Notice of Annual General Meeting

Notice is hereby given that the Twenty-ninth Annual General Meeting of Bank AL Habib Limited will be held
at the Registered Office of the Bank located at 126-C, Old Bahawalpur Road, Multan, on Wednesday, March
25, 2020 at 10:30 a.m. to transact the following business:
1. To receive and adopt the Audited Annual Accounts and Consolidated Accounts of the Bank for the
year ended December 31, 2019 together with the Reports of Chairman, Directors and Auditors.
2. To consider and approve payment of cash dividend @ 35%, i.e., Rs. 3.50 per share of Rs. 10/- each
for the year ended December 31, 2019 as recommended by the Board of Directors.
3. To appoint auditors for the year 2020 and to fix their remuneration. EY Ford Rhodes, Chartered
Accountants, being eligible, offer themselves for re-appointment.
4. To consider any other business of the Bank with the permission of the Chair.
Special Business
5. To consider and approve acquisition of remaining 70% of the issued and paid-up share capital of
Habib Asset Management Limited (“HAML”) (in addition to our existing 30% shareholding) from its
existing shareholders at a price of Rs. 7.25 per share, amounting to Rs. 152,250,000 to become Bank’s
wholly owned subsidiary, and to inject additional equity amounting up to Rs. 450,000,000 into HAML
in order for HAML to meet the minimum capital requirements prescribed by the Securities & Exchange
Commission of Pakistan and to further support the business operations of HAML.
6. To consider and approve “Policy and Procedure for Fixing Remuneration of Directors” for attending
Board Meeting and Sub-Committee Meeting of the Board.
7. To consider and approve amendment in Article No. 106 of Articles of Association of the Bank related
to “Remuneration of Directors”.
8. To consider and approve the remuneration payable to the Executive Director of the Bank.
For Item Nos. 5, 6, 7 & 8 a statement under Section 134(3) of the Companies Act, 2017 is annexed.
By order of the Board

MOHAMMAD TAQI LAKHANI

Karachi: March 4, 2020 Company Secretary
Notes:
1. The share transfer book of the Bank will remain closed from March 16, 2020 to March 25, 2020 (both
days inclusive). Transfers received in order at the office of our Share Registrar, CDC Share Registrar
Services Limited, located at CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi
– 74400, by the close of business on March 13, 2020 will be treated in time for payment of cash
dividend (subject to approval of the members). Members are requested to promptly communicate any
change in their addresses to our above-mentioned Share Registrar.

2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend, speak and
vote on his / her behalf. A proxy (except for a corporation) must be a member of the Bank. Proxy form,
in order to be effective, must be received at the Registered Office of the Bank located at 126-C, Old
Bahawalpur Road, Multan, duly stamped and signed not less than 48 hours before the time of the
meeting.

