Bank of Khyber : Transmission of Annual Report for the year ended December 31, 2023

Contents

Vision & Mission	2	Statement of	40
Corporate Information	4	Financial Position
Profit and Loss Account	41
Notice of 32nd Annual
6	Statement of
General Meeting	42
Chairman's Review	10	Comprehensive Income
Statement of Changes in Equity	43
Directors' Report
11	Cash Flow Statement	44
to the Shareholders
Statement on	19	Notes to the	45
Internal Controls	Financial Statements
Annual Report of	21	List of Branches	141
Shariah Board	List of Foreign
	28	148
Pattern of Shareholding	Correspondent Banks
Category of Shareholders	29	Form of Proxy
Statement of Compliance	30
Independent Auditor's
Review Report on Statement	33
of Compliance
Independent Auditor's Report	34

Vision

To become a Leading Bank providing efficient and dynamic services in both Islamic and Conventional banking through expanded nationwide network.

Mission

To increase shareholders' value and provide excellent service and innovative products to customers through effective corporate governance, friendly work environment and contributing towards an equitable socio- economic growth.

Corporate Information

Board of Directors

Syed Imtiaz Hussain Shah	Chairman /
	Non-Executive Director
Amer Sultan Tareen	Non-Executive Director
Dr. Aliya Hashmi Khan	Independent Director
Syed Asad Ali Shah	Independent Director
Tahir Jawaid	Independent Director
Abid Sattar	Independent Director
Osman Asghar Khan	Independent Director

Managing Director / CEO

Muhammad Ali Gulfaraz*

Shariah Board

Mufti Muhammad Zahid	Chairman Shariah
	Board
Mufti Muhammad Arif Khan	Member Shariah Board
Mufti Abdul Wahab	Member Shariah Board
Qazi Abdul Samad	Resident Shariah Board
	Member (RSBM)

Board Audit Committee

Syed Asad Ali Shah	Chairman
Amer Sultan Tareen	Member
Abid Sattar	Member
Dr. Aliya Hashmi Khan	Member
Osman Asghar Khan	Member

Board Human Resource & Remuneration Committee

Dr. Aliya Hashmi Khan	Chairperson
Tahir Jawaid	Member
Abid Sattar	Member

Board Risk Management Committee

Abid Sattar	Chairman
Amer Sultan Tareen	Member
Dr. Aliya Hashmi Khan	Member
Muhammad Ali Gulfaraz	Member

*Mr. Muhammad Ali Gulfaraz resigned as Managing Director of the Bank with effect from January 3, 2024 and Mr. Irfan Saleem Awan has been appointed as Managing Director (Acting)

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Board I.T Steering Committee

Abid Sattar	Chairman
Tahir Jawaid	Member
Muhammad Ali Gulfaraz	Member
Osman Asghar Khan	Member

Board Compliance Committee

Tahir Jawaid	Chairman
Abid Sattar	Member
Muhammad Ali Gulfaraz	Member

Chief Financial Officer

Irfan Saleem Awan

Company Secretary

Sara Shah

Registered Office / Head Office

The Bank of Khyber

24 - The Mall, Peshawar Cantt. UAN# 00-92-91-111 95 95 95 URL: www.bok.com.pk

Auditors

M/s PwC A.F. Ferguson & Co.

Chartered Accountants

Legal Advisors

M/s. Mohsin Tayebaly & Co., Karachi

Registrar and Share

Registration Office

THK Associates (Pvt) Ltd.

