Resolutions Ordinary General Assembly March 2026

Commercial Intnl Bank (Egypt) SAE

15 March 2026

 

http://www.rns-pdf.londonstockexchange.com/rns/6754W_1-2026-3-15.pdf

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Ordinary General Assembly

15 March 2026

Resolutions Summary

Item (1)

Board of Directors Report for the Fiscal Year 2025

The General Assembly ratified the presented Board of Directors' Report for the Fiscal Year ending 31/12/2025.

Item (2)

Governance Report and External Auditors' Report

for the Fiscal Year 2025

The General Assembly ratified the presented Governance Report issued by the Board of Directors for the Fiscal Year ending 31/12/2025 and the associated External Auditors' Reports.

Item (3)

External Auditors' Reports for the Fiscal Year 2025

The General Assembly ratified the External Auditors' Reports for the Separate and Consolidated Financial Statements for the Fiscal Year ending 31/12/2025.

Item (4)

Separate and Consolidated Financial Statements

For the Fiscal Year 2025

The General Assembly ratified the separate and consolidated Financial Statements for the year ending 31/12/2025.

Item (5)

Recommended Appropriation Account

For the Fiscal Year 2025

The General Assembly approved the proposed Appropriation Account for 2025 profit share distribution and delegated the Board of Directors to approve the guidelines for the profit share distribution to the staff for the year 2025.

The General Assembly also approved cash dividends payout of EGP 6 per share to be paid on Thursday, April 9, 2026.

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Item (6)

Authorization to the Board of Directors

To pay profit share to former employees resigned in 2024

The General Assembly approved to authorize the Board of Directors to pay the amount of EGP 27,542,117 as profit share to former employees who resigned in 2024. The amount is to be deducted from Retained Earnings, in accordance with the amended 2024 staff profit share distribution guidelines in alignment with CBE regulations.

Item (7)

Increasing the Issued and Paid-in Capital

to Fulfill the ESOP "Year 17"

The General Assembly approved increase the issued and paid in capital by (27,203,000) common shares at nominal value of EGP 10 per share, an increase of EGP 272,030,000, to effect the vesting terms for "Year 17" of the "ESOP", approved by the Financial Regulatory Authority.

The General Assembly also approved amending Articles "6" and "7" of the Bank's Bylaws to reflect the mentioned increase, subject to the approval of the Central Bank of Egypt.

The General Assembly delegated the CEO & Board Member 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 delegated Mr. Mahmoud Abbas Mohamed Ahmed, Chief Legal Officer, to sign the amendment agreements of the Bank's Statutes at the respective Notary Office.

Item (8)

Approve the changes to the Board of Directors' composition

since the previous General Assembly of September 25, 2025

The General Assembly noted and approved the changes to the composition of the Board of Directors that took place since the last General Assembly held September 25, 2025.

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Item (9)

Discharging the Board of Directors for Fiscal Year 2025

The General Assembly approved discharging the Chair and Members of the Board from all liabilities with regard to the Bank's activities during the Fiscal Year 2025.

Item (10)

Elect the Members of the Board for the upcoming Board Term

(March 2026 - March 2029)

In view of the listed nominees, approved by the Central Bank of Egypt, presented to the General Assembly for election to serve the new Board Term (March 2026 - March 2029), the General Assembly approved the new Board of Directors' composition to be as follows:

·    Ms. Neveen Aly Fayek Sabbour                                       Non-Executive Chair (Independent)

·    Mr. Amin Hisham Mohamed Amin Ezz Al-Arab             Chief Executive Officer

·    Mr. Fadhel Abdul Baqy Abulhasan Alqaed AlAli           Non-Executive Director

(representing Alpha Oryx Ltd.)

·    Mr. Aziz Moolji                                                                Non-Executive Director

(representing Alpha Oryx Ltd.)

·    Ms. Hoda Ahmed Mohamed Mansour ElAskalany         Non-Executive Director (Independent)

·    Mr. Jawaid Mirza                                                              Non-Executive Director

·    Mr. Burkhard Eckes                                                          Non-Executive Director (Independent)

·    Mr. Georgios Anagnostopoulos                                        Non-Executive Director (Independent)

·    Ms. Tanvi Davda                                                              Non-Executive Director (Independent)

·    Mr. Amr El-Ganainy                                                         Deputy CEO

·    Mr. Islam Zekry                                                                Group Chief Finance & Operations

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Item (11)

2026 Proposed Sitting Fees for the Directors of the Board

The General Assembly approved the annual net sitting fees of EGP 360,000 to be paid to each Non-Executive Director for Fiscal Year 2026.

Item (12)

Appointment of the Bank's External Auditors

For the Fiscal Year 2026 and Approving their Fees

The General Assembly approved the appointment of "Mr. Abdelhadi Mohamed Ali Ibrahim, Partner, (KPMG Hazem Hassan - Public Accountants & Consultants)" and "Mr. Hossam El-Din Mohamed Abdallah Hilal, Partner - Baker Tilly Mohamed Hilal and Wahid Abdel Ghaffar  Legal Auditors & Consultants" as the Bank's Auditors for the Fiscal Year 2026.

The General Assembly approved their total audit fees of EGP 14.7mn (excluding VAT) for auditing the Bank's annual and quarterly standalone and consolidated financial statements and issuing related reports.

Item (13)

Authorization to the Board of Directors

to Approve Donations in 2026

The General Assembly approved authorizing the Board of Directors to donate above EGP 1000 per recipient during the year 2026 in conformity with Article "101" of the Corporate Law No. 159 of the year 1981.  The General Assembly also approved the amounts donated during 2025.

Item (14)

Authorization to Non-Executive Directors

To Assume Executive Roles in Other Companies

The General Assembly approved authorizing the Non-Executive Directors to assume full time jobs (technical or administrative) in other shareholding companies in conformity with Article "95" of the Corporate Law No. 159 of the year 1981.

 

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