130
3. The CDC account/sub account holders are requested to bring with them their original Computerized
National Identity Cards (CNICs) / Passport along with participant(s) ID Number and their account
numbers at the time of attending the Annual General Meeting in order to facilitate identification of the
respective shareholders. The proxy shall also produce his/her original CNIC or Passport at the time
of the meeting. In case of a corporate entity, the Board of Directors’ Resolution/Power of Attorney
with specimen signatures shall be submitted along with Proxy Form in the Bank.
4. Payment of Cash Dividend through Electronic Mode
Under the provision of Section 242 of Companies Act, 2017 and Companies (Distribution of
Dividends) Regulations, 2017, it is mandatory for a listed company to pay cash dividend to their
shareholders only through electronic mode directly into the bank account designated by the entitled
shareholders instead of issuing physical dividend warrants.
In order to receive cash dividend directly into the designated bank account, members are requested
to fill and sign the “E-Dividend Bank Mandate Form” available on the Bank’s website link,
https://www.bankalhabib.com/downloads/E-Dividend-Bank-Mandate-Form.pdf, and send to the
relevant Participants / Investor Account Services of the CDC/Share Registrar of the Bank (as the
case may be) latest by March 13, 2020 along with a copy of their valid CNICs. The aforesaid form is
also available in the Annual Report of the Bank.
In case of non-receipt or incorrect International Bank Account Number (IBAN) with other related
details or non-availability of valid CNICs, the Bank will withhold cash dividend of such members.
5. The Government of Pakistan through Finance Act, 2019 has made certain amendments in Section
150 of the Income Tax Ordinance, 2001 whereby different rates are prescribed for deduction of
withholding tax on the amount of cash dividend paid by the companies/banks. These tax rates are as
follows:
(a) For filers of income tax returns 15%
(b) For non-filers of income tax returns 30%
To enable the Bank to make tax deduction on the amount of cash dividend @ 15% instead of 30% all
the shareholders whose names are not entered into the Active Tax-payers List (ATL) provided on the
website of Federal Board of Revenue (FBR), despite the fact that they are filers, are advised to make
sure that their names are entered into ATL before the date of payment of cash dividend i.e., March
25, 2020; otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.
According to FBR, withholding tax will be determined separately on ‘Filer/Non-Filer’ status of principal
shareholder as well as joint-shareholder(s) based on their shareholding proportions, in case of joint
accounts. Members that hold shares with joint-shareholder(s) are requested to provide shareholding
proportions of principal shareholder and joint-shareholder(s) in respect of shares held by them to the
Bank’s Share Registrar in writing in the following format.

Principal Shareholder Joint-Shareholder(s)

Bank Folio/CDC Total Name Shareholding Name Shareholding

Name Account Shares and Proportion and Proportion
No. CNIC (No. of Shares) CNIC (No. of Shares)

In case the required information is not provided to our Share Registrar latest by March 13, 2020, it
will be assumed that the shares are equally held by them.

In case of corporate entity, withholding tax exemption from dividend income shall only be allowed if
copy of valid tax exemption certificate is made available to our Share Registrar latest by March 13,
2020.
131
 As per instructions of Securities & Exchange Commission of Pakistan (SECP) and Central
Depository Company of Pakistan (CDC) circular No. 6 of 2018, the shareholders are hereby informed
that the CDC has developed Centralized Cash Dividend Register (CCDR) on eServices Web Portal
which contains details of cash dividend such as either paid or unpaid, withheld by the Bank, total
amount of cash dividend, tax and zakat deductions and net amount credited into designated bank
account of shareholders. The shareholders are requested to register themselves to CDC's eServices
Portal link, https://eservices.cdcaccess.com.pk to obtain the aforesaid information.
6. Audited Financial Statements through e-mail
SECP through its Notification SRO 787(I)/2014 dated September 8, 2014 has allowed the circulation
of Audited Financial Statements along with Notice of Annual General Meeting to the members
through e-mail. Soft copies of Annual Report 2019 including Audited Financial Statements and Notice
of Annual General Meeting are being e-mailed to the members who have provided their e-mail
addresses for the said purpose. Other members of the Bank who wish to receive soft copy of Annual
Report are requested to send their e-mail addresses to our Share Registrar through consent form.
The said consent form for electronic transmission can be downloaded from the Bank’s website link,
https://www.bankalhabib.com/reports Audited Financial Statements and reports are being placed on
the aforesaid link.
Members are also requested to intimate change (if any) in their registered e-mail addresses to our
Share Registrar for the above-mentioned purpose.
7. Consent for video-link facility
For this Annual General Meeting, under following conditions, Members can also avail video-link
facility at Karachi.
If the Bank receives consent from members holding at least 10% shareholding residing at a
geographical location, to participate in the meeting through video-link facility at least 7 days prior to
the date of meeting, the Bank will arrange video-link facility in that city. The Bank shall arrange the
aforesaid facility for such members prior to the date of the meeting to participate through video-link
facility, and will intimate them regarding venue before the date of general meeting.
In this regard, members who wish to participate through video-link facility at Karachi should send a
duly signed request as per the following format to the registered address of the Bank at least 7 days
before the date of general meeting.

