Askari Bank : AKBL | Askari Bank Limited Notice of 32nd Annual General Meeting

NOTICE OF THE 32ND ANNUAL GENERAL MEETING

Notice is hereby given that the 32nd Annual General Meeting (AGM) of the shareholders of Askari Bank Limited ("the Bank") will be held on Thursday, March 28, 2024 at 10:00 am at Kehkashan One Hall, Serena Hotel, Islamabad and through Zoom to transact the following business:

Ordinary Business:

1. To confirm the minutes of the 31st Annual General Meeting held on March 29, 2023.
2. To receive, consider and, if thought fit, adopt the Annual Audited Financial Statements (unconsolidated and consolidated), Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 of the Bank for the year ended December 31, 2023 together with Chairman's Review Report, Directors' Report and Auditors' Reports thereon.
3. To approve, as recommended by the Board of Directors, payment of cash dividend at Rs. 2.5/- per share, i.e., 25% for the financial year ended December 31, 2023.
4. To appoint statutory auditors of the Bank for the year ending December 31, 2024 and fix their remuneration. The present auditors of the Bank, M/s KPMG Taseer Hadi & Co., Chartered Accountants, being eligible, have offered themselves for re-appointment and the Board of Directors has recommended their appointment in its meeting held on February 21, 2024.

Special Business:

1. To consider and if thought fit, approve the increase in the Director's Remuneration for attending the meetings of the Board and Board's Committees and to pass the Ordinary Resolution, with or without any modifications, additions or deletions, as proposed in the Statement of Material Facts.
2. To consider and if thought fit, approve as recommended by the Board of Directors, the circulation of Bank's annual audited financial statements through QR enabled code and weblink as part of notice of Annual General Meeting and to pass the Ordinary Resolutions, with or without any modifications, additions or deletions, as proposed in the Statement of Material Facts.
   The Statement of Material Facts providing the information as required under Section 134 (3) of the Companies Act, 2017 is appended below.

Any Other Business:

7. To consider any other business as may be placed before the meeting, with the permission of the Chair.

By Order of the Board

Rawalpindi	Syed Ali Safdar Naqvi
March 7, 2024	BankAskariLimited
Company Secretary

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NOTICE OF THE 32ND ANNUAL GENERAL MEETING

Annual Report 2023

NOTES:

1. Shareholders interested in attending the AGM through electronic/virtual means, are hereby advised to get themselves registered with the Bank by providing their Name, Folio/ CDS Account Number, Number of Share held, Mobile Numbers (active) and Email address in their names with subject "Registration for 32nd AGM of AKBL" at [e-mail]. Zoom Link to join the 32nd AGM will be shared with only those shareholders from whom all required particulars, are received at the given email address at least 48 hours before the time of holding the AGM.
2. The Share Transfer books of the Bank will remain closed from March 22, 2024 to March 28, 2024 (both days inclusive). Transfers received at the Bank's Share Registrar Department, CDC Share Registrar Services Limited, Mezzanine Floor, South Tower, LSE Plaza, 19-Khayaban-e-Aiwan-e-Iqbal, Lahore and Share Transfer Office of the
   Bank at the close of the business hours on March 21, 2024 will be treated in time.
3. A member entitled to attend and vote at the meeting can appoint a proxy to attend and vote for him. No person shall act as a proxy, who is not a member of the Bank except that Government of Pakistan (GoP) or SBP or corporate entity may appoint a person who is not a member.
4. The instrument appointing a proxy should be signed by the member or his/her attorney duly authorized in writing. If the member is a corporate entity (other than GoP and SBP), certified true copy of the instrument authorizing the person to act as proxy shall be provided.
5. The instrument appointing a proxy, together with attested copy of Power of Attorney or Board Resolution, if any, under which it is signed or a certified copy should be deposited, with the

Company Secretary, Askari Bank Limited, 4th Floor, NPT Building, F-8 Markaz, Islamabad at least 48 hours before the time of holding the meeting.

1. If a member appoints more than one proxy, and more than one instrument of proxy is deposited by a member, all such instruments shall be treated invalid. The proxy form shall be witnessed by two persons whose names, addresses and Computerized National Identity Card (CNIC) numbers shall be mentioned on the form.
2. Copy of the CNIC or passport of the beneficial owners shall be furnished with the proxy form. The proxy shall produce their original CNIC or original passport at the time of attending the meeting.
3. In case of individual member, original CNIC or original passport while for the CDC account holder or sub-account holder and for the person whose securities are in group account and their registration details are uploaded as per the regulations, his / her authentication would be made by showing his / her original CNIC or original passport along with participant(s) ID Number and their account numbers. In case of GoP / SBP / corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted along with proxy form to the Bank.
4. The current prescribed rates for the deduction of withholding tax under Section 150 of the Income Tax Ordinance, 2001 for the payment of dividend paid by the Bank are as under:

a) For filers of income tax returns:

15 %

1. For non-filers of income tax returns: 30 %

The income tax is deducted from the payment of dividend according to the Active Tax-Payers List (ATL) provided on the website of FBR. All those members who are filers of income tax returns are

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therefore advised to ensure that their names are entered into ATL to enable the Bank to withhold income tax from payment of cash dividend @ 15% instead of 30%.

