DRAFT

TH
MINUTES OF THE 30 ANNUAL GENERAL MEETING (AGM)
OF THE SHAREHOLDERS OF BANK ALFALAH LIMITED

Date : 29th March 2022

Time : 10:00 AM
Venue : Movenpick Hotel, Karachi.

Participants: Mr. Abdulla K. Al Mutawa - Shareholder and Director

Mr. Khalid Mana Saeed Al Otaiba - Shareholder and Director

Mr. Gyorgy Tamas Ladics - Shareholder and Director

Mr. Khalid Qurashi - Shareholder and Director

(above persons had attended the meeting through Webex/Weblink)

Dr. Ayesha Khan - Shareholder and Director

Mr. Atif Aslam Bajwa - Shareholder (for self and as proxy for
H.H. Nahayan Mabarak Al Nahayan;
H.E. Suroor Bin Mohammad Al
Nahyan; H.E. Saeed Bin Mohammad
Al Nahyan; Mr. Abdulla Nasser
Hawaileel Al Mansoori; H.E. Dr. Mana
Saeed Al Otaiba; Electro Mechanical
Company LLC; Dhabi One Investments
Services LLC; H.E. Sheikh Mohammed
Bin Butti Al Hamid; H.E Shaikh Saif
Mohamed Bin Butti Al Hamed; Mr.
Sohail Faris Ghanim Al Mazrui;
Mohammad Saleh Abdulla Al
Darmaki; Trustee of Bank Alfalah Ltd.
Employees Provident Fund Trust;
Trustee Of Bank Alfalah Ltd.
Employees Gratuity Fund Trust; CDC -
Trustee Alfalah GHP Value Fund; CDC
- Trustee Alfalah GHP Stock Fund;
CDC - Trustee Alfalah GHP Alpha
Fund; CDC - Trustee AGPF Equity
Sub-Fund; CDC - Trustee NBP Stock
Fund; CDC - Trustee NBP Sarmaya
Izafa Fund; CDC - Trustee NBP
Pakistan Growth Exchange Traded

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 Fund; CDC - Trustee NBP Financial
Sector Fund; CDC - Trustee NBP
Balanced Fund; Amin Issa Tai; Sohail
Tai and Amin Tai (Private) Limited,
shareholders), and Director/CEO

(The total attendance of shareholders through video link, in person and by proxies were 753)

IN ATTENDANCE: Mr. Muhammad Akram Sawleh, Company Secretary (CS)

Ms. Anjum Hai, Chief Financial Officer (Shareholder and CFO)

OTHER
PARTICIPANT: Mr. Omer Chughtai - Partner of E Y Ford Rhodes
Chartered Accountants
Auditors of the Bank.

PROCEEDINGS:

Mr. Muhammad Akram Sawleh, Company Secretary of Bank Alfalah Limited (“the Bank”),
informed the shareholders that due to other pressing engagements, the Chairman H.H. Sheikh
Nahayan Mabarak Al Nahayan, could not come to chair today’s Annual General Meeting
(“AGM”) of the Bank; however, His Highness has sent his best wishes to the shareholders. The
shareholders were further informed that Mr. Abdulla Nasser Hawaileel Al Mansoori, Director
was also not able to attend this AGM due to other commitments and pre-occupations. It was
proposed that an ordinary resolution may be passed by the shareholders for grant of leave of
absence to them.

Upon motion duly proposed by Mr. Adam A. Habib (CDC Account No: 3277-80320) and
seconded by Mr. Muhammad Farooq (CDC A/c. No. 06445-8237), the following resolution was
unanimously passed for grant of leave of absence and the Company Secretary read out the
Resolution:

“RESOLVED that leave of absence be and is hereby granted to H.H. Sheikh

Nahayan Mabarak Al Nahayan and Mr. Abdulla Nasser Hawaileel Al Mansoori
Directors of Bank Alfalah Limited.”

The Company Secretary proposed that Mr. Atif Aslam Bajwa, Chief Executive Officer and
Director (“CEO”), be requested to chair the 30th AGM of the Bank. Upon the motion duly
proposed and seconded by the shareholders, Mr. Muhammad Farooq (CDC A/c. No. 06445-
8237) and Mr. Muhammad Hanif (CDC A/c. No. 10231-10745), Mr. Atif Aslam Bajwa took the
chair and welcomed the shareholders to the 30th Annual General Meeting of the Bank.

