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We too have a Dream

We do not always dream as individuals; sometimes we dream as a group, sometimes we


even dream as a nation. When dreams are collective, the dream is a reflection of the
values and beliefs of a community. Grameenphone shares in the power of collective
dreams. We strive to connect 160 million people, so that we may dream as one. Because it
is only when we are united, can a nation boldly step up and reach towards a better future.
The power of collective dreams gives us hope; brings us together.

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Contents
This is Grameenphone 03
Our Vision, Mission & Values 08

Performance at a Glance- 2009 10


Corporate Directory 11
Business Review 12

The Shareholders 14
Organizational Structure 17

Directors’ Profile 22
Profile of the Management Team 26
Chairman’s Message 30
CEO’s Message 32

Corporate Governance in Grameenphone 34


Report on Corporate Social Responsibility 44

Five Years Financial Summary 50


Financial Review 52
Value Added Statement 53
Contribution to National Exchequer 54

Directors’ Report 55
Report of Audit Committee 64
Auditors’ Report 66
Statement of Financial Position 67
Statement of Comprehensive Income 68
Statement of Changes in Equity 69
Statement of Cash Flow 70
Notes to the Financial Statements 71

Useful Information for Shareholders 114


Notice of the 13th AGM 116
Proxy Form, Attendance Slip and 118
Option for Receiving Dividend
This is Grameenphone

This is
Grameenphone
Grameenphone Ltd., the largest telecommunications service provider in Bangladesh,
received its operating license in November 1996 and started its service from March
26, 1997, the Independence Day of Bangladesh.

Now, after 12 years of successful operations, Grameenphone is the largest mobile


phone service provider in Bangladesh, with more than 23 million subscribers as of
December 2009. The Company was successfully listed in November 2009 – which
was the largest IPO in the history of the Bangladesh capital market.

Grameenphone provides services to rural and urban customers across Bangladesh,


where mobile telephony is acknowledged as a significant driver of socio-economic
development, both for individuals and the nation.

Grameenphone
02/03
Dreaming together
Rubel Hossain is the 21 years old speedster of our national cricket team; chosen from thousands. The youngest
as well as the fastest pacer so far in Bangladesh with an average speed of 92 miles per hour, Rubel’s name is
recognized by millions of cricket fanatics across the world. His pace is feared by the top international batsmen
– especially those who have found themselves at the crease facing a charging Rubel.

Pacer Hunt in 2007, Rubel Hossain towered above all and took his first step towards becoming a key player in
a nation’s collective dream. He joined the Bangladesh national team in 2009, and, he has never looked back.
Together with his teammates, they have taken us to glorious and even unexpected victories, often against all
odds. Rubel’s story is not just a true example of achievement through grit and determination, but also that of a
collective dream shared by 160 million people, in which he stars with his 10 other teammates.

Rubel Hossain
National Cricketer

Grameenphone
04/05
Together with his
teammates, the team has
taken us to glorious and
even unexpected victories,
often against all odds. A
cricket team powered by a
collective dream has given
our nation the right to roar
mightily as “The tigers”.

Grameenphone
06/07
Our
Vision
Mission &
Values
“We are here to help”
Vision, Mission & Values

Our Vision
We exist to help our customers get the full benefit of communications services in their daily
lives. We’re here to help.

Our Mission
Grammenphone is the only reliable means of communication that brings the people of
Bangladesh close to their loved ones and important things in their lives through
unparalleled network, relevant innovations & services.

Our Values
MAKE IT EASY
Everything we produce should be easy to understand and use. We should always remember
that we try to make customers’ lives easier.

KEEP PROMISES
Everything we do should work perfectly. If it doesn’t, we’re there to put things right. We’re
about delivery, not over-promising. We’re about actions, not words.

BE INSPIRING
We ‘re creative. We bring energy and imagination to our work. Everything we produce should
look fresh and modern.