According to Federal Board of Revenue (FBR), withholding tax will be determined separately on 'Filer/Non-Filer' status of Principal Shareholder as well as Joint-Holder(s) based on their shareholding proportions in case of joint accounts held by the shareholders.

In this regard all Shareholders who hold shares jointly are requested to provide the shareholding proportions of Principal Shareholder and Joint- Holder(s) in respect of shares held by them to our Share Registrar M/s. CDC Share Registrar Services Limited in writing as follows:

		Principal Shareholder	Joint Shareholder
Folio/	Total	Name of	Shareholding	Name of	Shareholding	Signature
CDC	Shareholding	Shareholder	Proportion	Joint	Proportion
Account		& CNIC No.	(No. of	Shareholder	(No. of
No.			Shares)	& CNIC No.	shares)

The required information must reach to Share Registrar by March 21, 2024 otherwise it will be assumed that the shares are equally held.

Special Notes to the Shareholders

10. Submission of Copies of CNIC (Mandatory)

As per SECP directives the payment of dividend to the shareholders whose CNICs are not available with the Share Registrar are being withheld. All shareholders having physical shareholding are, therefore, advised to submit a photocopy of their valid CNICs to our Share Registrar. In case of non- receipt of information, the Bank will be constrained to withhold payment of dividend to shareholders.

A printed copy of notice in English & Urdu language for submission of photocopy of valid CNIC has been dispatched in DVD pack to all shareholders of the Bank whose photocopy of valid CNIC is not available with the Bank's Share Registrar.

11. Payment of Cash Dividend Electronically (e-Dividend)

Section 242 of Companies Act, 2017, requires that in case of a listed company, any dividend payable in cash shall only be paid through electronic mode directly into the bank account (International Bank Account Number-IBAN) designated by the entitled shareholders. Provision of IBAN for cash dividend payments is mandatory and in order to comply with this regulatory requirement of direct credit of dividend amount in shareholder's IBAN, shareholders are requested to provide relevant information to:

1. Their respective CDC Participant / CDC Investor Account Services (in case their shareholding is in Book Entry Form) OR
2. Share Registrar M/s. CDC Share Registrar Services Limited, Mezzanine Floor, South Tower, LSE Plaza, 19-Khayaban-e-Aiwan-e-Iqbal, Lahore (in case their shareholding is in Physical Form).

12. Unclaimed / Unpaid Dividend and Bonus Shares

Shareholders of the Bank are hereby informed that as per the record, there are many unclaimed/ uncollected / unpaid dividends and shares; details whereof are appearing on the Bank's website www.askaribank.com. As per the provisions of section 244 of the Companies Act, 2017, any shares issued or dividend declared by the Bank which have remained unclaimed/unpaid for a period of three years from the date on which it was due and payable, are required to be deposited with SECP to the credit of Federal Government after issuance of notices to the shareholders to file their claim. Shareholders are requested to ensure that their claims for unclaimed dividend and shares are lodged promptly. In case, no claim is lodged, the Bank shall proceed to deposit the unclaimed/unpaid amount and shares with the Federal Government pursuant to the provision of Section 244(2) of Companies Act, 2017.

Askari Bank Limited

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NOTICE OF THE 32ND ANNUAL GENERAL MEETING

1. Transmission of Audited Financial Statements & Notices to Shareholders through email (Optional) or CD/DVD/USB
   Annual Audited Financial Statements of the Bank for the financial year ended December 31, 2023 have been placed on the Bank's website i.e., www. askaribank.com.
   In line with shareholders' approval accorded in 25th AGM of the Bank held on March 31, 2017, DVDs have been dispatched to all shareholders. In addition, hard copies of Annual Report 2023 have also been dispatched to Shareholders as per their demand.
2. Consent for Video Conference Facility

Accordingly, all shareholders of the Bank having physical folios/share certificates are requested to convert their shares into book-entry form at the earliest. Maintaining shares in book-entry form will make the process of share handling more efficient and risk-free. Further, this will facilitate shareholders in safe custody of shares with the CDC, instant credit of entitlements (bonus shares and rights share), eliminate the risk of loss; and readily available for sale/purchase in the open market etc. The shareholders may contact the Share Registrar of the Bank at address, M/s. CDC Share Registrar Services Limited, Mezzanine Floor, South Tower, LSE Plaza, 19-Khayaban-e-Aiwan-e- Iqbal, Lahore.