The CEO informed that the attendance of shareholders present and connected through video link
to this AGM has been recorded and the Quorum for the meeting was complete, as required in
terms of sub-section (1) (a) of Section 135 of the Companies Act, 2017 and Article 41 of the

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 Articles of Association of the Bank. The Company Secretary informed that 753 shareholders
were present through video link, in person and/or by proxies and they together hold 65.72% of
the total shareholding of the Bank. The Chairman of the meeting thereafter called the meeting to
be in order.

The proceedings commenced with the recitation of the Holy Quran by Mr. Akram Sawleh,
Company Secretary. After the recitation of the Holy Quran, the Notice and Agenda of the meeting
were taken up for consideration.

NOTICE OF THE MEETING:

The Company Secretary informed the shareholders that the Notice and Agenda for this meeting,
being part of the Annual Report for the year 2021, had already been dispatched to the members
and also published in the daily newspapers, Business Recorder and Express on 8th March 2022 in
their Karachi, Lahore and Islamabad editions. He requested the shareholders that the Notice and
Agenda of this meeting may be considered as read. As proposed by Mr. Muhammad Siddiq
Khokhar (Folio. No. 46845) and seconded by Mr. Muhammad Hanif (CDC A/c. No. 10231-
10745), the Notice and Agenda of the 30th Annual General Meeting were considered as read.

ORDINARY BUSINESS:

1. TO CONFIRM MINUTES OF THE EXTRA ORDINARY GENERAL MEETING

HELD ON 27TH MAY 2021 AT KARACHI

The Chairman of AGM said that the copies of the draft Minutes of Extra Ordinary General
Meeting held on 27th May 2021 at Karachi were made available for the shareholders at the
entrance of the meeting hall. The minutes were also sent to the State Bank of Pakistan (“SBP”)
and Pakistan Stock Exchange. He enquired whether the members wished for him to read the
Minutes or the same may be considered as read. The members agreed that the same be considered
as read.

Upon motion duly proposed by Mr. Muhammad Farooq (CDC A/c. No. 06445-8237) and
seconded by Mr. Muhammad Siddiq Khokhar (Folio. No. 46845), the following resolution was
unanimously passed:

The Company Secretary read out the Resolution for confirmation of the Minutes.

“RESOLVED that Minutes of the Extra-Ordinary General Meeting held on 27th

May 2021 at Karachi, be and are hereby confirmed.”
Thereafter, the Chairman of the meeting signed the Minutes of the Extra-Ordinary General
Meeting held on 27th May 2021.

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 2. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED ANNUAL
ACCOUNTS OF THE BANK FOR THE YEAR ENDED 31st DECEMBER, 2021
TOGETHER WITH CHAIRMAN’S REVIEW REPORT, DIRECTORS’
REPORT AND AUDITORS’ REPORTS THEREON INCLUDING POST-FACTO
APPROVAL OF REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS
FOR ATTENDING BOARD AND BOARD COMMITTEES MEETINGS
REPORTED AT NOTE NO. 39 OF THE ANNUAL ACCOUNTS, AS REQUIRED
UNDER SBP PRUDENTIAL REGULATIONS

The Chairman of the meeting said that the next agenda is to receive, consider and adopt the
audited Annual Accounts of the Bank for the year ended 31st December 2021, together with the
Chairman’s Review Report, Directors' and Auditors' Reports thereon (“the Reports”), including
post-facto approval of remuneration paid to non-executive directors for attending Board and
Board Committees meetings reported in Note 39 of the Annual Accounts. The said Reports on
the Annual Accounts for the year ended 31st December, 2021 was taken as read.

The Chairman requested the CFO to highlight the salient features of the audited annual accounts
of the Bank for the year ended 31st December, 2021.

The CFO informed the members that the Bank reported an operating profit of Rs. 23.3 billion for
the year ended 31st December, 2021 i.e. 31% higher than the last year. Profit after taxation stood
at Rs. 14.2 billion up by 35.7% as compared the last year, translating into earnings per share of
Rs. 8.00 (2020: Rs.5.89). The Bank posted solid results across all businesses benefiting after
reopening of the economy, continued vaccination roll-out and accommodative monetary
conditions. Revenue increased by 8.7% year-on-year (YoY) and stood at Rs. 62.522 billion as
compared to Rs. 57.499 billion last year. Markup income increased by 3.0%; compression in
spreads due to interest rate cuts last year was compensated by YoY volumetric growth in earning
assets backed by solid deposit growth. Non-markup income stood at Rs. 16.474 billion, higher
by 28.8%, with strong contribution from fee income, dividend, FX income and capital gains. Fees
and commissions of Rs. 8.221 billion, demonstrated a robust increase of 25.3% over last year.

