BankIslami Pakistan : Draft Notice of 20th AGM of the BankIslami Pakistan Limited

Draft Notice of Annual General Meeting

Notice is hereby given that the 20th Annual General Meeting of the Members of BankIslami Pakistan Limited (the "Bank") will be held Inshallah on Thursday, March 28, 2024 at 10:15 A.M (PST) at Zaver Hall, Pearl Continental, Club Road, Karachi to transact the following business.

ORDINARY BUSINESS

1. To receive, consider and adopt the Annual Audited Accounts of the Bank and Consolidated Audited Accounts of the Bank for the year ended December 31, 2023 together with the Auditors' and Directors' Reports and Chairman's Review thereon.
2. To appoint Auditors of the Bank for the year ending December 31, 2024 and to fix their remuneration. KPMG Taseer Hadi & Co., Chartered Accountants, offer themselves for appointment as auditors for the year ending December 31, 2024.

3. To consider and, if thought fit, approve as recommended by the Board of Directors, final cash Dividend at the rate of Re. 1 per share i.e. 10% in addition to Rs. 1.75 per share i.e. 17.5% interim cash Dividend already declared/paid.

By order of the Board _sd_

Dated: March ---, 2024Hasan Shahid Company Secretary

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Notes:

1. The Members' Register will remain closed from March 21, 2024 to March 28, 2024 (both days inclusive).
2. A member eligible to attend and vote at this meeting may appoint proxy to attend and vote in the meeting.
3. Proxies in order to be effective must be received at the registered office of the Bank not less than 48 hours before the time of the meeting.
4. Central Depository Company of Pakistan Limited ("CDC" ) Account holders will further have to follow the under mentioned guidelines as laid down by Circular No. 01, dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan:

For Attending the Meeting:

1. In case of individuals, the account holder or sub account holder and/or the person whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card ("CNIC") or original passport at the time of attending the Meeting.
2. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

For Appointing Proxies:

1. 1. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per the above requirement.
   2. The proxy form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be mentioned on the Form.
   3. Attested copy of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his/ her original CNIC or passport at the time of the meeting.
   5. In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted along with proxy form of the Bank.
2. Members are requested to promptly notify CDC Share Registrar Services Limited, CDC House,99 - B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400 of any change in their address.
3. Transmission of Annual Audited Financial Statements.
   In accordance with Section 223 of the Companies Act, 2017 and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements of the Bank have been uploaded on the website of the Bank which can be downloaded from the following web-link and QR enabled code:-

Link web site https://bankislami.com.pk/investor-relations/

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The Bank has also circulated the annual financial statements through email to shareholders in case email addresses is provided by the shareholders to the Bank. Further, a shareholder may request to the Company Secretary at the Registered Office of the Bank located at 11th Floor, Executive Towers, Dolmen City, Marine Drive, Block-4, Clifton, Karachi to provide hard copy of Annual Audited Accounts and the same will be provided at his / her registered address, free of cost, within one week of the demand. In this regard, a 'Request Form' has been placed on website of the Bank for shareholders to communicate the need of hard copies of the Annual Audited Accounts.

7. Conversion of physical share certificate in book entry form and to collect unclaimed physical shares.

With reference to the provisions of Section 72 of the Companies Act, 2017, Securities and Exchange Commission of Pakistan, through its letter No. CSD/ED/MISC/2016-639-640 dated March 26, 2021, has required listed companies to replace the existing physical shares issued by them into Book Entry Form. In compliance with regulatory requirement, shareholders of BankIslami Pakistan Limited holding physical share certificates are requested to convert their physical shares certificates into Book Entry Form.

Further, shareholders who have not yet collected their unclaimed physical share certificates are requested to collect from Bank's Share Registrar and also convert the certificate(s) in book entry form in compliance to regulatory requirement. Shareholders of Bank may contact their Broker (a PSX member), CDC Participant or CDC Investor Account Services Department of Central Depository Company of Pakistan Limited for assistance in opening CDC Account. The said conversion will benefit to shareholders i.e. readily available share(s) for sale and purchase at better rates; instant credit of entitlements (bonus shares and rights shares); and eliminate the risk of loss of shares, etc.

8. Un-claimed Dividends/Shares

The shareholders are hereby informed that in accordance with section 244 of the Companies Act, 2017 and the Unclaimed Shares, Modaraba certificates, Dividend, other instruments and undistributed Assets Regulations, 2017, the companies are required to deposit cash dividends to the credit of the Federal Government and shares to the Commission, which are undelivered/unclaimed for a period of three (3) years or more from the date of it is due and payable.

9. International Bank Account Number (IBAN) of shareholders for dividend mandate

Section 242 of the Companies Act 2017 requires that the listed companies shall pay cash dividend only through electronic mode directly into the bank account designated by the shareholders. SECP vide its notification SRO 1145 (I)/2017 has also issued the Companies (Distribution of Dividends) Regulations, 2017 whereby every shareholder shall be responsible to provide valid information pertaining to its designated bank account to disburse any dividend payable in cash only through electronic mode directly into the bank account designated by the entitled shareholders.

