Ordinary General Assembly

15 March 2026

Item (1)

Board of Directors Report for the Fiscal Year 2025

Enclosed is the Board of Directors' Report for the Fiscal Year ending 31/12/2025 presented to the General Assembly for discussion and approval.

Ordinary General Assembly

15 March 2026

Item (2)

Governance Report and External Auditors' Report

for the Fiscal Year 2025

Enclosed is the Governance Report issued by the Board of Directors for the Fiscal Year ending 31/12/2025 with the associated External Auditors' Reports, assessing the Bank's compliance with the governance rules for listed companies in the Egyptian Stock Exchange. The report is presented to the General Assembly for discussion and approval.

Ordinary General Assembly

15 March 2026

Item (3)

External Auditors' Reports for the Fiscal Year 2025

Enclosed are the External Auditors' Reports for the Separate and Consolidated Financial Statements for the Fiscal Year ending 31/12/2025 presented to the General Assembly for discussion and approval.

Ordinary General Assembly

15 March 2026

Item (4)

Separate and Consolidated Financial Statements

For the Fiscal Year 2025

Enclosed are the separate and consolidated Financial Statements for the year ending 31/12/2025 presented to the General Assembly for discussion and ratification.

Ordinary General Assembly

15 March 2026

Item (5)

Recommended Appropriation Account

For the Fiscal Year 2025

The Appropriation Account for 2025 profit share distribution is presented to the General Assembly for approval and to delegate the Board of Directors to approve the guidelines for the profit share distribution to the staff for the Fiscal Year 2025.

                                                                                 EGP in thousands

Available Net Profit for Distribution

as of December 31, 2025                                                                     88,461,044

To be distributed as follows:

Legal Reserve                                                                                           4,089,832

General Reserve                                                                                     30,606,170

Shareholders' Dividends                                                                        20,267,617

Staff Profit Share                                                                                      6,866,044

Board of Directors' Bonus                                                                        160,100

CIB Foundation                                                                                           1,029,907

Support and Development of the Banking Sector Fund                         686,604

Retained Earnings                                                                                  24,754,770

Ordinary General Assembly

15 March 2026

Item (6)

Authorization to the Board of Directors

To pay profit share to former employees resigned in 2024

The approval of the General Assembly is kindly sought 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.

Ordinary General Assembly                                                              Item (7) - page 1/2

15 March 2026

Item (7)

Increase the Issued and Paid-in Capital

to Fulfill the ESOP for "Year 17" Obligation and Amend

Articles "6" and "7" of the Bank's Statues

The approval of the General Assembly meeting is sought to 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 and to approve 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 approval of the General Assembly is also sought to delegate the Chief Executive Officer 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.

The approval of the General Assembly is also sought to delegate Mr. Mahmoud Abbas Mohamed Ahmed, Chief Legal Officer, to sign the amendment agreements of the Bank's Statutes at the respective Notary Office.

Hereunder are Article (6) and (7) before and after amendments:

Article (6) Before Amendment:

The Bank has an authorized capital of EGP 100 billion (one hundred billion Egyptian Pounds) with issued capital of EGP 33,779,361,000 (thirty-three billion, seven hundred seventy-nine million, three hundred and sixty-one thousand Egyptian pounds) divided into 3,377,936,100 (three billion, three hundred seventy-seven million, nine hundred and thirty-six thousand, and one hundred) shares at a nominal value of ten Egyptian Pounds.

Article (6) After Amendment:

The Bank has an authorized capital of EGP 100 billion (one hundred billion Egyptian Pounds) with issued capital of EGP 34,051,391,000 (thirty-four billion, fifty-one million, three hundred ninety-one thousand Egyptian pounds) divided into 3,405,139,100 (three billion, four hundred and five million, one hundred thirty-nine thousand and one hundred) shares at a nominal value of ten Egyptian Pounds.