Talking about expenses, the CFO said that during the year 2021 the Bank opened 60 new
branches, and the 32 branches that were opened in 2020 have a full year impact on the admin
expense lines. At close of December 2021, we are a 790 branch network Bank. Alongside , the
Bank continued to invest in new initiatives and was operating in a high inflationary environment.

The shareholders were apprised about significant milestone achieved by the Bank in 2021. The
exceptional efforts of the network, a diversified product suite and well-executed strategic plan
resulted in Bank Alfalah achieving an impressive deposit growth of 29.2% in 2021. The Bank’s
deposits closed at Rs. 1.139 trillion at the end of year. The increase is mainly due to the strong
growth of 26.9% in current accounts, which stood at Rs. 500.753 billion at the Dec 31, 2021. CA
mix closed at 44.0%. The Bank’s advances book grew by 16.3% YoY compared to last year. The
loan book growth remained strong as the economic outlook continues to improve. Consumer
grew by 52.2%, middle market by 24.4% and Islamic banking (other than Consumer) by 27.4%.
Part of this growth is funded by government backed subsidized refinance schemes. The Bank’s
non-performing loans ratio improved to 3.5% as compared to 4.3% as at last year end, while the

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 non-performing loans remain fully covered through provisions which include provision held
against subjectively classified loans and general provision against the restructured loans during
COVID. The Bank, in light of uncertain political and economic conditions in one of the countries
where the Bank operates, had taken an impairment charge of Rs. 1 billion against the cross-border
risk of that operations. As at December 31, 2021, the Bank remains adequately capitalized with
CAR of 14.4%.

The CFO further said that the Directors have recommended final cash dividend of Rs. 2.0 per
share i.e. 20% for the year ended 31st December 2021, subject to approval of the shareholders,
bringing the total cash dividend for the year to Rs. 4.0 per share. The Board had earlier declared
and paid an interim cash dividend of Rs. 2.0 per share i.e. 20%.

After the CFO’s briefing on the Audited Annual Accounts for the year 2021, the Chairman
invited questions, if any, shareholders wish to ask.

Mr. Muhammad Farooq (CDC A/c. No. 06445-8237) appreciated the Management for good
results and expressed his wishes for higher profitability in 2022.

Mr. Muhammad Siddiq Khokhar (Folio. No. 46845) said that he feels proud to be a shareholder
of this esteemed Bank and congratulated the Management for preparing a comprehensive annual
report, he said that it is a wonderful balance sheet. Mr. Siddiq referred to Six Years Financial and
Non-Financials Summaries provided on page # 264 of the Annual Report and said that in the last
five years, the Bank added less branches as compared to the branches added by the peer banks.
He also sought some clarification on Cash Flow Summary.

The CFO replied that the Bank in addition to investing in the new branches is also investing in
digital technologies. The branches are used to solicit the deposit whereas alternate delivery
channels influence customer preferences for digital channels, increase stickiness, and at the same
time strengthen relationships. The CEO added that we were slow in opening of new branches in
the earlier years but in the last two years we added 92 new branches to the network and more
than 100 branches will be added in 2022. He further said that the overall numbers are good and
thanked him for appreciating the Bank’s performance.

Mr. Waqas Ahmed (CDC A/c. No. 06122-55863) enquired about investment in Sapphire Wind
Power (SWPC), its profitability and update on MOU with the government. The CEO replied that
SWPC is a wind power project and is operational. CEO further added that SWPC is a profitable
entity and MOU had been signed between them and the government. The CEO advised the
shareholder to approach the company management directly, because such question should be
asked in SWPC’s meeting. On another query on trade market share, the CEO responded that the
Bank’s share is 7% of the total Pakistan trade and the same is increasing YoY.

Mr. Muhammad Hanif (CDC A/c. No. 10231-10745) congratulated the Board and Management
of the Bank for good results and expressed his wishes for further growth in the future. He also
appreciated the presentation of the Annual Report 2021.

