Commercial International Bank (Egypt) S.A.E

This document relating to Commercial International Bank (Egypt) S.A.E. (the “Bank” or the “Issuer”) comprises a prospectus (the “Prospectus”) for the purposes of Article 5 of EU Directive 2003/71/EC, as amended (the “Prospectus Directive”). This document has been approved as a Prospectus by the Financial Conduct Authority (the “FCA”) under section 87A of the Financial Services and Markets Act 2000 (the “FSMA”). Prospective GDR holders should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Bank. Without prejudice to any obligation of the Bank to publish a supplementary prospectus pursuant to section 87G of the FSMA or paragraph 3.4 of the Prospectus Rules made under section 73A of the FSMA, the publication of this document does not, under any circumstances, create any implication that there has been no change in the affairs of the Bank since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. COMMERCIAL INTERNATIONAL BANK (EGYPT) S.A.E. (incorporated in the Arab Republic of Egypt with the Commercial Register Office for Investment-Giza Governorate, № 69826) LISTING AND ADMISSION TO THE OFFICIAL LIST AND TO TRADING ON THE LONDON STOCK EXCHANGE OF UP TO 500,000,000 ADDITIONAL GLOBAL DEPOSITARY RECEIPTS There are currently admitted to listing on the official list (the “Official List”) of the UK Financial Conduct Authority (the “FCA”) and to trading on the regulated market for listed securities (the “Regulated Market”) of the London Stock Exchange plc (the “London Stock Exchange”), which is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive), 180,000,000 global depositary receipts (the “Existing GDRs” and, together with the Additional GDRs (as defined below), the “GDRs”) representing interests in ordinary shares of the Issuer (“Shares” and, together with the GDRs, the “Securities”). This Prospectus relates only to an application (the “Application”) to list on the Official List and admit to trading on the regulated market of the London Stock Exchange up to 500,000,000 additional GDRs (the “Additional GDRs”). Application will be made (1) to the FCA, in its capacity as competent authority under FSMA, for up to 500,000,000 Additional GDRs, either currently issued or to be issued from time-to-time against the deposit of Shares (to the extent permitted by law) with a custodian acting on behalf of The Bank of New York Mellon, as depositary (the “Depositary”), to be admitted to the Official List, bringing the total number of GDRs listed by the Issuer to up to 680,000,000 GDRs; and (2) to the London Stock Exchange for the Additional GDRs to be admitted to trading on the Regulated Market. The Existing GDRs are currently, and the Additional GDRs upon approval by the UK Listing Authority (the “UKLA”) and the London Stock Exchange will be, admitted to trading on the Regulated Market on the International Order Book under the symbol “CBKD”. Admission of the Additional GDRs to the Official List and unconditional trading on the London Stock Exchange (“Admission”) is expected to take place on or about 4 July 2014. This Prospectus relates only to the Application and does not constitute an offer of, or the solicitation of an offer to subscribe for or levy, any GDRs or other Securities to any person in any jurisdiction. The Issuer is not offering any GDRs or other Securities in connection with Admission. Additional GDRs will be issued pursuant to a deposit agreement dated 30 July 1996, as most recently amended and restated on 1 July 2014 (the “Deposit Agreement”) between the Issuer and the Depositary. The Deposit Agreement provides for the issuance of GDRs both outside the United States to certain persons in offshore transaction in reliance on Regulation S (the “Regulation S GDRs”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in the United States to qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act (the “Rule 144A GDRs”). Neither the GDRs nor the Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The GDRs involve certain risks. See “Risk Factors” for a discussion of certain factors that should be considered in connection with the GDRs. GDRs may be delivered through Euroclear Bank SA/NV, as operator of the Euroclear System, (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream”), and The Depository Trust Company (“DTC”). The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) № 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the “CRA Regulation”), as having been issued by Fitch Ratings Ltd. (“Fitch”), Moody’s Investors Service Limited (“Moody’s”) and Standard & Poor’s Credit Market Services Europe Limited (“S&P”). Each of Fitch, Moody’s and S&P is established in the European Union and is registered under the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The date of this Prospectus is 1 July 2014. TABLE OF CONTENTS Page SUMMARY ............................................................................................................................................................... 1 RISK FACTORS ...................................................................................................................................................... 13 IMPORTANT INFORMATION............................................................................................................................... 24 DIVIDEND POLICY............................................................................................................................................... 28 CAPITALISATION AND LONG-TERM INDEBTEDNESS ................................................................................. 29 SELECTED FINANCIAL INFORMATION OF THE BANK ................................................................................30 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................................................................................................................. 34 SELECTED STATISTICAL AND OTHER DATA.................................................................................................. 53 ASSET, LIABILITY AND RISK MANAGEMENT ............................................................................................... 72 BUSINESS............................................................................................................................................................... 79 THE ARAB REPUBLIC OF EGYPT...................................................................................................................... 95 THE BANKING SECTOR IN EGYPT.................................................................................................................... 98 MANAGEMENT AND CORPORATE GOVERNANCE ..................................................................................... 102 PRINCIPAL SHAREHOLDERS ........................................................................................................................... 108 DESCRIPTION OF THE SHARE CAPITAL OF THE BANK AND CERTAIN REQUIREMENTS OF EGYPTIAN LEGISLATION......................................................................................................................... 109 TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS.................................................... 115 SUMMARY OF PROVISIONS RELATING TO THE GDRs WHILE IN MASTER FORM............................... 133 TAXATION............................................................................................................................................................ 135 TRANSFER RESTRICTIONS ON THE GDRs.................................................................................................... 144 DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THE GLOBAL DEPOSITARY RECEIPTS........................................................................................................... 147 CLEARING AND SETTLEMENT........................................................................................................................ 151 INDEPENDENT AUDITORS ............................................................................................................................... 154 ADDITIONAL INFORMATION........................................................................................................................... 155 INDEX TO THE FINANCIAL STATEMENTS .....................................................................................................F-1 i SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. As some Elements are not

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