Plot # 32-C, Jami Commercial Street 2

D.H.A, Phase-VII,

Karachi-75500

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ANNUAL 2023

REPORT

Notice of Thirty Third

Annual General Meeting

Notice is hereby given that the Thirty Third Annual General Meeting of the Shareholders of the Bank of Khyber will be held on Friday, March 29, 2024 at 10:00 a.m. at the Bank of Khyber, Head Office, BOK Tower, Peshawar to transact the following business:

Ordinary Business

1. To confirm the minutes of Thirty Second Annual General Meeting held on March 30, 2023.
2. To receive, consider and adopt the Audited Accounts of the Bank for the year ended December 31, 2023, together with the Directors' and Auditors' Reports thereon. Further, the shareholders will be briefed by highlighting the performance of the bank and future endeavors.
3. To appoint Auditors for the year ending December 31, 2024 and fix their remuneration. The bank's auditors M/s. PwC A.F. Ferguson & Co., Chartered Accountants, retired and being eligible, offer themselves for re-appointment.
4. To Consider, and if thought fit, approve as recommended by the Board of Directors, final Cash Dividend for the year 2023 @ Rupees 1.50 per share i.e. 15% to the shareholders of the Bank.

Special Business

1. To consider, and if though fit, approve as recommended by the Board of Directors, issuance of Bonus Shares for the year 2023 in proportion of 5 ordinary shares for every 100 ordinary shares i.e. 5% to the shareholders of the Bank.
2. To grant approval for increase in fee to the Chairman / Non-Executive Directors / Independent Directors for attending the Board and Board Committees / Special Committees meetings.
3. To consider and, if thought fit, to pass following Resolutions as Ordinary Resolutions, with or without amendments, modifications and/or alterations, to approve circulation of the annual balance sheet and profit and loss account, auditor's report and directors' report, etc. ("annual audited financial statements") to its members through QR enabled code and web link as recommended by the Board of Directors of the Bank of Khyber.

Other Business

8. Any other business with the permission of the Chair.

Statement of Material Facts under Section 134 (3) of the Companies Act, 2017 relating to said Special Business is given hereunder.

By Order of the Board

	Sara Shah
Peshawar: March 08, 2024	Company Secretary

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Notes:

1. Share Transfer Books of the Bank will remain closed from Saturday, March 23, 2024 to Friday, March 29, 2024 (both days inclusive) to determine the names of members entitled to receive pay outs, if any, and attend and vote in the meeting.
   Transfers received in order at the office of our Share Registrar, M/s. THK Associates (Pvt.) Limited, located at Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase-VII,Karachi-75500 by the close of business on Friday, March 22, 2024 will be treated in time for the said purpose.
2. All members are entitled to attend and vote at the meeting.
3. A member entitled to attend and vote at the meeting, is entitled to appoint another member as a proxy to attend, speak and vote for him/her. The proxy appointed should be a member of the Bank of Khyber.
4. The instrument of proxy applicable for the meeting is being provided with the notice sent to the members. Further copies of the instrument of proxy, if required, may be obtained from the Registered Office of the Bank during normal office hours.
5. The instrument of proxy and a Power of Attorney or other authority (if any) under which it is signed, or notarized copy

of such Power of Attorney must be valid and deposited at the Registered Office of the Bank not less than 48 hours before the time of the meeting.

1. In case of Proxy for an individual beneficial owner of CDC, attested copies of beneficial owner's CNIC or passport, Account and Participant's I.D. numbers must be deposited along with the Form of Proxy. In case of Proxy for corporate members, he/she should bring the usual documents required for such purpose.

In case of corporate entity, the resolution of Board of Directors

1. / Power of Attorney with specimen signature of the nominee shall be produced along with the proxy form at the time of attending the meeting.

2. The proxy shall produce his / her original CNIC or passport at the time of the meeting.
3. Members are requested to immediately communicate changes in their registered addresses, if any, to the Bank's Shares Registrar before start of the book closure period.
4. Form of Proxy, if required, should be signed on Rs.10/- Revenue Stamp.

For Shareholders' Attention

Transmission of Annual Report 2023

In accordance with the Shareholders' approval accorded in 29th Annual General Meeting held on March 27, 2020, USBs have been dispatched to shareholders at their registered addresses available with the Shares Registrar. However, the Bank would provide hard copies of the Annual Report to the shareholders on their demand at their registered addresses, free of cost, within one week of such request.