I/We, ________________________ of __________________________ being a member of

Bank AL Habib Limited, holder of ______________ ordinary share(s) as per register Folio

No./ CDC Sub-Account No.:___________ hereby opt for video - link facility at Karachi.

__________________
Signature of Member

132
 Statement under Section 134(3) of the Companies Act, 2017

The statement is annexed to the Notice of the 29th Annual General Meeting of Bank AL Habib Limited at
which certain special businesses are to be transacted. The purpose of this statement is to set forth the
material facts concerning such special businesses.

Item No. 5 of the Agenda

Information Required Under Companies (Investment in Associated Companies or Associated

Undertakings) Regulations, 2017 are Provided Below:

SR No. DESCRIPTION INFORMATION REQUIRED

(a) Disclosures for all types of investments
(A) Regarding Associated Company or Associated Undertaking:
(i) Name of the associated Habib Asset Management Limited (HAML)
company or associated
undertaking

(ii) Basis of relationship Associated Company by virtue of 30% shareholding

of the Bank in HAML.

(iii) Earnings / (Loss) per share Loss per share:

for the last three years June 30, 2019: (2.01)
June 30, 2018: (1.89)
June 30, 2017: (0.94)
(iv) Break-up value per share, June 30, 2019 6.24
based on latest audited
financial statements

(v) Financial position, including June June

main items of statement of 30, 2019 30, 2018
financial position and profit Audited Audited
and loss account on the basis Rs. in Million
of its latest financial Assets Under
statements Management 3,354.67 4,408.58
Equity 187.15 247.32
Total Assets 194.76 256.33
Investment In Funds 111.10 196.04
Cash & Bank Balance 68.64 17.80
Total Revenue 45.21 20.44
Operating Expenses 87.42 73.40
Loss Before Taxation 42.22 52.96
Loss After Taxation 60.17 56.73
Loss Per Share (Rs.) 2.01 1.89
Break Up Value (Rs.) 6.24 8.25

133
SR No. DESCRIPTION INFORMATION REQUIRED

(vi) In case of investment in N/A

relation to a project of
associated company or
associated undertaking that
has not commenced
operations, following further
information namely:

(I) Description of the project and N/A

its history since
conceptualization
(II) Starting date and expected N/A
date of completion of work
(III) Time by which such project N/A
shall become commercially
operational
(IV) Expected time by which the N/A
project shall start paying
return on investment
(V) Funds invested or to be N/A
invested by the promoters,
sponsors, associated
company or associated
undertaking distinguishing
between cash and non-cash
amounts
(B) General disclosures:

(i) Maximum amount of Rs. 602,250,000/- (Rupees Six Hundred Two Million
investment to be made and Two Hundred & Fifty Thousand only)
Rs. 152,250,000/- (Rupees One Hundred Fifty Two
Million and Two Hundred & Fifty Thousand only) shall
be made by way of purchase of shares and up to Rs.
450,000,000/- (Rupees Four Hundred and Fifty
Million only) shall be made by way of injection of
additional equity through subscription of Right
Shares.
(ii) Purpose, benefits likely to After acquiring controlling stake, desired synergies of
accrue to the investing two institutions will give HAML (wholly owned
company and its members subsidiary) a positive turnaround and enhance its
from such investment and profitability.
period of investment There is a natural synergy between the two
institutions, Asset Management Company (AMC)
products will suit rate sensitive customers of the
Bank. Thus, rates sensitive customers, who would

134
SR No. DESCRIPTION INFORMATION REQUIRED
have gone to other AMCs, can be persuaded to invest
in the products of the Bank own AMC.
The future of banking is associated with wealth
management, and by offering suitable investment
products of AMC, Bank will be able to further
strengthen kinship with its customers.
The investment in HAML is intended to be injected
within a period of 24 months.