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 There were no further questions. The Chairman of the meeting requested the shareholders to
consider approving the annual audited accounts for the year ended 31st December 2021.

Upon motion duly proposed by Mr. Muhammad Farooq (CDC A/c. No. 06445-8237) and
seconded by Mr. Muhammad Hanif (CDC A/c. No. 10231-10745), the shareholders passed the
following Resolution unanimously and the Company Secretary read out the Resolution.

“RESOLVED THAT as recommended by the Board of Directors of Bank

Alfalah Limited (“the Bank”), the audited unconsolidated statement of financial
position as at 31st December 2021, profit and loss account, statement of
comprehensive income, cash flow statement and statement of changes in equity
together with notes thereon for the year 1st January 2021 to 31st December 2021,
the Chairman’s Review Report and the Directors' Report presented to this
meeting and the Auditors' Report read before this meeting, be received and
adopted.

RESOLVED FURTHER THAT as recommended by the Board of Directors of

the Bank, the audited consolidated statement of financial position as at 31st
December 2021, profit and loss account, statement of comprehensive income,
cash flow statement and statement of changes in equity together with notes
thereon for the year 1st January 2021 to 31st December 2021 presented to this
meeting and the Auditors' Report read before this meeting, be received and
adopted.

RESOLVED FURTHER THAT the remuneration paid to the non-executive

directors of the Bank for attending Board and Board Committees meetings
reported at Note 39 of the Annual Accounts, be and is hereby approved.”

3. TO APPROVE AS RECOMMENDED BY THE BOARD OF DIRECTORS,

PAYMENT OF FINAL CASH DIVIDEND AT THE RATE OF RS. 2/- PER
SHARE i.e. 20%

The Chairman of the AGM informed shareholders that the next Agenda item of this meeting is
to approve payment of final cash dividend @ Rs.2/- per share, i.e. 20%, as recommended by the
Board of Directors. He also said that this final cash dividend is in addition to the 20% interim
Cash Dividend already paid to the entitled shareholders for the half year ended 30th June 2021.
He invited comments of the shareholders on this agenda item.

There were no comments. Upon motion duly proposed by Mr. Muhammad Hanif (CDC A/c. No.
10231-10745) and seconded by Mr. Adam A Habib (CDC Account No: 06122-42358), the
shareholders passed the following Resolution unanimously.

The Company Secretary read out the Resolution proposed for the approval of the cash dividend.

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 “RESOLVED THAT as recommended by the Board of Directors of Bank Alfalah
Limited (“the Bank”), payment of final cash dividend @ Rs. 2/- per share i.e. 20%,
in addition to interim cash dividend already paid at Rs. 2/- per share i.e. 20%, be
paid to the shareholders, whose names appear on the Register of Members as at
close of business on 21st March 2022.

RESOLVED FURTHER THAT the Chief Executive Officer, Chief Financial

Officer and the Company Secretary of the Bank be and are hereby authorized,
singly, to take all actions, and do all acts, deeds and things as may be necessary in
the matter of payment of the above cash dividend.”

4. TO APPOINT AUDITORS OF THE BANK FOR THE YEAR 2022 AND FIX
THEIR REMUNERATION

The Chairman informed the shareholders that the present auditors of the Bank, M/s. EY Ford
Rhodes, Chartered Accountants, expressed their willingness to continue to act as auditors of the
Bank for the year 2022 vide their letter dated 25th January 2022 at the fee/remuneration PKR
23,225,000/- plus applicable taxes and out of pocket expenses. This is subject to revision in case
of adoption of IFRS 9, if required.

There was no comment on this Agenda item. Upon motion duly proposed by Mr. Adam A Habib
(CDC Account No: 06122-42358) and seconded by Mr. Waqas Ahmed (CDC Account No:
06122-55863), the shareholders passed the following Resolution unanimously for the
appointment of auditors of the Bank for the year 2022 and fixed their remuneration.

The Company Secretary read out the following Resolution:

“RESOLVED THAT M/s. EY Ford Rhodes, Chartered Accountants (“EY Ford

Rhodes”), be and are hereby appointed as Statutory Auditors of Bank Alfalah
Limited for the year 2022 at the fee/remuneration of PKR 23,225,000/- excluding
applicable taxes and out of pocket expenses (which will be billed at actual) plus
any new certification/review requirements, including IFRS 9 review, which will
be billed separately at mutually agreed fee.”