Annual Report 2023

Pursuant to Section 132 (2) of the Companies Act, 2017, shareholders may avail video conference facility to attend 32nd AGM provided the Bank receives consent from the shareholders holding aggregate 10% or more shareholding at least seven days prior to the date of the meeting. Please fill the following form and submit its signed copy to the Company Secretary, Askari Bank Limited, 4th Floor, NPT Building, F-8 Markaz, Islamabad or email signed form at [e-mail]:

I/We, ---------------- of -------------------- being a

Member of Askari Bank Limited, holder of -------

• Ordinary Share(s) as per Registered Folio No/ CDC Sub-AccountNo.----------- hereby opt for video conference facility at -------------------.

_____________________

Signature of Member

15. Deposit of Physical Shares into Central Depository System

As per Section 72 of the Companies Act, 2017, all listed Companies are required to replace shares issued by them in physical form to book-entry form within four years of the promulgation of the Act.

1. Change of Address / Particulars
   Shareholders having physical shares are requested to immediately notify any change in their addresses to the Bank's Shares Registrar, M/s. CDC Share Registrar Services Limited, Mezzanine Floor, South Tower, LSE Plaza, 19-Khayaban-e-Aiwan-e- Iqbal, Lahore. Whereas, CDC account holders are requested to please contact their respective CDC Participant/Broker/ Investor Account Services. To facilitate the shareholders, a Form for Change of Particulars of Shareholders has been made available on the website of the Bank.
2. Zakat Declaration (CZ-50)

Zakat will be deducted from the dividends at source at the rate of 2.5 % of the paid-up value of the share (Rs. 10/- each) and will be deposited within the prescribed period with the relevant authority. In case of claiming exemption, please submit your Zakat Declarations under Zakat and Ushr Ordinance, 1980 and Rule 4 of Zakat (Deduction and Refund) Rules, 1981, CZ-50 Form to the Share Registrar mentioning Askari Bank's name and respective Folio and CDC Account Nos.

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18. Postal Ballot/E-voting

In accordance with the Companies (Postal Ballot) Regulations, 2018, Section 143 and 144 of the Companies Act 2017 and under Postal Ballot Regulation, 2018 latest amendments circulated through SRO dated December 05, 2022, SECP has directed all listed companies for the purpose of Polling on Special Business, shareholders will be allowed to exercise their right to vote through postal ballot i.e. by post or e-voting, in the manner and subject to the conditions contained in the aforesaid regulations.

Procedure for E-Voting:

1. Details of the e-voting facility will be shared through an e-mail with those members of the Bank who have their valid CNIC numbers, cell numbers and e-mail addresses available in the register of members of the Bank by the close of business on Thursday, March 21, 2024.
2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
3. Identity of the Members intending to cast votes through e-voting shall be authenticated through electronic signature or authentication for login.
4. E-Votinglines will start from March 25, 2024

at 09:00 am and shall close on March 27, 2024 at 5:00 pm. Members can cast their votes at any time during this period. Once the vote is cast by a Member, he / she shall not be allowed to change it subsequently.

Procedure for voting through Postal Ballot

The members shall ensure that duly filled and signed ballot paper, along with copy of

Computerized National Identity Card (CNIC), should reach the Company Secretary through post at 4th Floor, NPT Building, F-8 Markaz, Islamabad or email at [e-mail] by or before Wednesday, March 27, 2024 during working hours. The signature on the ballot paper shall match the signature on CNIC. The Postal Ballot paper is also available for download from the website of AKBL at www.askaribank.com or use the same as attached to this notice or published in newspapers.

Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman shall be the deciding authority.

Statement under Section 134(3) of the Companies Act, 2017 in respect of Special Business

The following statements sets out the material facts pertaining to the special business to be transacted in the 32nd Annual General Meeting of the Bank to be held on Thursday, March 28, 2024:

Item No. 5 of the Notice - Increase in Directors' Remuneration

The Board of Directors, on the recommendations of Board Human Resource & Remuneration Committee (BHR&RC) has decided to increase the Director's Remuneration from Rs. 300,000/- to Rs. 400,000 per meeting for Non-executive and Independent Directors for attending the meetings of the Board and Board's Committees along with an additional remuneration of Rs. 80,000/- to the Chairman of the Board and Board's Committees w.e.f. August 01, 2023. The decision to increase the remuneration has been made to compensate for the time and efforts required to discharge director's obligations and to value their skills and expertise in managing the affairs of the Board and Board's Committees. The increase in remuneration is well within the limits prescribed under SBP guidelines. In term of the "Board Remuneration Policy", the payments and increase in the director's remuneration is being presented to the

Askari Bank Limited

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NOTICE OF THE 32ND ANNUAL GENERAL MEETING

Annual Report 2023

Shareholders of the Bank for their approval.