BE RESPECTFUL
We acknowledge and respect local cultures. We want to be a part of local communities
wherever we operate. We want to help customers with their specific needs in a way that
suits way of their life best.
Grameenphone

08/09
Performance at a Glance

Performance
at a Glance 2009
Revenue

65.3 Bn
e
ar
Sh

Gr
6%

os
er

sP
sp

ro
ng

BDT 12.08 32.2 Bn

fit
i
rn
Ea

391% 12%

Operating Profit
NAV per Share

BDT 37.14 20.5 Bn

64% 34%

BDT 24.77 18.6 Bn

22% 61%
Ne Flo

x
Ta
tO w

e
pe per

or

15.0 Bn
ef
ra Sh

b
tin a

it
g re

of
Ca

402%
Pr
sh

Net Profit after Tax

Growth from last year (Figures in BDT)


Corporate Directory

Corporate Directory
Company Name Human Resources Committee
Grameenphone Ltd. Per Erik Hylland (Chairman)
M. Shahjahan
Company Registration No. Arnfinn Groven
C-31531 (652)/96 Hossain Sadat (Secretary)

Health, Safety, Security & Environment Committee


Legal Form
Per Erik Hylland (Chairman)
A public listed company with limited liability. Incorporated
M. Shahjahan
as private limited company on October 10, 1996 and Dr. Mohammad Shahnawaz
subsequently converted to a public limited company on Hossain Sadat (Secretary)
June 25, 2007. Listed on the Dhaka and Chittagong Stock
Exchange Limited on November 11, 2009. Management Team
Oddvar Hesjedal, Chief Executive Officer
Board of Directors Raihan Shamsi, Deputy CEO & Chief Financial Officer
Frode Stoldal, Chief Technology Officer
Chairman
Arnfinn Groven, Chief People Officer
Sigve Brekke
Kazi Monirul Kabir, Chief Communications Officer
Directors Arild Kaale, Chief Marketing Officer
Nurjahan Begum Mahmud Hossain, Acting Chief Corporate Affairs Officer
Hilde Tonne
M. Shahjahan Head of Internal Audit
Per Erik Hylland Farhad F. Ahmad
Md. Ashraful Hassan
Knut Borgen Statutory Auditors
Snorre Corneliussen Rahman Rahman Huq
Independent Director Chartered Accountants
Dr. Jamaluddin Ahmed FCA
Legal Advisor
Company Secretary Hasan & Associates
Raihan Shamsi
Registered Office
Audit Committee Celebration Point
M. Shahjahan (Chairman) Plot # 3 & 5, Road # 113/A
Per Erik Hylland Gulshan-2, Dhaka-1212
Dr. Jamaluddin Ahmed FCA
Farhad F. Ahmad (Secretary)

Treasury Committee
M. Shahjahan (Chairman)
Pal Stette
Raihan Shamsi
Imdadul Haque (Secretary)
Grameenphone

10/11
Business Review
2009: A Year of Innovation

The year 2009 has been a fantastic year for Grameenphone from many fronts – we have successfully been able to
introduce various “first of its kind” innovative products and services to the market. The biggest news, however, for the
company has been successful listing of Grameenphone in November 2009 – which was the largest IPO in the history of
Bangladesh capital market.

Notably the company crossed the 23 million subscriber mark in December 2009, and saw both a steady revenue growth
from quarter to quarter and increasing EBITDA margins – despite declining ARPU (Average Revenue Per User).

The most significant BIG introductions for the company have been the launch of our internet vision “light will find its way”
with the GP-branded EDGE Modem in February; the introduction of the Grameenphone branded handset V100 into the
market in August; and the launch of the StudyLine service in October 2009.

Among the other notable launches were the mobile back-up service and the in-flight roaming service. The Samsung
handset bundle offer for Bengali New Year met with a great response allowing subscribers to choose between two handset
packages at the two attractive package rates of BDT 5,899 & BDT 1,899 respectively.

Grameenphone formally signed two separate agreements with ICX (Interconnection Exchange) operators, GETCO
Telecommunications Ltd. and M&H Telecom Ltd. for routing domestic inter-operator calls and International calls to and
from GP subscribers, and IGW (International Gateway) operators, Bangla Trac Communications Ltd. and NovoTel Ltd., for
routing International calls to and from GP subscribers respectively.

2009 was also the year the company took a deeper look at environment and took the lead in protection of the environment
in Bangladesh when the environment and climate change campaign was launched in June 2009. The objective of the
campaign was to support a healthier environment by both reducing GP’s carbon footprint. GP’s environmental roadmap
aims to promote a low-carbon society and taking responsibility for its own carbon emissions. The program aims to reduce
carbon emissions by 30-40% within 2015 from business as usual situation considering 2008 as the baseline.

The collaborative project with the Prothom Alo in the collection of letters from 1971, culminated in the publication of a book
“Ekatturer Chithi” in March 2009. As CEO, Oddvar Hesjedal explained at the onset of the project in December 2008, the
project comes “from the heart and will leave behind in its wake a document which will help to preserve an important part of
history through the letters written by the Freedom Fighters to their near and dear ones.”