(iii) Sources of funds to be utilized Through internal sources

for investment and where the
investment is intended to be
made using borrowed funds
(I) Justification for investment N/A
through borrowings

(II) Detail of collateral, N/A

guarantees provided and
assets pledged for obtaining
such funds
(III) Cost benefit analysis N/A

(iv) Salient features of the The Bank has entered into a Share Purchase
agreements(s), if any with Agreement with the remaining shareholders of HAML
associated company or in order to acquire the 21,000,000 (Twenty One
associated undertaking with Million) ordinary shares held by the shareholders, for
regards to the proposed a price of Rs. 7.25/- (Rupees Seven and Paisas
investment Twenty Five only) per share, aggregating Rs.
152,250,000/- (Rupees One Hundred Fifty Two
Million and Two Hundred & Fifty Thousand only).

Subsequent to the abovementioned acquisition, the

Bank shall execute and enter into relevant documents
and agreements with HAML for the purposes of
injection of additional equity through subscription of
shares in the amount of up to Rs. 450,000,000/-
(Rupees Four Hundred and Fifty Million only).
(v) Direct or indirect interest of
directors, sponsors, majority Abbas D. Habib & Family 3,000,000 Million
shareholders and their shares in HAML
relatives, if any, in the
associated company or Qumail R. Habib & Family 2,499,998 Million
associated undertaking or the shares in HAML
transaction under Murtaza H. Habib & Family 3,699,999 Million
consideration shares in HAML

135
SR No. DESCRIPTION INFORMATION REQUIRED
(vi) In case any investment in Please refer to A (ii) and A (v) above
associated company or
associated undertaking has
already been made, the
performance review of such
investment including
complete information
/justification for any
impairment or write offs
(vii) Any other important details N/A
necessary for the members to
understanding the transaction

(b) In case of equity investment, following disclosures in addition to those provided

under clause (a) above
(i) Maximum price at which Rs. 7.25/- per share for purchase of shares
securities will be acquired
Rs. 10/- per share for subscription of shares
(ii) In case the purchase price is A valuation exercise was conducted by KPMG
higher than market value in Taseer Hadi, Chartered Accountants and the
case of listed securities and purchase price that has been negotiated is within the
fair value in case of unlisted fair value range provided by them.
securities, justification thereof
(iii) Maximum number of 21,000,000/- (Twenty One Million) ordinary shares of
securities to be acquired Rs. 10/- (Rupees Ten) each constituting 70% of the
issued and paid up capital of HAML.

Bank shall subscribe up to 45,000,000 (Forty Five

Million) additional ordinary shares of Rs. 10/-
(Rupees Ten) each by way of injection of additional
equity in HAML.
(iv) Number of securities and Before: 30% (thirty percent) of the paid-up capital of
percentage thereof held HAML constituting 9,000,000/- (Nine Million) ordinary
before and after the proposed shares of Rs. 10/- (Rupees Ten) each.
investment
After: 100% (one hundred percent) of the paid-up
capital of HAML constituting 30,000,000/- (Thirty
Million) ordinary shares of Rs. 10/- (Rupees Ten)
each pre injection of additional equity and up to
75,000,000 (Seventy Five Million) ordinary shares of
Rs. 10/- (Rupees Ten) each post injection of
additional equity.

136
SR No. DESCRIPTION INFORMATION REQUIRED
(v) Current and preceding twelve N/A
weeks’ weighted average
market price where
investment is proposed to be
made in listed securities
(vi) Fair value determined in terms A valuation exercise was conducted by KPMG
of sub-regulation (1) of Taseer Hadi, Chartered Accountants, who have
regulation 5 of the Companies suggested a fair value of between Rs. 6.84/- and Rs.
(Investment in Associated 7.44/- per share.
Companies or Associated
Undertakings) Regulations,
2017 for investment in
unlisted securities