Ordinary General Assembly                                                                         Item (7) - page 2/2

15 March 2026                                                                                                          

Article (7) Before Amendment:

The Issued Capital of the Bank is composed of Three billion, Three hundred Seventy-Seven million, Nine hundred and Thirty-Six thousand and one hundred common stocks distributed as follows:

The Egyptian subscription is 21.27% according to the approved shareholders' lists authenticated by Misr for Central Clearing, Depository and Registry, on the latest position as of 31 August 2025.The full nominal value of the issued capital amounting to EGP 30,708,510,000 (thirty billion, seven hundred and eight million, five hundred and ten thousand Egyptian pounds) was fully paid and recorded in the Bank's Commercial Register. The amount of increase of 3,070,851,000 (three billion, seventy million and eight hundred fifty-one thousand Egyptian pounds) was funded by allocating a portion of the general reserve and issuing bonus shares, in accordance with the financial inspection report issued by the economic performance sector dated 8 October 2025 based on documentary examination and the bank's statement of financial position as of March 31^st, 2025. Accordingly, the issued capital has been fully paid.

Article (7) After Amendment:

The Issued Capital of the Bank is composed of three billion, four hundred five million, one hundred thirty-nine thousand, one hundred common stocks distributed as follows:

The Egyptian subscription is 21.02% according to the approved shareholders' lists authenticated by Misr for Central Clearing, Depository and Registry on the latest position as of 31 December 2025.

The full nominal value of the issued capital amounting to EGP 33,779,361,000 (thirty-three billion, seven hundred seventy-nine million, three hundred sixty-one thousand Egyptian pounds) was fully paid and recorded in the Bank's Commercial Register. The amount of increase of EGP 272,030,000 (two hundred seventy-two million, thirty thousand Egyptian Pounds) was deposited at the Commercial International Bank (CIB) - Egypt S.A.E., Giza Branch, the authority entity to receive the public offering as certified by the Bank's issued certificate. Accordingly, the issued capital has been fully paid.

Ordinary General Assembly                                                                      

15 March 2026          

Item (8)

Notify the General Assembly about the changes to the Board of Directors' composition

since the previous General Assembly of September 25^th, 2025

In accordance with Article (22) of the Bank's Bylaws, as well as the provisions of the Central Bank and Banking Sector Law No. 194 of 2020, the Corporate Law No. 159 of 1981, and their respective executive regulations and amendments, which require that the General Assembly be informed of any changes to the composition of the Board of Directors since the last General Assembly meeting, the following change has occurred since the General Assembly held on September 25^th, 2025, and is hereby submitted for the Assembly's approval:

·    Resignation of Mr. Sherif Samy, Independent Non-Executive Board Member, effective December 31^st, 2025 for reaching the maximum duration of service on Board.

Ordinary General Assembly                                                                      

15 March 2026          

Item (9)

Discharging the Board of Directors for Fiscal Year 2025

The approval of the Ordinary General Assembly is requested to discharge the Chair and Members of the Board from all liabilities with regard to the Bank's activities during the Fiscal Year 2025.

Ordinary General Assembly                                                                             Item (10) - page 1/8

15 March 2026   

Item (10)

Elect the Members of the Board for the upcoming Board Term

(March 2026 - March 2029)

In accordance with the Corporate Law No. 159 for the year 1981 and its executive regulations and with the Central Bank and Banking Sector Law No. 194 for the year 2020 and in compliance with the Bank's Bylaws, the Board Membership Nomination Process was published in two local newspapers as well as EGX, for accepting nominations as of Thursday, November 13, 2025 up to Thursday, November 27, 2025 for the new Board Term (March 2026-March 2029).

The following list comprises the nominees* for the General Assembly election (to fill eleven board seats) to be voted on individually. Biographies are attached.

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

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

(3)  Mr. Fadhel Abdul Baqy Abulhasan Alqaed AlAli                 Non-Executive Director

(representing Alpha Oryx Ltd.)

(4)  Mr. Aziz Moolji                                                                      Non-Executive Director

(representing Alpha Oryx Ltd.)