In order to give effect to the aforesaid, if thought fit, pass the following resolution as Ordinary Resolution with or without any modifications, additions or deletions:

"Resolved that the director's remuneration for attending meetings of the Board and Board's Committees, be and is hereby increased to Rs. 400,000/- per meeting for Non-Executive and Independent Directors along with an additional remuneration of Rs. 80,000/- to the Chairman of the Board and Board's Committees w.e.f. August 01, 2023 be and is hereby approved."

Item No. 6 of the Notice - Circulation of Bank's Annual Audited Financial Statements through QR enabled Code and Weblink as part of Notice of Annual General Meeting

The SECP, vide its SRO 389 (1) / 2023 dated March 21, 2023, has allowed listed companies to circulate the Annual Audited Financial Statements to their members through QR enabled code and web-link (instead of DVDs), subject to approval of the shareholders in the general meeting.

In order to give effect to the aforesaid, if thought fit, pass the following resolutions as Ordinary Resolutions with or without any modifications, additions or deletions:

"RESOLVED THAT, the consent and approval of the members of Askari Bank Limited ("the Bank") be and is hereby accorded and the Bank be and is hereby authorized to circulate annual audited financial statements to its members through QR enabled code and weblink as part of the notice of Annual General Meeting.

FURTHER RESOLVED THAT the Bank be and is hereby authorized to discontinue the circulation of annual audited financial statements through CD / DVD / USB.

FURTHER RESOLVED THAT the President & Chief Executive Officer and Company Secretary of the Bank be

and are hereby authorized and empowered either singly or jointly to give effect to above resolutions and to do or cause to be done all acts, deeds and things that may be necessary or required to circulate annual audited financial statements to its members through QR enabled code and weblink as part of the notice of Annual General Meeting."

The present Directors are interested in the Special Business to the extent of increase in their remuneration.

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ASKARI BANK LIMITED

BALLOT PAPER FOR VOTING THROUGH POST FOR THE SPECIAL BUSINESS AT THE 32ND ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, MARCH 28, 2024 AT 10:00 AM AT KEHKASHAN ONE HALL, SERENA HOTEL, ISLAMABAD

Website:www.askaribank.com

Folio / CDS Account Number

Name of Shareholder / Proxy Holder

Registered Address

Number of shares Held

CNIC / Passport No. (in case of foreigner) (copy to be attached)

Additional information and enclosures (in case of representative of body corporate, corporation, and federal Government)

Name of Authorized Signatory

CNIC / Passport No. (in case of foreigner) of Authorized Signatory (copy to be attached)

Special Business

Agenda Item No. 5

To consider and if thought fit, approve the increase in the Director's Remuneration for attending the meetings of the Board and Board's Committees and to pass the Ordinary Resolution, with or without any modifications, additions or deletions, as proposed in the Statement of Material Facts.

Agenda Item No. 6

To consider and if thought fit, approve as recommended by the Board of Directors, the circulation of Bank's annual audited financial statements through QR enabled code and weblink as part of notice of Annual General Meeting and to pass the Ordinary Resolution, with or without any modifications, additions or deletions, as proposed in the Statement of Material Facts.

Instructions For Poll

1. Please indicate your vote by ticking (√) the relevant box.
2. In case if both the boxes are marked as (√), your Ballot Paper shall be treated as "Rejected".

Askari Bank Limited

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I/We hereby exercise my/our vote in respect of the above resolutions through ballot by conveying my/our assent or

dissent to the resolutions by placing tick (√) mark in the appropriate box below;

Resolutions

I/We assent to the Resolutions (For)

I/We assent to the Resolutions (AGAINST)

Ordinary Resolution

Ordinary Resolutions

NOTES:

1. Duly filled ballot paper should be sent to the Company Secretary, Askari Bank Limited, at 4th Floor, NPT Building, F-8 Markaz, Islamabad or email at [e-mail].
2. Copy of CNIC / Passport (in case of foreigner) should be enclosed with the postal ballot form.
3. Ballot paper should reach the Company Secretary within business hours by or before Wednesday March 27, 2024. Any postal ballot received after this date, will not be considered for voting.
4. Signature on ballot paper should match with signature on CNIC / Passport (In case of foreigner).
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
6. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution / Power of Attorney / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In case of foreign body corporate etc. all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member ballot paper form has also been placed on the website of the Bank at www.askaribank.com.
7. Ballot Paper Form has also been placed on the website of the Bank at www.askaribank.com. Members may download the ballot paper form from the website or use an original/photocopy published in newspapers.

___________________________________

Shareholder / Proxy Holder Signature / Authorized Signatory

Dated: ____________________________

Annual Report 2023

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