Except to the extent as mentioned in B(v) above and to the extent of their respective shareholding in
the Bank, the Board of Directors of the Bank have no direct or indirect interest in the Special
Business.
Therefore, for the purpose of the above, the Board of Directors has recommended that the members
may consider and, if deemed fit, pass with or without modification, the following resolutions as
Special Resolutions as required under Section 199 of the Companies Act, 2017 for the purposes of
authorizing further investment by the Bank in HAML.
“RESOLVED that subject to obtaining all necessary regulatory approvals and fulfilment of all legal
formalities, the Bank be and is hereby authorized, in accordance with Section 199 of the Companies
Act, 2017, to acquire the remaining 70% (seventy percent) of the issued and paid up share capital of
HAML, comprising 21,000,000 (Twenty One Million) ordinary shares of Rs. 10/- (Rupees Ten Only)
each, for an aggregate price of Rs. 152,250,000/- (Rupees One Hundred Fifty Two Million and Two
Hundred & Fifty Thousand only) and as a consequence of which, HAML will become a wholly owned
subsidiary of the Bank. (“Proposed Acquisition”).
“FURTHER RESOLVED that subject to completion of the Proposed Acquisition and subject to
obtaining all necessary regulatory approvals, the Bank is further authorized to inject additional equity
amounting up to Rs. 450,000,000/- (Rupees Four Hundred and Fifty Million only) into HAML in order
for HAML to meet the minimum capital requirements prescribed by the Securities and Exchange
Commission of Pakistan and to further support the business operations of HAML.
“FURTHER RESOLVED that the Chief Executive Officer or the Company Secretary or the Chief
Financial Officer of the Bank, (the “Authorized Persons”), acting jointly (any two), be and are
hereby authorized and empowered to take all necessary steps and actions and are further authorized
to seek necessary regulatory consents and to sign, execute, and deliver all necessary documents,
agreements, and letters on behalf of the Bank along with ancillary documents thereto or provide any
such documentation for and on behalf and in the name of the Bank as may be necessary or required
or as they or any of them may think fit for or in connection with or incidental for the purposes of
carrying out the proposed resolutions.

“RESOLVED FURTHER that all actions taken by the Authorized Persons acting jointly (any two) on
behalf of the Bank in respect of the above matters are hereby confirmed, ratified and adopted by the
Bank in full.”
Item No. 6 of the Agenda
The following policy has been formulated by Human Resource & Remuneration Committee (HR&RC)
of the Board, and subsequently recommended by the Board in its meeting held on January 29, 2020
to the shareholders of the Bank for its approval.

137
 “Policy & Procedure for Fixing Remuneration of Directors”
“Introduction:
Listed Companies (Code of Corporate Governance) Regulations, 2019 issued by Securities and
Exchange Commission of Pakistan (SECP) requires that every company shall have a formal policy
and transparent procedure for fixing the remuneration packages of individual Directors & for
attending meetings of the Board and its Committees.
Additionally, State Bank of Pakistan (SBP) vide its BPRD Circular No. 3 of 2019 also requires to
formulate a comprehensive and transparent remuneration policy for the Chairman and other
Directors, and the said policy shall be approved by the shareholders of the Bank on pre or post facto
basis in the Annual General Meeting.
Furthermore, the process adopted for determination of Director’s remuneration shall comply with the
provisions of the SBP’s Prudential Regulations, Companies Act 2017, Code of Corporate
Governance Regulations, and the Bank’s Articles of Association.
Fixation of Directors’ Remuneration:
Remuneration payable to Non-Executive Directors for attending Board and Committee meetings, a
full time Director and the Chairman of the Board who performs extra services, shall be governed
under this policy. This policy has been formulated by Human Resource & Remuneration Committee
(HR&RC) of the Board, and recommended by the Board to shareholders of the Bank for approval in
the Annual General Meeting.
The remuneration of Non-Executive Directors for attending Board and Committee meetings shall be
decided by the Board within the maximum limit as specified by the SBP from time to time.
The Chairman of the Board is also entitled to have 20% additional remuneration fee of the
remuneration set for him for attending Board and its Committee meeting considering the Chairman’s
vast knowledge, experience, insight, sense of judgement and market contacts. The Chairman of the
Board shall also monitor the performance of the Bank’s management and implementation of the
Business Plan of the Bank on behalf of the Board.

A full time Director shall receive such remuneration as the members (shareholders) may fix.