5. TO CONSIDER AND APPROVE THE AMENDMENTS IN THE

REMUNERATION POLICY FOR DIRECTORS OF THE BANK AND TO PASS
THE ORDINARY RESOLUTION

The shareholders were apprised that the next agenda pertains to the Special Business that is to
consider proposed amendments in the Remuneration Policy for the Directors of the Bank in
accordance with SBP’s Corporate Governance Regulatory Framework and to pass the Ordinary
Resolution. The text of the Resolution already provided in the Notice of AGM sent to the
shareholders.

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 The CEO informed that existing Policy has references of the SBP’s Circular No. 03 of 2019,
which has been repealed vide ‘Corporate Governance Regulatory Framework’ through SBP’s
BPRD Circular No. 5 of 2021 dated November 22, 2021. Therefore, the Policy needs to be
updated accordingly. He apprised that there is no other material change in the Policy. The
complete details of the proposed amendments have been provided in the Statement of Material
Facts already sent to the members along with the Notice of the AGM.

There were no comments.

Upon motion duly proposed by Mr. Muhammad Hanif (CDC A/c. No. 10231-10745) and
seconded by Mr. Muhammad Siddiq Khokhar (Folio. No. 46845), the shareholders passed the
following Resolution unanimously.

“RESOLVED THAT in order to align the policy document with the updated
regulatory requirements, the amendments to the Remuneration Policy for the
Directors of Bank Alfalah Limited, as presented before the shareholders in the
30th Annual General Meeting, be and are hereby approved.”

6. TO APPROVE THE INVESTMENT IN THE ASSOCIATE COMPANY AND TO

PASS THE SPECIAL RESOLUTION

The CEO informed the shareholders that the final agenda item pertains to the Special Business
i.e. the investment in the associated company, namely, Alfalah CLSA Securities (Private)
Limited pursuant to Section 199 of the Companies Act, 2017. He said that the investment shall
be made through acquisition of 521,739 ordinary shares of Alfalah Securities from its certain
individual shareholders. The necessary due diligence in respect of this acquisition has been
carried out and approved by the Board Members. All required information pertaining to said
investment have been provided in the Statement of Material Facts already sent to the members
along with the Notice of the AGM.

There was no comment, upon motion duly proposed by Mr. Muhammad Farooq (CDC A/c. No.
06445-8237) and seconded by Mr. Muhammad Siddiq Khokhar (Folio. No. 46845), the
shareholders passed the following Special Resolution unanimously for the investment in Alfalah
CLSA Securities (Private) Limited, an associate company of the Bank.

“RESOLVED THAT in accordance with Section 199 of the Companies Act,

2017, and subject to compliance with necessary requirements and approvals, Bank
Alfalah Limited (“the Bank”) be and is hereby authorized to purchase 521,739
(Five Hundred Twenty One Thousand Seven Hundred Thirty Nine) ordinary
shares of Alfalah CLSA Securities (Private) Limited, having face value of PKR
10/- (Pak Rupees ten each, from the Sellers, at an aggregate price of PKR
5,217,390/- (Pak Rupees Five Million Two Hundred Seventeen Thousand Three
Hundred Ninety), on such terms and conditions as negotiated and finalized by the
Authorized Representatives of the Bank.

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 FURTHER RESOLVED THAT the Group Head, Strategy, Transformation and
Customer Experience, the Company Secretary and the Chief Financial Officer of
the Bank (“the Authorized Representatives”), be and are hereby, jointly and
severally, authorized to prepare, finalize, execute and file all necessary documents,
take all necessary steps and to do all such acts deeds and things for and on behalf
of, and in the name of the Bank, as may be necessary or required as they may think
fit for or in connection with or incidental for the purposes of the above-mentioned
resolution or for the proposed Purchase, as well as carry out any other act or step
which may be ancillary and / or incidental to do the above and necessary to fully
achieve the objects of the aforesaid resolution.”

There being no other matter to discuss, the Chairman thanked the shareholders for their
cooperation in concluding the meeting successfully and passing the Resolutions.

The meeting concluded with a vote of thanks to the Chair by the Company Secretary.

CHAIRMAN

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