Last checked at 18 Mar 2010 07:00
Resolutions
CIB Extra-Ordinary General Assembly
To Be Held 17 March 2010
First Resolution
Increasing the Bank's Authorized Capital
From EGP 5 billion to EGP 20 billion
The Extraordinary General Assembly approved by a majority of 99.99% the following:
1) Increase the Bank's authorized capital from EGP 5 billion to EGP 20 billion.
2) Delegate the Board of Directors to raise capital either through public offering or private placement at share fair value either to existing shareholders or new subscribers. Also, empower the Board to capitalize on the general reserve to increase the issued capital.
3) Delegate the Board of Directors to act in the best interest of the Bank and its shareholders with regard to merging and acquisition deals.
4) Delegate the Board of Directors in taking all legal procedures required to implement the above resolutions including amendment of articles 6 and 7 of the Bank's Statute or any other article relevant to the merge and acquisition decision.
Resolutions (con't)
CIB Extra-Ordinary General Assembly
To Be Held 17 March 2010
Second Resolution
Amending Some Articles of the Bank's Statute
The Extraordinary General Assembly approved by a majority of 99.99% amending Articles (6, 7, 8, 20 & 33) and deleting Articles (18, 34, 35, 36 & 37) according to the following:
1) Amending Articles (6, 7, 8, 20 & 33)
Article No. (6) After Amendment
The authorized capital of the Bank is set at EGP 20 billion (Twenty billion Egyptian pounds) and the issued capital is set at EGP 2,950,721,800* (Two billion, nine hundred and fifty million, seven hundred and twenty one thousand and eight hundred Egyptian pounds) divided into 295,072,180 shares (two hundred ninety five million seventy two thousand one hundred and eighty shares) each at an equal value of EGP 10, all of which are ordinary cash shares.
* as approved by the Central Bank of Egypt
Article No. (7) After Amendment
The Capital of the Bank is composed of 295,072,180* (two hundred ninety five million seventy two thousand one hundred and eighty) nominal shares each at an equal value of EGP 10, all of which are ordinary cash shares. The capital share subscription is as follows:
| S/N | Name & Nationality | No. of Shares | Value in EGP | % |
| 1 | Bank of New York (Foreign) - American | 30,964,057 | 309,640,570 | 10.49 |
| 2 | Actis LLP (Foreign) - English | 27,301,122 | 273,011,220 | 9.25 |
| 3 | Other Shareholders (Egyptians & Foreigners) ** | 236,807,001 | 2,368,070,010 | 80.26 |
|
| Total | 295,072,180 | 2,950,721,800 | 100 |
* As approved by the Central Bank of Egypt.
** As per the records of Misr Clearing Settlement & Central Depository as of 31/12/2009.
Resolutions (con't)
CIB Extra-Ordinary General Assembly
To Be Held 17 March 2010
The full nominal value of the issued capital amounting to "2925 million Egyptian Pounds" has been fully paid up and the amount of EGP 25,721,800 (twenty five million seven hundred twenty one and eight hundred Egyptian Pounds) has been deposited at the Commercial International Bank (Egypt) - Giza Branch, and thus the issued capital is fully paid up.
Article No. (8) After Amendment
Without prejudice to the provisions of Law No. 95 of 1992 and its executive regulations, it is the authority of the Extraordinary General Assembly to increase Bank's authorized and issued capital; while the Board of Directors is authorized to increase the issued capital within the limits of the authorized capital. Such resolution should include the amount of increase and the new shares issued price.
In all cases, the issued capital shall not be increased prior its full settlement, except by a resolution by the General Assembly and provided that the subscribers in such increase have settled not less than the set percentage of the capital before its increase and that they shall settle the balance on the specified dues dates for settlement.
Increasing the issued capital should take place within three years from the date of the resolution authorizing the decision, or within the period set for settling the issued capital before its increase, whichever is longer. Otherwise, the resolution authorizing such increase shall be null and void.
Article No. (20) After Amendment
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 Assembly, after adhering to the procedures stipulated by the Central Bank of Egypt Law No. 88 for the year 2003, its amendments and Executive Regulations.
Article No. (33) After Amendment
In accordance with the Central Bank Law No. 88, the Board may form permanent or temporarily committees composed of the Bank's employees to assist the Board in carrying out its duties. The Board shall determine the roles, authorities and responsibilities of each committee and approve the remuneration of its members.
2)
Resolutions (con't)
CIB Extra-Ordinary General Assembly
To Be Held 17 March 2010
Deleting Articles (18, 34, 35, 36 & 37)
Article (18) was deleted as it was incorporated in Article (8).
Articles (34, 35, 36 & 37) were deleted as they relate to Article (33) before amendment.
Third Resolution
De-listing From Kuwait and Abu Dhabi
Stock Exchange Markets
The Extraordinary General Assembly unanimously approved the Board's decision to de-list CIB's shares from both Kuwait and Abu Dhabi Stock Exchanges for the following reasons:
1) Only one transaction took place in Kuwait Stock Exchange since the shares have been listed in both markets in November 2004.
2) CIB's stock is accessible for trade through both a GDR Program in London and a Level 1 ADR Program in New York Stock Exchanges; thus meeting the strategic objective of visibility in the global investment community.
3) Abu Dhabi Stock Exchange has requested the presentation of the annual and interim financial statements according to their requirements which differs in some important aspects from what is required by the Central Bank of Egypt, for example with respect to accounting for profit appropriation and provisions. This will result in mismatched financial reports and analysis and that may negatively impact shareholders' interest.