Last checked at 31 Mar 2021 17:28
Ordinary General Assembly
30 March 2021
Resolutions Summary
Item One
A. Board of Directors Report for FY 2020
The General Assembly discussed and approved the presented Board of Directors Report for the Financial Year ended 31/12/2020.
B. Corporate Governance Reports For FY 2020
The General Assembly discussed and approved the presented Corporate Governance Report and approved the External Auditors' report for the listed companies at the Egyptian Exchange.
C. 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 declined accepting the request of the shareholder who owns 1725 shares (which represent 0.00012% of the Bank's Capital Increase) for raising disputes affecting the public interest of the bank in the name of all the shareholders.
Item Two
External Auditors Report on the Financial Statements for FY 2020
The General Assembly was advised with the External Auditors' Report on CIB Standalone and Consolidated Financial Statements for the year ended 31/12/2020 and approved the report.
Item Three
Standalone and Consolidated Financial Statements for FY 2020
The General Assembly approved the standalone and consolidated Financial Statements for the year ended 31/12/2020.
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Item Four
Proposed Appropriation Account
For the Financial Year Ending 31 December 2020
The General Assembly approved the proposed Appropriation Account for the year 2020 and delegated the Board of Directors to approve the guidelines for profit distribution to the Bank's employees. The General Assembly also approved the increase of the issued capital by (12,271,570), which represents the shares of the twelfth year of the Employees Stock Ownership plan for the bank's employees and managers through the "promise to sell" program approved by the Financial Regulatory Authority. The General Assembly also approved issuing one billion free dividends shares to shareholders, through Capitalization of 10bn Egyptian Pounds from the general reserves. The procedures for the two aforementioned increases are to be implemented after obtaining the approval of the regulatory authorities. The General Assembly delegated the Board of Directors to take all necessary measures related to the implementation of the two mentioned increases and has the right to delegate others in doing so, taking into consideration the Listing and Delisting rules and the implementation procedures issued by the Financial Regulatory Authority and the Egyptian Eexchange. The Assembly also agreed to delegate the Board of Directors to amend Articles "Six and Seven" of the Bank's Statute to reflect the two aforementioned increases in the issued and paid-in capital, subject to the approval of the Central Bank of Egypt. The General Assembly delegated Mr. Mohy El-Din Al-Tohamy Ibrahim, Chief Legal Officer, to sign amendment agreements of the Bank Statute at the respective Notary Office.
Item Five
Changes in the Composition of the Board of Directors
Since the Previous General Assembly
The Assembly approved the changes of the Board of Directors' Composition effected since the General Assembly held in March 15, 2020 till the date of this General Assembly. Accordingly, the Board composition as of date is as follows:
- Mr. Sherif Samir Mahmoud Samy, Non-Executive Chairman
- Mr. Hussein Mohamed Maged Hussein Abaza, Chief Executive Officer and Board Member
- Dr. Amani Mohamed Naguib Abou-Zeid, Non-Executive Director
- Mrs. Magda Raafat Guendy Habib, Non-Executive Director
- Mr. Paresh Dattatraya Sukthankar, Non-Executive Director
- Mr. Rajeev Krishan Lal Kakar, Non-Executive Director
- Mr. Jay-Michael Baslow, Non-Executive Director
- Mr. Tarek Abdel Hamid Rouchdy, Non-Executive Director
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Item Six
Discharging the Board of Directors For the Year 2020
The General Assembly approved discharging the Board of Directors from their obligations and responsibilities for the Financial Year ending December 31, 2020.
Item Seven
Annual Remuneration of the Non-Executive Directors
for the FY 2021
The General Assembly approved remuneration for the Non-executive Board Members for the FY 2021 to be as follows:
· Board membership of EGP 75k net per annum.
· Committee membership of EGP 60K net for each member and EGP 72K net for the committee chair per annum.
· Non-executive Chairman's remuneration of EGP 40,000 net per month.
Item Eight
Appointment of the External Auditors for the FY 2021
And Determining 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 2021. The General Assembly approved the auditing fees of EGP 2,870,000 (net of tax) 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 Nine
Authorization to the Board of Directors to approve Donations in 2021
The General Assembly approved authorizing the Board of Directors to donate over EGP 1000 per recipient during the year 2021 and approved the donated amounted during the financial year 2020.
Item Ten
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.
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http://www.rns-pdf.londonstockexchange.com/rns/1975U_1-2021-3-31.pdf
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