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

(6)  Mr. Jawaid Mirza                                                                    Non-Executive Director

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

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

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

(10)             Mr. Amr El-Ganainy                                                               Deputy CEO

(11)             Mr. Islam Zekry                                                                      Group Chief Finance & Operations

* The names and credentials of the aforementioned nominees were submitted to the Central Bank of Egypt for approval in compliance to Article (120) of the Central Bank and Banking Sector Law No. 194 for the year 2020.

Ordinary General Assembly                                                                        Item (10) - page 2/8

15 March 2026          

Ms. Neveen Sabbour

Chair

Ms. Neveen Sabbour is a seasoned banker with extensive experience in M&A, business strategy, banking transformation, financial planning, and management information systems. In 2024 Ms. Neveen was appointed as Non-Executive Chair, the first woman to chair CIB's Board.

She currently serves on the boards of several financial and industrial institutions that includes Meris (Moody's Egypt) and PFI (Egypt Post Investment Arm). She also sits on the Board of Heliopolis for Housing & Construction. Ms. Sabbour is a member of the board of trustees of the We Owe it to Egypt Foundation, as well as Banking for Women in Egypt, an institution aimed at women's empowerment and financial inclusion. Ms. Sabbour is also the Chairwoman & CEO of Panther Associates, a boutique investment house, institutional advisory, and leading asset management institution. Ms. Sabbour also chaired AAIB Holding Company, and was a board member at Arab African Investment Management Company, in addition to representing AAIB at International Capital Markets Association. Upon her appointment as Head of Business Strategies and Finance Group - Arab African Int'l Bank (AAIB) from 2012 to 2022, she led the Financial Control, Performance Analysis and Budgeting, Strategic Planning/Project Management, Integration/Change Management, Market Research, and Management Information Systems divisions and played a vital role in guiding the bank's performance in terms of growth and profitability. Ms. Sabbour holds a BA in Economics from the American University in Cairo.

Mr. Hisham Ezz Al-Arab

Chief Executive Officer

Hisham Ezz Al-Arab was reappointed as Chief Executive Officer and Executive Board Member of Commercial International Bank (CIB) - Egypt in November 2024. He previously served as the Chairman of CIB from March 2023, and prior to that, as a Non-Executive Director of the Board following a brief tenure in 2022 as Advisor to the Governor of the Central Bank of Egypt. In 2020, Mr. Ezz Al-Arab founded and chaired HE Advisory, where he advised corporates and fintech start-ups on growth strategies, resource mobilization, financial risk management, and fundraising, drawing on more than four decades of international banking experience across Europe, the Middle East, and Africa. Mr. Ezz Al-Arab is best known for his transformative leadership as Chairman and Managing Director of CIB from 2002 to 2020. During this period, he led the bank's evolution from a wholesale lender with a market capitalization of EGP 1 billion into Egypt's largest private-sector bank, exceeding EGP 300 billion in market capitalization. Under his stewardship, CIB became the blue-chip stock of the Egyptian Exchange, with ADRs and GDRs listed on the New York and London Stock Exchanges, and emerged as the global investment community's preferred proxy for Egypt and a benchmark for banking in emerging markets. Throughout his career, Mr. Ezz Al-Arab has been a strong advocate of entrepreneurial culture, meritocracy, and global best practices in corporate governance and risk management. In 2013, he introduced sustainability and gender equality initiatives at CIB, positioning the bank as a regional leader in responsible banking. He additionally led CIB's digital transformation, including the establishment of the first Data Analytics unit within an Egyptian bank.

Ordinary General Assembly                                                                       Item (10) - page 3/8

15 March 2026          

Under Mr. Ezz Al-Arab's current leadership, CIB is executing a five-year strategic plan (2026-2030) designed to deliver sustainable long-term growth while responding to evolving macroeconomic conditions, regulatory developments, and client needs.