In this regard, the Bank has already communicated through its letters addressed to the shareholders individually along with newspapers publications requesting to provide the International Bank Accounts Number ("IBAN") designated by the shareholders to receive the cash dividends electronically. Hence, shareholders who have not yet provided such information are requested to fill the required fields of Bank's letter available on website of the Bank: www.bankislami.com.pk and send the same to the Share Registrar and Transfer Agent of the Bank. In case of shares held as book-entry securities, the said information would be required to be provided to Central Depository System ("CDS") through CDS Participants.

10. Mandatory information required from physical share certificate holders

According to Section 119 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, all physical shareholders are advised to provide their mandatory information such as CNIC number, address, email address, contact mobile / telephone number, International Bank Account Number (IBAN), etc. to Bank's Share Registrar at their below address immediately to avoid any non-compliance of law or any inconvenience in future.

CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e- Faisal, Karachi-74400. Tel. Toll Free 0800-23275, Email: info@cdcsrsl.com, website: www.cdcsrsl.com.

11. Tax implication on Dividend

Section 150 of the Income Tax Ordinance, 2001 prescribes different rates (for tax return filers and non filers) for deduction of withholding tax on the amount of dividend paid by the companies / banks.

The shareholders are advised to ensure that their names are entered into Active Tax Payers List of the Federal Board of Revenue, before the date of book closure for cash dividend; otherwise, tax on their cash dividend will be deducted as non-filer.

Tax on joint shareholding

All shareholders who hold shares jointly are requested to provide shareholding proportions of principal shareholder and joint-holder(s) in respect of shares held by them to the Bank's Shares Registrar, in writing as follows:

The required information must reach to Bank's Shares Registrar by the close of business (5:00 p.m.) on March 18, 2024 otherwise it will be assumed that the shares are equally held by principal shareholder and joint holder(s) and tax will be deducted according to the proportionate holding of each shareholder as clarified by the FBR vide its clarification letter No. I(54)Exp/2014-132872-R, dated September 25, 2014.

1. Tax Exemption Certificate
   Shareholders claiming tax exemption under clause 47(B) of Part IV of the Second Schedule of Income Tax Ordinance, 2001 are requested to provide a valid exemption certificate under section 159(1) of the Income Tax Ordinance, 2001 latest by March 18, 2024, to Bank's Share Registrar before the date of Book closure as required vide FBR clarification letter No. I(43)D.G.(W.H.T.)/2008- Vol.II-66417-R dated May 12, 2015.
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. Shareholder who holds Bank's shares in physical, please deposit their Zakat Declaration on Form CZ-50 with Bank's Share Registrar with mentioning Folio No and Name. Shareholder who holds shares in book entry shall deposit their Zakat declaration on Form CZ-50 with CDC Investor Account Services / CDC Participant / Stock brokers with mentioning CDS Account No. and name of shareholder.

14. Consent for Video Conference Facility

For this Annual General Meeting, under following conditions, Members can also avail video conference facility at Lahore & Islamabad.

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 10 days prior to date of meeting, the Bank will arrange video conference facility in that city subject to availability of such facility in that city.

The Company will intimate members regarding venue of video conference facility at least 5 days before the date of general meeting along with complete information necessary to enable them to access such facility.

In this regard, members who wish to participate through video conference facility at Lahore & Islamabad should send a duly signed request as per following format to the registered address of the Bank at least 10 days before the date of general meeting.

I/We, ________ of ____, being a member of BankIslami Pakistan Limited, holder of ____ Ordinary Share(s) as per Registered Folio No. ____ hereby opt for video conference facility at -----

Signature of Member

15. To attend general meeting through video-conferencing facility

In line with the direction issued to listed companies by the Securities and Exchange Commission of Pakistan, vide its Circular No. 4 dated February 15, 2021 and Circular No. 6 dated March 03, 2021, the members / proxy holders who wish to attend the AGM via video link facility, are requested to register themselves.

To attend the AGM through video-conferencing facility, the Members are requested to register themselves by providing the following information through email ID: agm@bankislami.com.pk at least forty-eight (48) hours before the AGM.

Members will be registered, after necessary verification as per the above requirement and will be provided a video-link by the Bank via email. The login facility will remain open from 10:00 A.M (PST) till the end of AGM.

 -/1  17.5% 1.75/ -3 10% 



-sd-   2024---

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          4

.2000261 

 i

/ ii  

 i  

. ii  iii

. iv

• / v
   5  7440099 

 -62023 21  (1)/2023389 S.R.O 2232017  QR 

link website : https://bankislami.com.pk/investor-relations/

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     

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          

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 

•           7 2 2 0 1 7   

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                

                         

/  8

  

      

Unclaimed Shares, Modarba Certificates, 244 2017

Dividend, other instruments and Undistributed Assets Regulations 2017

    

      IBAN  9

 2422017  SRO 1145(1)/2017 

  2017    

•    IBAN   

 19  2018    119 2017   e-mail    CNIC    

" IBAN telephonemobile  " 7440099 

Website: cdcsrsl.com ,emal: info@cdcsrsl.com, 0800-23275  -11

 / 1502001   

(ATL) 

    

ATL   



 

  201425 1(54)Exp/2014-132872-R FBR

  2.5%10/-



   1981    1980   

                

CZ-50                 4  

 CDC Participant / Stock Broker /CDC Investor Account Services CZ-50CDC Account   14

    

  

.           /     / 



  -15  2021 15 2021 of 4  / 20213  2021 of 6   48  

 10:00  