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Summary
of Resolutions
of
Extraordinary General Assembly
March 25th,
2024
Issuance of Financial
Instruments
In light of Article (19) of the
Bank's statute, and the Board of Directors' approval dated February
11, 2024, the Extraordinary General Assembly approved the
following:
First: To
delegate the Board of Directors to issue financial instruments
(senior or subordinated bonds or subordinated Debt or subordinated
deposits or hybrid financial instruments) to finance various
business activities up to a maximum of one billion US dollars or
their equivalent in local or other foreign currencies, in addition
to the remaining balance of the approval issued during the
Extraordinary General Assembly, which was held on 20 March 2023.
All subordinated instruments can be included at the Bank Capital
and/or Tier II recognition. The financial instruments could be
tradable, and also could be subordinated (the bondholder or lender
has to waive his repayment priority right) according to the
discretion of the Board of Directors in accordance to the CBE
regulations.
Second:
To delegate the Board of Directors in determining the date and all
terms of issuance and in amending any term as requested by the
governing authorities or as viewed necessary by the Board in light
of the market perceived conditions and in compliance with the
prevailing laws.
Third: To delegate the
Board of Directors in fulfilling all issuance procedures during the
three years in accordance with the Companies Law No.159 for the
year 1981 and Capital Market Law No. 95 for the year 1992 and their
executive regulations.
Following is the issuance
structure:
1) Value of the issuance:
A maximum of USD 1 Billion or its
equivalent in Local/ Foreign Currency to be issued in one or more
tranches through a public offering or a private placement either
through local or international markets, in accordance with the
decision of the Board of Directors.
2) Purpose of Issuance:
To strengthen the bank's capital
base, to accommodate any future expansion and /or investments and/
or investments in Risk-Weighted Assets and/ or to finance the
commercial banking activities, in accordance with the decision of
the Board of Directors.
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3) Face Value:
The Board of Directors will
determine the face value per bond for each issuance locally and
internationally.
4) Issuance fees and commission:
The Board of Directors will set the
fees and commissions for the issuance of the financial instruments
in Egyptian Pounds or foreign currency in accordance with the
prevailing market conditions.
5) Rate of Return:
A fixed or floating rate of return
will be determined by the Board of Directors for each
issuance.
6) Coupon Tenor or Interest payment
dates:
To be determined by the Board of
Directors for each issuance
7) Minimum Subscription Amount:
To be determined by the Board
of Directors for each issuance.
8) Other Terms:
The General Assembly delegated the
Board of Directors in fulfilling all necessary steps and procedures
in relation to the issuance, dates and methods of issuance,
currency for each tranche, returns, related fees and commissions,
determining fees and commissions to be paid to foreign banks
involved in the issuance in accordance to the international
standards, determining any other terms for the issuance of the
financial instruments, whether over one or more tranches and in
amending any term as necessary provided that it is in compliance
with the prevailing laws and delegating the CEO and Managing
Director and/ or his Deputy or whomever he delegates in handling
all administrative affairs and fulfilling all necessary procedures
related to the issuance of the referred to financial
instruments.