The Chairman of the Board (in case of individual Directors) and Independent Directors with the help
of other Directors (in case of Chairman of the Board) shall decide regarding reconsideration in
remuneration of underperforming Director/Chairman if the overall performance of the
Director/Chairman consistently remains in “Needs Improvement” category for the two consecutive
years as per Annual Performance Evaluation of the Board members.
Director’s Accountability:
Directors are accountable for all their conduct as per their duties and responsibilities defined in SBP
Prudential Regulations, Companies Act, 2017 and Articles of Association of the Bank.
Traveling, Board & Lodging Expenses:
Business class Air Traveling, Board & Lodging and all allied expenses (at actual) for attending
Board/Committees/General meetings will be borne by the Bank.
Review and Amendments:
This policy will be reviewed by the Board of Directors at least once a year and, if any,
revision/amendment recommended by the Board will be forwarded to the shareholders for approval
in the Annual General Meeting.”

138
 For the purpose of the above, the Board of Directors in its meeting held on January 29, 2020, has
recommended that the members may consider and, if deemed fit, pass with or without modification,
the following resolution as an Ordinary Resolution:
“RESOLVED that the “Policy and Procedure for Fixing Remuneration of Directors”, formulated by
Human Resource & Remuneration Committee of the Board, be and is hereby approved.”
Item No. 7 of the Agenda
Article No. 106: Remuneration of Directors

Existing Version Proposed Version

Remuneration payable to Directors for attending Remuneration payable to Non-Executive Directors,
Board Meeting and Sub-Committee Meeting of a full time Director and the Chairman of the Board
the Board shall not exceed Rs. 150,000 and a who performs extra services shall be governed by
Director who performs extra services or a full time “Policy & Procedure for Fixing Remuneration
Director shall receive such remuneration of Directors” approved by the shareholders.
(whether by way of salary, commission,
participation in profits, allowances, perquisites,
etc., or partly in one way and partly in another) as
the members may fix, subject to the Federal
Government, Finance Division Notification SRO
No. 572 (i) 82 dated 16 June 1982 or any
modification in that behalf for the time being in
force. The Directors may also pay to any Director
all such reasonable expenses as he may incur in
attending and returning from meetings of
Directors or committee of Directors or which he
may otherwise incur in or about the business of
the Company.

For the purpose of the above, the Board of Directors in its meeting held on January 29, 2020, has
recommended that the members may consider and, if deemed fit, pass with or without modification,
the following resolutions as Special Resolutions, to amend the Articles of Association of the Bank.

“RESOLVED that subject to obtaining the requisite approvals, the Article No. 106 of Articles of
Association of the Bank be and is hereby amended as follows:
106 Remuneration payable to Non-Executive Directors, a full time Director Remuneration of
and the Chairman of the Board who performs extra services shall be Directors
governed by “Policy and Procedure for Fixing Remuneration of
Directors” approved by the shareholders.

“FURTHER RESOLVED that the Company Secretary of the Bank be and is hereby authorized to
take or cause to be taken any and all actions necessary and incidental for the purposes of altering the
Articles of Association of the Bank, and make necessary filings and complete legal formalities as may
be required to implement the aforesaid resolution.”
Item No. 8 of the Agenda
As recommended by the Board of Directors in their meeting held on January 29, 2020, it is intended
to propose the following resolution to be passed as an Ordinary Resolution:
“RESOLVED that the remuneration of Mr. Qumail R. Habib, Executive Director shall not exceed Rs.
3,025,000/- per month exclusive of perquisites, benefits and other allowances to which he is entitled
under the terms of his employment.”

139
 willbe
will bepublished
publishedinin
English Newspaper
English Newspaper
"Business Recorder"
Date:
"Business
on March 25-02-2020
Recorder"
4, 2020
50March
on cm x4,42020
col.