He has also spearheaded the bank's regional expansion, notably leading the establishment of CIB Kenya Limited to support Egyptian mid-sized corporates expanding into East Africa.

Mr. Ezz Al-Arab has received numerous international accolades, including African Banker's Lifetime Achievement Award (2023), Global Finance's Lifetime Achievement Award (2025), and MEED's CEO of the Year (2025). Earlier recognitions include EMEA Finance's Best CEO in Egypt and Africa and Euromoney's Outstanding Contribution to Financial Services in the Middle East. Beyond banking, Mr. Ezz Al-Arab is the Founder and Chairman of the Board of Trustees of the CIB Foundation, which has positively impacted nearly 8 million underprivileged children through healthcare initiatives across Egypt. He has held several prominent board and advisory roles locally and internationally and began his career with Merrill Lynch, Deutsche Bank, and JP Morgan in London.

Mr. Fadhel AlAli

Non-Executive Director

Mr. Fadhel AlAli serves as the Chairperson of Dubai Financial Services Authority (DFSA). He is a strategic leader with a vast range of experience in corporate governance and commercial roles across a variety of business contexts such as startups, rapid growth, fix-it, and turnarounds. He brings over 30 years of experience in multiple industries including real estate, hospitality, investment, and banking and has led several corporate functional organizations such as Finance, HR, Legal, Business Excellences and Marketing and Communications.

Throughout his career, Mr. AlAli has made remarkable achievements that extend across contributing to the creation of Dubai Holding and managing its 2009 post-recession crisis, along with contributing to the creation of its new business model as a strategic investor. Moreover, he recorded the highest ever profit for Dubai Holding since its inception. He also succeeded in issuing multi-currency multiple tenor bonds worth USD 2.25 billion for Dubai Holding Commercial Operations Group. Mr. AlAli started his career as a banker in 1989 in Citibank and joined Dubai Holding in 2004, where he served in multiple positions including CFO, COO, and, finally, CEO till 2017. This was followed by a four-year stint as FAB's Deputy CEO and group COO until 2021, before chairing DFSA.

Mr. AlAli joined CIB's Board of Directors on May 2022 as a Non-Executive Board member, representing the interests of Alpha Oryx Ltd. Mr Al Ali is the Chairman of Dubai Financial Services Authority and Majid Al Futtaim Capital. In addition, he is the Vice Chairman of WIO bank and he is a Member of the Higher Committee for the Development of the Economic and Financial Sector with the Government of Dubai and a member of the Financial Stability Council.

Mr. AlAli holds a bachelor's degree in Industrial and System Engineering from the University of Southern California.

Ordinary General Assembly                                                                       Item (10) - page 4/8

15 March 2026          

Mr. Aziz Moolji

Non-Executive Director

Mr. Aziz Moolji serves as ADQ's M&A and Alternative Investments Director. He brings to the Board more than 20 years of experience in Private Equity and Investment Banking across North America and Emerging Markets. He invested over USD 2 billion in transactions across Financial Services, Consumer Products, Industrials, Infrastructure, Education, Hospitality and Logistics.

Mr. Moolji started his career at Goldman Sachs & Co. in 1996 and joined Lehman Brothers in 2005. In 2006, he joined Merrill Lynch & Co., Inc. as Vice President, Financial Sponsors Group for two years. In 2009, Mr. Moolji joined Abraaj Group, Dubai, where he served as Managing Director, Private Equity for ten years and led transaction execution, post-acquisition management, and exits for transactions across Middle East, Africa, Turkey, Asia, and Latin America. Mr. Moolji also served as Vice President, Investments and Portfolio Management at Dubai Holding for two years until 2021 before joining ADQ. Mr. Moolji joined CIB's Board of Directors on May 2022 as a Non-Executive Board Member representing the interests of Alpha Oryx Ltd.

He holds a BS in Electrical Engineering and Management from Massachusetts Institute of Technology, Cambridge. Later, he received his Master Degree in Finance from the Wharton School of the University of Pennsylvania.