The IPO Story


The biggest milestone for Grameenphone in 2009 was the listing of Grameenphone in the Bangladesh capital market on
November 11, 2009.

The issue was formally declared for trading on conclusion of signing of the Listing Agreement, which gave the go ahead for
the Grameenphone shares to begin trading in the Dhaka and Chittagong stock exchanges the same day. Public
subscriptions for shares of Grameenphone was the biggest public offer in Bangladesh history and mobilized a fund of BDT
4.86 billion with the allocation of nearly 69.5 million shares.

Following the approval for Grameenphone’s initial public offering (IPO) by the Securities and Exchange Commission (SEC)
of Bangladesh earlier in August 2009, the subscription process opened on October 04, 2009 and continued till October
08, 2009 to overwhelming response and was subscribed by more than three times. Interested investors were asked to
submit their applications through 503 branches of 15 commercial banks and the Investment Corporation of Bangladesh.

While the face value of each Grameenphone share was BDT 10 each, the actual issue price was BDT 70, which included a
premium of BDT 60. The market lot was fixed at 200 shares, which meant that potential investors paid out BDT 14,000 with
each application.
Business Review

The subsequent IPO Lottery was concluded at the Bangabandhu International Convention Center (BICC) on October 28,
2009, amidst huge, unprecedented participation from investors and the interested general public. Over 300,000
Grameenphone shares were allocated through the IPO and a pre-placement offer (PPO) process. In total around BDT 9.72
billion, or 10 per cent of the company’s valuation, was mobilized in two installments with BDT 4.86 billion raised through
pre-placement (PPO), which was completed earlier in December 2008, and the rest BDT 4.86 billion was raised through
the IPO. The total amount raised represented seven percent of the total DSE market capitalization.

Business Highlights
The biggest highlight for 2009 has been the launch of the Grameenphone branded handset – Grameenphone V100 – in
August. This was first time that a mobile phone operator in Bangladesh brought its own handset to the market. The handset,
priced at an affordable BDT 3,199, featured with a camera, FM radio and internet browsing facilities and had an inbuilt ‘GP
menu’ which listed all the attractive GP value added services in a single menu. The handset has a full color display and dual
language option for both Bengali and English menus.

Overall, the GP handset provided a subscriber everything he or she needed from a mobile phone at a very affordable price;
and, backed by Grameenphone reliability, the handset received overwhelming response from the market.

2009 also saw the launch of Grameenphone’s new internet vision “Light will find its way” and the launch of a special
internet SIM for internet access, in February. The move followed closely after an ISP license was granted to the Company. GP
also pledged to expand its internet platforms and develop more internet-related products and services. Currently
Grameenphone has over 4.3 million EDGE subscribers making the company the largest ISP in the country.

Among other customer services introduced in the year was the in-flight roaming service and mobile backup service.
In-flight roaming offers our international roaming subscribers with roaming facility during the flight. The service was initially
available on Emirates flights and has been extended to Malaysian Airlines, Qantas, Turkish Airlines and Saudi Arabian
Airlines. Subscribers onboard can use in-flight roaming after the aircraft leaves Bangladesh air space.

Mobile backup protects subscribers, who avail the service, from data loss on their phones. This service supports a
wide-range of mobile devices, including Symbian, J2ME, Windows Mobile and BlackBerry handsets.

The international SMS service has also been extensively expanded in 2009 to include 542 operators around the world to
include African countries like Ivory Coast, Rwanda and Liberia – which were long-pending expectation from the Bangladesh
Armed Forces to facilitate cheaper communication for family members posted in those locations.

As a company that serves to provide its subscribers solutions to make life easier, Grameenphone launched the StudyLine
service in June. StudyLine is accessible from any Grameenphone connection through a short code and callers can receive
education-related information from a human agent. In addition to other services, StudyLine offers admission information
on local schools, colleges and universities, as well as admission procedures for renowned universities from around the world
including up-to-date information on standardized tests like IELTS, SAT, GMAT, and GRE, etc.

Grameenphone has also partnered with the government in various projects, the most significant of which are the Early
Warning service, with the Ministry of Food and Disaster Management to disseminate early disaster warning to the people in
disaster-prone areas through the mobile phone’s cell broadcast function; and the partnership with the Bangladesh Post
Office and the Bangladesh Railway.