Bank AL Habib Limited

Notice of Annual General Meeting
Notice is hereby given that the Twenty-ninth Annual General Meeting of Bank AL Habib Limited will be held at
the Registered Office of the Bank located at 126-C, Old Bahawalpur Road, Multan, on Wednesday, March 25,
2020 at 10:30 a.m. to transact the following business:
1. To receive and adopt the Audited Annual Accounts and Consolidated Accounts of the Bank for the year
ended December 31, 2019 together with the Reports of Chairman, Directors and Auditors.
2. To consider and approve payment of cash dividend @ 35%, i.e., Rs. 3.50 per share of Rs.10/- each for the
year ended December 31, 2019 as recommended by the Board of Directors.
3. To appoint auditors for the year 2020 and to fix their remuneration. EY Ford Rhodes, Chartered Accountants,
being eligible, offer themselves for re-appointment.
4. To consider any other business of the Bank with the permission of the Chair.
Special Business
5. To consider and approve acquisition of remaining 70% of the issued and paid-up share capital of Habib
Asset Management Limited (“HAML”) (in addition to our existing 30% shareholding) from its existing
shareholders at a price of Rs.7.25 per share, amounting to Rs.152,250,000 to become Bank's wholly owned
subsidiary, and to inject additional equity amounting up to Rs.450,000,000 into HAML in order for HAML to
meet the minimum capital requirements prescribed by the Securities & Exchange Commission of Pakistan
and to further support the business operations of HAML.
6. To consider and approve “Policy and Procedure for Fixing Remuneration of Directors” for attending Board
Meeting and Sub-Committee Meeting of the Board.
7. To consider and approve amendment in Article No.106 of Articles of Association of the Bank related to
“Remuneration of Directors”.
8. To consider and approve the remuneration payable to the Executive Director of the Bank.
For Item Nos. 5,6,7 & 8, a statement under Section 134(3) of the Companies Act, 2017 relating to the aforesaid
Special Business to be transacted at the said Annual General Meeting is being sent to all shareholders.
By Order of the Board
Mohammad Taqi Lakhani
Karachi: March 4, 2020 Company Secretary
Notes:
1. The share transfer book of the Bank will remain closed from March 16, 2020 to March 25, 2020 (both days
inclusive). Transfers received in order at the office of our Share Registrar, CDC Share Registrar Services
Limited, located at CDC House, 99-B, Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400, by the
close of business on March 13, 2020 will be treated in time for payment of cash dividend (subject to approval
of the members). Members are requested to promptly communicate any change in their addresses to our
above-mentioned Share Registrar.
2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend, speak and vote
on his / her behalf. A proxy (except for a corporation) must be a member of the Bank. Proxy form, in order
to be effective, must be received at the Registered Office of the Bank located at 126-C, Old Bahawalpur
Road, Multan, duly stamped and signed not less than 48 hours before the time of the meeting.
3. The CDC account / sub account holders are requested to bring with them their original Computerized National
Identity Cards (CNICs) / Passport along with participant(s) ID Number and their account numbers at the time
of attending the Annual General Meeting in order to facilitate identification of the respective shareholders.
The proxy shall also produce his / her original CNIC or Passport at the time of the meeting. In case of a
corporate entity, the Board of Directors' Resolution / Power of Attorney with specimen signatures shall be
submitted along with Proxy Form in the Bank.
4. Payment of Cash Dividend through Electronic Mode
Under the provision of Section 242 of Companies Act, 2017 and Companies (Distribution of Dividends)
Regulations, 2017, it is mandatory for a listed company to pay cash dividend to their shareholders only
through electronic mode directly into the bank account designated by the entitled shareholders instead of
issuing physical dividend warrants.
In order to receive cash dividend directly into the designated bank account, members are requested to fill
and sign the “E-Dividend Bank Mandate Form” available on the Bank's website link, https://www.bankalhabib.
com/downloads/E-Dividend-Bank-Mandate-Form.pdf, and send to the relevant Participants / Investor Account
Services of the CDC / Share Registrar of the Bank (as the case may be) latest by March 13, 2020 along with
a copy of their valid CNICs. The aforesaid form is also available in the Annual Report of the Bank.
In case of non-receipt or incorrect International Bank Account Number (IBAN) with other related details or
non-availability of valid CNICs, the Bank will withhold cash dividend of such members.
5. The Government of Pakistan through Finance Act, 2019 has made certain amendments in Section 150 of the
Income Tax Ordinance, 2001 whereby different rates are prescribed for deduction of withholding tax on the
amount of cash dividend paid by the companies / banks. These tax rates are as follows:
(a) For filers of income tax returns 15%
(b) For non-filers of income tax returns 30%
To enable the Bank to make tax deduction on the amount of cash dividend @ 15% instead of 30% all the
shareholders whose names are not entered into the Active Tax-payers List (ATL) provided on the website
of Federal Board of Revenue (FBR), despite the fact that they are filers, are advised to make sure that their
names are entered into ATL before the date of payment of cash dividend i.e., March 25, 2020; otherwise tax
on their cash dividend will be deducted @ 30% instead of 15%.
According to FBR, withholding tax will be determined separately on 'Filer / Non-Filer' status of principal
shareholder as well as joint-shareholder(s) based on their shareholding proportions, in case of joint accounts.
Members that hold shares with joint-shareholder(s) are requested to provide shareholding proportions of
principal shareholder and joint-shareholder(s) in respect of shares held by them to the Bank's Share Registrar
in writing in the following format.
Principal Shareholder Joint-Shareholder(s)
Bank Folio / CDC Total
Account Shares Name and Shareholding Name and Shareholding
Name CNIC Proportion CNIC Proportion
No.
(No. of Shares) (No. of Shares)