Eng. Hoda Mansour

Independent Director

Eng. Hoda is a highly experienced, creative and self-motivated executive with vast experience in delivering innovation and business value for customers. In March 2025, she was appointed as the Managing Director & Vice Chair for Sukari Gold Mines representing AngloGold Ashanti- the world fourth largest Gold Producer based in Denver USA.  Before which, she served on Centamin PLC's Board of Directors, the former operator of Sukari Gold Mines, which was listed on London and Toronto Stock Exchanges and acquired in November 2024 by AngloGold Ashanti where she was a member of Centamin's board Audit & Risk and Sustainability Committees.

Eng. Mansour Joined AngloGold Ashanti from IFS, a global provider of industrial AI solutions, where she was the COO for Asia Pacific, Japan, Middle East and Africa. She also worked for leading multinational software companies including SAP, Oracle and Microsoft in regional and global capacities living and working in three different continents which has given her a well-rounded experience in dealing with different cultures, challenges, and business models. Recognizing her impact on the business, Forbes Middle East named her one of 100 Most Powerful Businesswomen since 2018 till date and one of the Top 5 Women in Technology in 2022. 

Prior to working at IFS, she was with global software developer SAP for almost 11 years where she led SAP's Business Process Transformation in Southern Europe, Middle East & Africa (EMEA South) covering 75 countries. Before which, she was the first female to be appointed in a managing director role by SAP across the whole of the Middle East & Africa region, the first person to hold the role of COO for the United Arab Emirates and Oman, and the first women to lead a multinational software company in Egypt.

Ordinary General Assembly                                                                       Item (10) - page 5/8

15 March 2026          

Eng. Mansour was a part of the Global Executive Leadership Team at SAP and regularly speaks at global and regional forums. In October 2025, she was appointed to the board of the Banking Reform and Development Fund under the leadership of H.E. the Governor of the Central Bank of Egypt. In November 2024, she was appointed by a Presidential Decree as member of Egypt's National Council for Women. In April 2023, she was appointed to the Board of Commercial International Bank (CIB) and has since been selected as the CIB Board Chair for the Bank's Sustainability Committee and member of the Board Strategy and Transformation committee (formerly Operations & Technology Committee). She has been a member of AmCham Egypt's Board of Governors since June 2021.

Eng. Mansour holds a B.Sc. with Distinction & Honors in Engineering from Alexandria University in addition to a Master of Business Administration (MBA) with Distinction from Maastricht School of Management.

Mr. Jawaid Mirza

Non-Executive Director

Mr. Jawaid Mirza is a seasoned banking executive and strong proponent of international corporate governance, bringing over 37 years of diversified global experience across financial and risk management, technology transformation, mergers and acquisitions, business turnarounds, and operational leadership. Mr. Mirza currently serves as a Non-Executive Board Member of AGT Food and Ingredients Inc. (Canada). He has also held several prominent board roles, including Lead Director at Commercial International Bank - Egypt (CIB), and Non-Executive Independent Director at Bank of Athens (Johannesburg, South Africa). He further served as a Non-Executive Independent Director at Atlas Mara, a sub-Saharan African financial services group operating in seven countries. In addition to his board responsibilities, Mr. Mirza held senior executive roles at Commercial International Bank - Egypt (CIB), including Managing Director & Chief Executive Officer of Consumer Banking and Group Chief Operating Officer. Earlier in his career, Mr. Mirza served with major global financial institutions including Citibank and ABN AMRO Bank N.V. At ABN AMRO, where he held several senior leadership roles including Chief Financial Officer - European Region (26 countries), Chief Financial Officer - Asia (including Australia, New Zealand and the Middle East), and Managing Director and Chief Operating Officer for Global Private Banking, Asset Management and New Growth Markets. He led multiple bank acquisition due diligences across Europe, Asia, and Latin America, and was a member of ABN AMRO's Top Executive Group (TEG), as well as the Group Finance and Group COO Boards.

