Com.int.bk.regs Regulatory News (CBKD)

27 Jun 2006 08:23

Commercial Intnl Bank (Egypt) SAE27 June 2006 Extraordinary General Assembly Meeting Dated June 26, 2006 Resolution No.1 Employee Stock Ownership Plan (ESOP) for Rewarding & Motivation The Bank's Extraordinary General Assembly has unanimously approved a plan forrewarding and motivating the Bank's employees and directors via ownership ofpart of its stock with a maximum of 5% of the Banks issued and paid-in capitalwith nominal value, over a period of five years, starting 31.12.2006, accordingto the following terms and conditions: 1. The proposed plan applies to employees in effective service as of the plan's implementation date. 2. The achievement of the annual minimum profitability target preset in the previous year's budget approved by the BOD and for each year throughout a 5-year period (the period set for implementing the plan). 3. To increase the shareholders rights according to the increase in profits. 4. The number of shares allocated to each beneficiary should be determined according to the criteria set by the Governance and Compensation Committee and approved by the Board of Directors, most important of which is the beneficiary's performance and contribution to the Bank's bottom line. 5. The beneficiary's performance appraisal should be at least satisfactory. 6. Shares shall be granted at par value. 7. The beneficiary will commit to work for the Bank for at least three years from date of allocation. 8. The employee will benefit from distributed stock profits or dividends to which other shareholders are entitled only equal to the part of the assigned shares that were paid for. 9. Beneficiaries reaching retirement age before completing the employment period required according to the plan will receive a pro- rata of their entitlement according to the remaining years of their employment. 10. In case of death or terminal illness, all share grants immediately vest for the benefit of the employee's heirs (in the former case) or the employee himself (in the latter case) provided that nominal value of the shares has been paid in full. 11. In case the beneficiary terminates employment for any reason other than those mentioned above prior to fulfilling the required conditions especially pertaining to the minimum employment period, he/she is denied the right to any unvested shares as well as the right to any previously allocated shares, unless approved by the Board of Directors. 12. Granted shares will be disbursed annually for each beneficiary, provided that the aforementioned requirements are fully complied with, including the full payment of the par value of allotted shares as well as the lapse of the three-year cliff vesting period. 13. CIB will serve as the Custodian and Trustee in administering the plan. The Extraordinary General Assembly has also approved to delegate the BOD to setthe terms and conditions for implementing the plan; the number of shares to beallotted to each beneficiary throughout the implementation period and theconditions for transfer or disbursement of the shares and the resulting increasein the Bank issued capital, as well as the amendment of any of these terms andconditions to meet the requirements of the concerned parties. Extraordinary General Assembly Meeting Dated June 26, 2006 Resolution No. 2: Increasing the Bank's Issued Capital from EGP 1300MM to EGP 1950MM and Amending Articles 6 and 7 of the Banks Statute. The Bank's Extraordinary General Assembly has unanimously approved the following:- 1. Increase the paid-in capital from EGP 1.3 billion to EGP 1.95 billion by capitalizing EGP 650 million of the general reserve. 2. Distribute the 65 million free shares resulting from such increase to the shareholders in the form of one free share for every two owned going from the smaller to the larger shareholders till the free shares amount is distributed in full. 3. From the date of the announcement and till the end of the previous working day set for the distribution, the free share rights shall be transferred to the new holder in compliance to the regulations of the Egyptian Stock Exchange Market. 4. Delegate the Board of Directors in taking all the legal procedures needed to implement this resolution, while the previous delegation issued by the Extraordinary General Assembly of March 19, 2006 remains valid. 5. Amend Articles No. 6 and 7 of the Bank's Statute to reflect the recommended capital increase as follows:- Article No. (6) After Amendment The authorized capital of the Bank is set at LE 5000 million (Five thousandmillion Egyptian pounds) and the issued capital is set at LE 1950 million (Onethousand nine hundred and fifty million Egyptian pounds) divided into 195million shares each at an equal value of LE 10, all of which are ordinarynominal and cash shares. Article No. (7) After Amendment The Capital of the Bank is composed of 195 million nominal shares. The capital share subscription is as follows:- S/N Name & Nationality No. of Shares % Value in LE1 Bank of New York 43,443,042 % 22,28 434,430,420 (Foreign) 2 Ripplewood 17,285,628 % 8,86 172,856,280 (Foreign) 3 Other Shareholders 134,271,330 % 68,86 1,342,713,300 As indicated on the register of Misr Clearing Settlement & Central Depository. (Egyptians & Foreigners)* Total 195,000,000 %100 1,950,000,000 The full nominal value of the original capital amounting to "1300 millionEgyptian pounds" has been paid up and the amount of "650 million Egyptianpounds" was paid in through capitalization of the general reserve by issuingfree shares. * Prepared by the Bank according to the shareholders' lists authenticated byMisr Clearing, Settlement & Depository as of April 30, 2006. This information is provided by RNS The company news service from the London Stock Exchange