In case the required information is not provided to our Share Registrar latest by March 13, 2020, it will be
assumed that the shares are equally held by them.
In case of corporate entity, withholding tax exemption from dividend income shall only be allowed if copy
of valid tax exemption certificate is made available to our Share Registrar latest by March 13, 2020.
As per instructions of Securities & Exchange Commission of Pakistan (SECP) and Central Depository Company
of Pakistan (CDC) Circular No.6 of 2018, the shareholders are hereby informed that the CDC has developed
Centralized Cash Dividend Register (CCDR) on eServices Web Portal which contains details of cash dividend
such as either paid or unpaid, withheld by the Bank, total amount of cash dividend, tax and Zakat deductions
and net amount credited into designated bank account of shareholders. The shareholders are requested
to register themselves to CDC's eServices Portal link, https://eservices.cdcaccess.com.pk to obtain the
aforesaid information.
6. Audited Financial Statements through e-mail
SECP through its Notification SRO 787(I)/2014 dated September 8, 2014 has allowed the circulation of Audited
Financial Statements along with Notice of Annual General Meeting to the members through e-mail. Soft copies
of Annual Report 2019 including Audited Financial Statements and Notice of Annual General Meeting are
being e-mailed to the members who have provided their e-mail addresses for the said purpose. Other
members of the Bank who wish to receive soft copy of Annual Report are requested to send their e-mail
addresses to our Share Registrar through consent form. The said consent form for electronic transmission
can be downloaded from the Bank's website link, https://www.bankalhabib.com/reports. Audited Financial
Statements and reports are being placed on the aforesaid link.
Members are also requested to intimate change (if any) in their registered e-mail addresses to our Share
Registrar for the above-mentioned purpose.
7. Consent for video-link facility
For this Annual General Meeting, under following conditions, Members can also avail video-link facility at
Karachi.
If the Bank receives consent from members holding at least 10% shareholding residing at a geographical
location, to participate in the meeting through video-link facility at least 7 days prior to the date of meeting,
the Bank will arrange video-link facility in that city. The Bank shall arrange the aforesaid facility for such
members prior to the date of the meeting to participate through video-link facility, and will intimate them
regarding venue before the date of general meeting.
In this regard, members who wish to participate through video-link facility at Karachi should send a duly
signed request as per the following format to the registered address of the Bank at least 7 days before the
date of general meeting.

I/ We, of being a member of Bank AL Habib Limited,

holder of ordinary share(s) as per register Folio No./ CDC Sub-Account
No.: hereby opt for video-link facility at Karachi.

Signature of Member
will be published in
Urdu Newspaper
"Nawa-i-Waqt "
Date:
on March25-02-20
4, 2020
50 cm x 4 col.