Mr. Mirza also served for nine years as Non-Executive Independent Director at Eurobank Ergasias (Greece), where he chaired the Board Audit Committee and the Board Transformation and Technology Committee, and served as a member of the Board Nomination & Governance Committee and the Board Remuneration Committee. Mr. Mirza holds various executive management courses from leading reputable institutions like Queens Business School, Wharton Business School, Stanford Graduate School of Business. He is a member of the Institute of Corporate Directors, Canada.

Ordinary General Assembly                                                                       Item (10) - page 6/8

15 March 2026          

Mr. Burkhard Eckes

Independent Director

Burkhard Eckes started his career in 1986 in PricewaterhouseCoopers (PwC) before becoming a partner from 1996 till 2022. He is a graduate auditor, was the Banking & Capital Markets (BCM) Leader in EMEA and member of the Global BCM Leadership Team focusing on development and implementation of banking strategies, regulatory requirements and practices, governance and compliance, risk management, reporting, accounting, ESG.

Mr. Eckes became a senior advisor of PwC Germany in 2022 and retired from PwC in 2023, and has since been serving as Board and committee member in several companies: actually, he is Chair of the Audit Committee, Member of the Risk Committee and Member of the Nomination and Corporate Governance Committee of Eurobank S.A. in Athens, Member of the Supervisory Board and Chair of the Audit Committee, Member of the Risk Committee of Bank Pictet & Cie (Europe) AG in Frankfort. Mr. Eckes is also Chair of the Audit Committee, Vice Chair of the Risk Committee and member of the Nomination Committee of Bayerische Landesbank in Munich. In June 2025, Mr. Eckes joined the Commercial International Bank - Egypt (CIB) Board of Directors as a non-executive, independent Board Member. Since July 2025 he has been chairing the Audit Committee.

Mr. Georgios Anagnostopoulos

Independent Director

Mr. Anagnostopoulos is a senior executive and brings more than 35 years of international experience in Banking and other Financial Institutions in Greece, Germany, Italy, UK, Singapore, South Africa and Denmark as well as experience in all facets of Risk Management, Digital Transformation & Strategy and Corporate Governance.

Up to recently, he was an External Advisor to McKinsey and Company in their EMEA Risk & Resilience practice. He served as Group Chief Risk Officer at Danske Bank and in various divisional CRO roles at Barclays Africa and Standard Chartered in Asia, as well as in senior executive roles in GE Capital, Deutsche Bank and Citigroup.

George currently serves as a NED in the new Hellenic Innovation and Infrastructure Fund (HIIF), the investment arm of Growthfund, Greece's National Wealth Sovereign fund and he is also Chairing the Advisory Board of Geoaxis, a Greek Real Estate company.

He also brings valuable expertise as a former Non-Executive Director in an Asset Management bank in Luxembourg, a Leasing company in Denmark, a Collections / Credit Management company in Italy, and a Credit Card / Loan JV in South Africa.

He has always worked in multicultural and geographically diverse environments, led through transformation and change and through various economic cycles, always focusing on healthy business growth.

He holds a Bachelor of Science from Fairleigh Dickinson University in New Jersey and an MBA from the University of Georgia, in Georgia, USA.

Ordinary General Assembly                                                                       Item (10) - page 7/8

15 March 2026          

Ms. Tanvi Davda

Non-Executive Independent Board Member

Ms. Tanvi Davda is an experienced international banking executive and Non-Executive Director with over 30 years of experience across global financial services markets in Europe, the United States, and Asia. She brings deep expertise in banking, capital markets, wealth and asset management, alongside extensive board-level governance experience within regulated institutions.