Under the terms of the agreement with the Bangladesh Post Office (BPO) Grameenphone has supplied 24,000 special SIM
cards to the employees of the BPO working in 8,000 Extra Departmental Sub and Branch Post Offices across the country.
These special SIMs feature a combination of the Flexiload (top-up) and GPPP (Grameenphone Public Phone) facilities; the
postmen will use these SIMs to both supplement their own income in the rural areas and facilitate communication between
themselves and the central post office.

In another business development, Grameenphone signed agreements with ICX (Interconnection Exchange) and IGW
(Interconnection Gateway) operators to route international calls to and from GP subscribers. This was done in compliance
with the ILDTS (International Long Distance Telecommunication Services) Policy 2007 which required that mobile
operators establish physical interconnection with ICXs and logical interconnection with IGWs via ICXs.

Implementation of the ILDTS Policy has removed the sole dependency on state-owned BTCL (Bangladesh
Telecommunications Company Limited) for international traffic business and introduced a competitive business
environment.
Grameenphone

12/13
The Shareholders
The shareholding structure comprises of mainly two sponsor Shareholders namely Telenor Mobile Communications AS
(55.80%) and Grameen Telecom (34.20%). The rest 10.00% shareholding includes General public & other Institutions.

Grameen Telecom (34.20%)

General public & other Institutions (10.00%)

Telenor Mobile Communications AS (55.80%)

Telenor Mobile Communications AS (TMC)


TMC, a company organized under the laws of the Kingdom of Norway, seeks to develop and invest in telecommunications
solutions through direct and indirect ownership of companies and to enter into national and international alliances relating
to telecommunications. It is a subsidiary of Telenor Mobile Holdings AS and an affiliate of Telenor. Telenor AS is the leading
Telecommunications Company of Norway listed on the Oslo Stock Exchange. It owns 55.80% shares of Grameenphone Ltd.

Telenor's strong international expansion in recent years has been based on leading-edge expertise, acquired in the
Norwegian and Nordic markets, which are among the most highly developed technology markets in the world. It has
substantial International operations in mobile telephony, satellite operations and pay Television services. In addition to
Norway and Bangladesh, Telenor owns mobile telephony companies in Sweden, Denmark, Hungary, Russia, Ukraine,
Serbia, Montenegro, Thailand, Malaysia, Pakistan and India with more than 174 million mobile subscriptions worldwide as
of December 31, 2009.
The Shareholders

Telenor uses the expertise it has gained in its home and international markets for the development of emerging markets
like Bangladesh.

As part of the conversion of Grameenphone from a private limited to a public limited company, Telenor Mobile Communications
AS transferred 10 shares each on May 31, 2007 to its three (3) affiliate organizations namely Nye Telenor Mobile
Communications II AS, Norway; Telenor Asia Pte. Ltd., Singapore; and Nye Telenor Mobile Communications III As, Norway.

Grameen Telecom (GTC)


Grameen Telecom, which owns 34.20% of the shares of Grameenphone, is a not-for-profit company in Bangladesh,
working in close collaboration with Grameen Bank, winner of the Nobel Peace Prize for 2006 along with its founder
Professor Muhammad Yunus. The internationally reputed bank for the poor has the most extensive rural banking network
and expertise in microfinance. It understands the economic needs of the rural population, in particular the women from the
poorest households.

GTC’s mandate is to provide easy access to GSM cellular services in rural Bangladesh and creating new opportunities for
income generation through self- employment by providing villagers, mostly to the poor rural women with access to modern
information and communication-based technologies.

GTC is also one of the three National distributors of Nokia brand handsets in Bangladesh and also the authorized service
provider of Nokia Care network, providing after sales services to the Nokia customers.

With the help of Grameen Bank, Grameen Telecom, with its field network, administers the Village Phone Program, through
which Grameenphone provides its services to the fast growing rural customers. Grameen Telecom trains the operators,
supplies them with handsets and handles all service-related issues.

GTC has been acclaimed for the innovative Village Phone Program. GTC & its chairman Nobel peace prize laureate Professor
Muhammad Yunus have received several awards which include: First ITU World information Society Award in 2005;
Petersburg Prize for Use of the IT to improve Poor People’s Lives” in 2004; GSM Association Award for “GSM in Community
Service” in 2000.

As part of the conversion of Grameenphone from a private limited to a public limited company, Grameen Telecom
transferred one share each on May 31, 2007 to its two affiliate organizations namely Grameen Kalyan and Grameen Shakti.

