Ordinary General Assembly Resolutions Summary 2025

Ordinary General Assembly

23 March 2025

Resolutions Summary

Item (1)

Board of Directors Report for the Fiscal Year 2024

The General Assembly ratified the presented Board of Directors' Report for the Fiscal Year ending 31/12/2024.

Item (2)

Governance Report and External Auditors' Report

for the Fiscal Year 2024

The General Assembly ratified the presented Governance Report issued by the Board of Directors for the Fiscal Year ending 31/12/2024 and the associated External Auditors' Reports.

Item (3)

External Auditors' Reports for the Fiscal Year 2024

The General Assembly ratified the External Auditors' Reports for the Separate and Consolidated Financial Statements for the Fiscal Year ending 31/12/2024.

Item (4)

Separate and Consolidated Financial Statements

For the Fiscal Year 2024

The General Assembly ratified the separate and consolidated Financial Statements for the year ending 31/12/2024.

Item (5)

Recommended Appropriation Account

For the Fiscal Year 2024

The General Assembly approved the proposed Appropriation Account for 2024 profit share distribution and delegated the Board of Directors to approve the guidelines for the profit share distribution to the staff for the year 2024.

The General Assembly also approved cash dividends payout of EGP 2.5 per share.

Item (6)

Increasing the Issued and Paid-in Capital

to Fulfill the ESOP "Year 16"

The General Assembly approved the increase of the Issued and Paid-in Capital Issued Capital by EGP 276,930,000 from EGP 30,431,580,000 to EGP 30,708,510,000 by (27,693,000) shares at nominal value of EGP 10 per share, to effect the vesting terms for "Year 16" of the "ESOP", the program that was approved by the Extraordinary GA on March 21, 2016 and authenticated by the Financial Regulatory Authority on May 15, 2016.

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 (7)

Approve the changes to the Board of Directors' composition

since the previous General Assembly of March 25, 2024

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 March 25, 2024.

Accordingly, the current composition of the Board of Directors is as follows:

Mrs. Neveen Aly Fayek Sabbour Independent Chair of the Board

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

Mr. Paresh Dattatraya Sukthankar Independent Board Member

Mr. Rajeev Krishan Lal Kakar Independent Board Member

Mr. Sherif Samir Mahmoud Samy Independent Board Member

Mr. Fadhel Abdul Baqy Abulhasan Alqaed AlAli Non-Executive Board Member

representing Alpha Oryx Limited

Mr. Aziz Moolji Non-Executive Board Member

representing Alpha Oryx Limited

Ms. Hoda Ahmed Mohamed Mansour Independent Board Member

Mr. Jawaid Ahmed Mirza Non-Executive Board Member

Mr. Amr Youssef Hassan El-Ganainy Deputy CEO & Board Member

Mr. Islam Osama Bahgat Zekry Group CFO & Board Member

Item (8)

Discharging the Board of Directors for Fiscal Year 2024

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 2024.

Item (9)

2025 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 2025.

Item (10)

Appointment of the Bank's External Auditors

For the Fiscal Year 2025

And Approving their Fees

The General Assembly approved the appointment of Mr. Farid Samir Farid, Partner, (Grant Thornton - Saleh, Barsoum & Abdel Aziz Auditing Firm) and Mr. Hossam El-Din Mohamed Abdallah Hilal, Partner, "Mohamed Hilal and Waheed Abdel Ghaffar and Partners - Baker Tilly Mohamed Hilal and Waheed Abdel Ghaffar Legal Auditors" as the Bank's Auditors for the Fiscal Year 2025.

The General Assembly approved their total audit fees of EGP 12.5 million (net of VAT) for auditing the Bank's annual and quarterly standalone and consolidated financial statements and issuing related reports.

Item (11)

Authorization to the Board of Directors

to Approve Donations in 2025

The General Assembly approved authorizing the Board of Directors to donate above EGP 1000 per recipient during the year 2025 in conformity with Article "101" of the Corporate Law No. 159 of the year 1981. The General Assembly also approved the amounts donated during 2024.

Item (12)

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.