Ms. Tanvi has held senior executive roles at leading global institutions including Barclays Wealth & Investment Management, RBS/ABN AMRO, IBM, and Credit Suisse. As COO of Global Investments & Solutions at Barclays Wealth, she was responsible for approximately £2bn in revenue and 1,000 employees, overseeing integrated product platforms across banking, credit, investments, asset management, and insurance. She has led complex integrations, driven large-scale transformation programs, and managed significant regulatory and risk frameworks within global banking environments. As Co-Founder and Chief Executive Officer of Saranac Partners, she successfully built an FCA-regulated private wealth firm from inception to over £3bn in assets under management within four years. She led capital raising, regulatory authorisation, governance structuring, remuneration design, and the recruitment of a high-performing team, establishing a strong institutional-quality platform serving high and ultra-high net worth clients.

In her non-executive capacity, Ms. Tanvi currently serves as a Non-Executive Director at Paragon Bank Plc and Luminor Bank AS, contributing across Risk, Audit, Compliance, and Remuneration Committees. She also has prior public-sector board experience with Ofqual and the Student Loans Company. She is recognised for her strong commercial judgement, regulatory insight, risk oversight capability, and commitment to effective governance and sustainable growth.

Mr. Amr El Ganainy

Deputy Chief Executive Officer

Mr. Amr El Ganainy is one of Egypt's esteemed financial industry executives, with over 39 years of experience since his graduation from the Faculty of Commerce, Cairo University in 1985. He started his career at Suez Canal Bank, where he excelled to Senior Dealer. He then moved to Export Development Bank in 1994, reaching the post of Chief Dealer. In 1996, he joined United Bank of Egypt, as part of the new management team tasked with revamping the bank, as Treasurer and Head of Correspondent Banking. Mr. El Ganainy joined CIB in 2004 as General Manager Financial Institutions Group, leading the group through his strong business relationships in the market on the local and regional fronts. He is also JP Morgan Chase, London credit certified in 2005. As a result of his prior leadership excellence, in 2010 CIB's Senior Management tasked him with launching the Global Customer Relations Department. In October 2023, Mr. El Ganainy was appointed Deputy CEO and Managing Director. Prior to that, he was the CEO of Institutional Banking at CIB since 2017, achieving short and medium-term strategic objectives, while aligning with the Bank's philosophy, mission and vision. In November 2024, in his capacity as Deputy CEO, Mr. Amr El Ganainy joined the Board as Executive Director. Mr. El Ganainy's exposure has stretched globally; he was appointed to Mastercard's Advisory Board and was the first Egyptian and youngest Chairman of the InterArab Cambist Association (ICA) based in Beirut, of which he is currently Honorary Chairman.

Ordinary General Assembly                                                                       Item (10) - page 8/8

15 March 2026          

He was also an Executive Board Member of ACI International based in Paris, in addition to being the Founder and Chairman of ACI Egypt, of which he remains Honorary Chairman. He represented CIB in a number of its affiliates, chairing the Board of Directors of Commercial International Brokerage Co. (CIBC), CI Asset Management Co. and a Board Member of CI Capital Holding Co. With his renowned reputation and widely acclaimed experience, Mr. El Ganainy was selected as an independent board member in large corporations in Egypt in the aviation, tourism, financial services, and telecommunications sectors.  He was also elected Board Member in Misr for Central Clearing, Depositary and Registry Co. for five consecutive rounds from 2005 to 2021. Mr. El Ganainy's experience led to his appointment as a member of the consortium to promote a culture of dealing with tourists based on the decision of the Egyptian Prime Minister in September 2022.

