Corporate Governance Report and approved the External Auditors' Independent Limited Assurance Reports for the presented Governance Report.
Item (1-3)
Shareholders' Questions and Requests
The Chairman presented the questions and requests received from the shareholders, during the legitimate time for submitting requests, and responded to them. The General Assembly approved the Board of Directors' recommendation for not accepting the request of the shareholder who owns currently 2301 shares (which represent 0.00012% of the Bank's Issued Capital) for raising disputes affecting the public interest of the bank in the name of all the shareholders.
Item (2)
External Auditors' Reports for the Separate and Consolidated FY
Ended 31/12/2021
The General Assembly was advised with the External Auditors' Report on CIB Separate and Consolidated Financial Statements for the year ended 31/12/2021 and approved the report.
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Item (3)
Separate and Consolidated Financial Statements
For the FY Ended 31/12/2021
The General Assembly approved the separate and consolidated Financial Statements for the year ended 31/12/2021.
Item (4)
Recommended Appropriation Account
For the FY Ended 31/12/2021
The General Assembly approved the proposed Appropriation Account for the year ended 31/12/2021 and delegated the Board of Directors to approve the guidelines for profit distribution to the Bank's employees.
The shareholders are entitled to cash dividends payout of approximately 1.35 Egyptian Pound per share for a total number of shares of (1,982,513,360) including the ESOP Year 12 vested shares of (12,271,570), the program that was approved by the Financial Regulatory Authority, and in accordance to the authenticated Amendment Contract of Articles (6) and (7) of the Bank's Bylaws as authenticated by the General Authority for Investment on the 17th of March 2022. The ex-dividend date shall be Monday, the 4th of April 2022 and will be disbursed via Misr for Central Clearing, Depository and Registry "MCCDR" on Thursday, the 7th of April 2022, as notified to Egypt Stock Exchange.
Item (5)
Increasing the Issued and Paid-in Capital
to Fulfill the ESOP "Year 13"
The General Assembly approved the increase of the issued and paid in capital by (16,542,927) common shares at nominal value of EGP 10 per share to effect the vesting terms of the "ESOP" Program for "Year 13", the program that was approved by the Extraordinary GA on the 21st of March 2016 and authenticated by the Financial Regulatory Authority in May 2016.
The General Assembly also approved to delegate the Board of Directors to amend Articles (6) and (7) of the Bank's Bylaws to reflect the mentioned increase, subject to the approval of the Central Bank of Egypt. Noting that said increase will be pursued after finalizing the approvals of the relevant authorities on the capital
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increase of one billion shares for EGP 10 billion to be financed by the general reserve and distributed as free dividend shares to the shareholders as approved by the General Assembly in its meeting on the 30th of March 2021.
The General Assembly also approved to delegate the Chief Executive Officer & Managing Director 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 approved to delegate Mr. Mohy El Din El Tohamy Ibrahim, Head of the Bank's Legal Department, to sign the amendment agreements of the Bank's Statutes at the respective Notary Office.
Item (6)
Discharging the Board of Directors from all liabilities
for FY Ended 31/12/2021
The General Assembly approved discharging the Chair and Members of the Board from all liabilities with regard to the Bank's activities during the financial year 2021.
Item (7)
2022 Proposed Remuneration for the Directors of the Board
The General Assembly approved remuneration for the Non-Executive Board Members for the FY 2022 to be as follows:
· Annual board sitting fees to the chair and each Non-Executive Director for the net amount of EGP 125,000.
· Annual committee sitting fees to each Non-Executive Director for the net amount of EGP 110,000 per committee, while the net amount is EGP 122,000 for the committee chair.
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Item (8)
Appointment of the Bank's External Auditors
For the Financial Year 2022
And Approving their Fees
The General Assembly approved the appointment of Mr. Farid Samir Farid, Partner, (Deloitte - Saleh, Barsoum & Abdel Aziz Auditing Firm) and Mr. Tamer Salah El Din Abdel Tawab Roshdy, Partner, "Pricewaterhouse Coopers - Ezzeldeen, Diab & Co. (Public Accountants)" as the Bank's Auditors for the Financial Year 2022. The General Assembly approved the auditing fees of EGP 2,870,000 (net of VAT) for each auditing firm for auditing the Bank's annual and quarterly standalone and consolidated financial statements and issuing related reports in accordance with the regulations of the Central Bank of Egypt and the Financial Regulatory Authority.
Item (9)
Authorization to the Board of Directors
to Approve Donations in 2022
The General Assembly approved authorizing the Board of Directors to donate over EGP 1000 per recipient during the year 2022 and approved the donated amounted during the financial year 2021.
Item (10)
Authorization to the Directors
The Ordinary General Assembly approved authorizing the Directors to assume full time jobs (technical or administrative) in other shareholding companies in conformity with Article "95" of the Companies Law No. 159 of 1981.
http://www.rns-pdf.londonstockexchange.com/rns/1497G_1-2022-3-27.pdf
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