Payment of Cash Dividend Electronically (e-Dividend) / Dividend Mandate

As per Companies Act, 2017 and Companies (Distribution of Dividends) Regulation 2017, any dividend payable in cash by a listed company shall ONLY be paid through electronic mode directly into the bank account of the entitled shareholder(s) which must be in their own name. In this regard, the Bank had already sent letters & Bank Mandate Forms to the shareholders and issued various notices through publication in newspapers requesting the shareholders to comply with the requirement of providing Bank Mandate urgently.

Under the provisions of the said laws, the Bank is required to withhold cash dividend payment of those shareholders whose dividend mandate information and/or CNIC detail is not available at the time of payment of cash dividend.

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ANNUAL 2023

REPORT

Notice of Thirty Third Annual General Meeting

All the shareholders are hereby once again requested to provide the Bank Mandate details including International Bank Account Number (IBAN) immediately along with a copy of valid CNIC, if not provided earlier to their respective Participants / Brokers (if shares are held electronically) or to the Share Registrar (if shares are held in physical form) for credit of cash dividends directly into their designated bank accounts through electronic modes.

In case of non-provision of Bank Mandate & copy of valid CNIC, cash dividend(s) will be withheld according to SECP directives. For providing the Bank Mandate details to CDC / Share Registrar, the IBAN Form may be downloaded from the Bank's website under Investor Relations.

Deduction of Withholding Tax

Please note that withholding tax will be deducted on the basis of latest "Active Taxpayers List" (ATL) available at FBR website as per following rates:

1. Persons appearing in ATL:	15%
2. Persons not appearing in ATL:	30%

Further, in respect of joint shareholders, tax will be deducted as per their respective ratio / share (if any) intimated by the shareholder to the Bank's Share Registrar, otherwise their shareholding will be treated as equal.

Valid Tax Exemption Certificate is required for claim of Exemption u/s 150 of the Income Tax Ordinance, 2001.

Unclaimed / Unpaid Dividends and Share Certificates

Shareholders are once again requested that who have not yet received / collected their previous dividends / physical shares to contact our Share Registrar for the needful.

Deposit / Conversion of Physical Shares into Book Entry Form

In accordance with Sub Section 2 of Section 72 of the Companies Act, 2017, Companies are required "to replace its physical shares with book entry form" in the manner specified by the Commission.

To enable compliance with the requirement, we request the shareholders to kindly convert shares held in Physical Form into Book Entry Form as soon as possible. The shareholders may contact a Broker, a PSX Member, CDC Participant or CDC Investor Account Service to obtain assistance for opening a CDS Account and subsequent induction of the physical shares into Book Entry Form.

For further information or clarification, please feel free to contact THK Associates (Pvt) Ltd. on Tel # [phone] or email at [e-mail]

Video Conference Facility for Attending General Meetings

If the Bank receives consent from members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference at least 07 days prior to the date of the meeting, the Bank will arrange video conference facility in that city subject to availability of such facility in that city. To avail this facility a written request to be submitted to the registered address of the Bank at least 07 days prior to holding of the Annual General Meeting.

Statement of Material Facts under Section 134

(3) of the Companies Act, 2017

This statement sets out the material facts concerning the Special Business at item No.5 and 6 of the notice to be transacted at the Annual General Meeting of the Bank to be held on March 29, 2024.

Item No. 5

Issue of Bonus Shares

The Board of Directors in its meeting held on March 07, 2024 has recommended issuance of Bonus Shares for the year 2023 in proportion of 5 ordinary shares for every 100 shares i.e. 5% to the shareholders of the Bank.

An amount to the extent of 5% will be appropriated from the free reserves for issuance of Bonus shares to the shareholders as per approved proportion.

These Bonus shares shall rank pari passu in all respects with the existing ordinary shares of the Bank.

These Bonus Shares will be issued to those members whose names appear in the register of members as at the close of business on March 22, 2024 and that the shares so issued be treated for all purpose as an increase in the paid-up capital of the Bank.

Item No. 6

To grant approval for increase in fee to the Chairman / Non- Executive Directors/Independent Directors for attending the Board and Board Committees / Special Committees meetings.

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