Mr. Islam Zekry

Group Chief Finance & Operation Officer

Islam Zekry is Group Chief Finance and Operations Officer at CIB where he is an Executive Director of the CIB Board of Directors, a member of the bank's Executive Committee, and a board member of CIB Kenya. Mr. Zekry has demonstrated a proven track record in optimizing financial performance, driving growth, fostering innovation, and delivering value to stakeholders. His extensive knowledge of global markets, regulatory environments, and industry trends-both locally and internationally-enables him to provide strategic financial guidance that supports CIB strategic objectives. Prior to his appointment as CFO in 2023, Mr. Zekry was the first appointed Chief Data Officer having created the Data Analytics group in 2016. In that role he oversaw data warehousing, business design and operations, analytics, and the bank's quant finance platforms. He joined CIB in 2004 in the Finance Department. Mr. Zekry has broad international experience in markets across Europe, the Middle East and Africa. He is a steering committee member of Smart Africa, an international alliance established to accelerate sustainable socioeconomic development on the continent. He is a member of the EU-AU Digital Economy Task Force, which examines ways of cooperative engagement in the field of digital economy between Europe and Africa. In addition, he serves on the Digital Transformation Committee of the World Economic Forum WEF. Most recently he was nominated to the Egyptian AI Council to formulate and execute the country's AI vision strategy.  Mr. Zekry is a member of the Chartered Institute of Managerial Accountants in the UK, member of FITCH Quantitative Finance Institute in London, and Non-Executive-Director at NLB Banking Group in Central Europe, and a member of the Board of Telecom Egypt "WE." Under his leadership, London Business School (LBS) featured CIB's data transformation as a case study in 2018, making CIB the first Middle Eastern company to be analysed by the master's program for Advanced Analytics. Subsequently, Harvard Business School included the case study in its curriculum, and it became a reference for a number of international and academic research centres. Mr. Zekry was leading the team responsible for multiple prestigious awards and international recognition from global institutions such as Euromoney, Global Finance, International institute of Finance (IIF), Carnegie Mellon University distinguished quants practice award and Digital Awards 50-Silicon Valley. Mr. Zekry holds Doctorate in Financial mathematics and MBA from the University of Chicago- Booth Business School with a concentration in Advanced Financial Analytics and Corporate Economic Performance Management.

Ordinary General Assembly

15 March 2026

Item (11)

Proposed Remuneration for the Directors of the Board

 for the Fiscal Year 2026

The Board of Directors has approved to submit to the General Assembly the proposal of the Compensation Committee to pay an annual Board sitting fees to each Non-Executive Director a net amount of EGP 360,000 for the Fiscal Year 2026.

The matter is referred to the General Assembly for approval.

Ordinary General Assembly

15 March 2026

Item (12)

Appointment of the Bank's External Auditors

For the Fiscal Year 2026

And Approving their Fees

In accordance with Article No. 42 (bis) of the Bank's Statute, the Ordinary General Assembly appoints in its annual meeting two external auditors and determines their fees.

In light of the recommendation of the Bank's Audit Committee and as concurred by the Board of Directors, the General Assembly is kindly requested to approve the Bank's Auditors for the Fiscal Year 2026 to be "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 for a total proposed auditing fees of EGP 14.7mn (excluding VAT)  for auditing the Bank's annual and quarterly standalone and consolidated financial statements and issuing related reports.

Ordinary General Assembly

15 March 2026

Item (13)

Authorization to the Board of Directors

to Approve Donations in 2026

The approval of the General Assembly is kindly sought to authorize the Board of Directors to approve donations above EGP 1000 per recipient during the year 2026 in conformity with Article "101" of the Corporate Law No. 159 of 1981.

As for the Fiscal Year 2025 and in addition to the annual approved amount allocated by the General Assembly to the "Commercial International Bank Foundation" of 1.5% of the Bank's Net Profit to pursue the Foundation's philanthropy mission, the Board of Directors approved donations during the Fiscal Year 2025 as authorized by the General Assembly in 2025, as follows:

Ø EGP 30 million to the Fund for Honoring the Martyrs, Victims, Missing Persons, and Injured of War, Terrorist, and Security Operations, and their families.

Ø EGP 3 million to the development works of historic downtown Khedivial Cairo.

Ø EGP 2 million to Tahya Misr Fund (Abwab Elkher initiative).

Ordinary General Assembly

15 March 2026

Item (14)

Authorization to the Directors

To Assume Executive Roles in Other Companies

The approval of the Ordinary General Assembly is sought to authorize the 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.

http://www.rns-pdf.londonstockexchange.com/rns/6602T_1-2026-2-19.pdf