Grameenphone

14/15
The Shareholders

Top Twenty Shareholders as on December 31, 2009

Sl No Name of Shareholders Number of Ordinary Shares held Percentage

1 Telenor Mobile Communications AS 753,407,724 55.80%


2 Grameen Telecom 461,766,409 34.20%
3 Grameen Bank Borrower’s Investment Trust 11,037,221 0.82%
4 IDLC Finance Ltd. Portfolio A/C 6,598,800 0.49%
5 AB Investment Limited - IDA 6,495,300 0.48%
6 IFIC Bank Limited 3,684,900 0.27%
7 LankaBangla Finance Limited - Portfolio A/C 2,161,800 0.16%
8 United Commercial Bank Ltd. 2,096,700 0.15%
9 Grameen Capital Management Ltd. - Investors’ A/C 1,693,900 0.12%
10 Rupali Bank Ltd. 1,283,800 0.10%
11 Popular Life Insurance Co. Ltd. 1,234,400 0.09%
12 Prime Bank Ltd. – Investors’ A/C 1,158,100 0.09%
13 Trust Bank 1st Mutual Fund 1,064,200 0.08%
14 Union Capital Ltd. – Investors’ A/C 1,059,000 0.08%
15 ICB Unit Fund 975,800 0.07%
16 The City Bank Ltd. 975,600 0.07%
17 The Trust Bank Ltd. 894,300 0.06%
18 Trust Bank Ltd. – NRB A/C 891,800 0.06%
19 Grameen One : Scheme Two 872,800 0.06%
20 People’s Leasing and Financial Services Ltd. 799,700 0.06%

Total 1,260,152,254 93.31%


Organizational Structure

GP Organogram &
Management
Board of Directors
Board
Audit Committee
Delwar Hossain
Azad*
Financial Services

Mustaque Ahmed*
Strategy
Oddvar Hesjedal
Farhad F. Ahmad*
Chief Executive
Internal Audit
Officer
Serajus Saleheen*
Wholesale Business
**Ishtiaq Hussen
Chowdhury* Raihan Shamsi
Stakeholder Deputy CEO Arne Viggo
Relation Aronsen*
Sourcing

Department of
Company Secretary

Kazi Monirul Kabir Mahmud Hossain


Frode Stoldal Arild Kaale Raihan Shamsi
Chief Arnfinn Groven (Acting) Chief
Chief Technology Chief Marketing Chief Financial
Communications Chief People Officer Corporate Affairs
Officer Officer Officer Officer Officer

* Not a part of the Management Team

** Deputy CEO has a special role on Stakeholder Relation of the Company. Stakeholder Relation team of Corporate
Affairs has a dotted reporting to Deputy CEO.
Grameenphone

16/17
A family made of dreams
What does it take to be a family? Is it just a bond shared between people connected by blood? Or a connection
shared between individuals bonded by loyalty, devotion and similar aspirations? Perhaps no one knows better
than Amir Hossain, aged 52, and a proud member of one of the largest families around; over 4800 individuals
looking out for each other, sharing the same goals and thinking uniquely, yet collectively.

History talks about many such examples when people came together; each individual being as unique as they
are, but tied as one by a belief that’s greater than each of them. During times of war, times of peace, times of
unforeseen catastrophes, times of unimaginable discoveries, times of oppression, times of revolution, times of
mourning and during times of celebration – we have chosen to set aside our differences and become part of
one family, sharing a single dream.

Amir Hossain is one of the oldest members of a family bonded together by a single dream; connected together
with a mission to connect others, former strangers become members of a family - the Grameenphone family.

Amir Hossain
Office Assistant

Grameenphone
18/19
The family which Amir Hossain
belongs to is built on the very
essence of relationships shared
between people and their
families. And, the commitment
towards ensuring that families
always “Stay Close”, is the single
dream that ties together the
Grameenphone family.

Grameenphone
20/21
Directors’ Profile
Mr. Sigve Brekke was appointed to the Board on September 1, 2008, and is also
chiarman of Grameenphone Board. Mr. Brekke has held a number of positions in the
Telenor Group. He joined Telenor Asia PTE Ltd. in 1999 as Manager of Business
Development, and later became Managing Director. He served as the co-CEO of
Total Access Communications PLC (“DTAC”) from 2002 to 2005, and became sole
CEO from 2005 till September 1, 2008. Most recently, in July 2008, he was
appointed as Head of Telenor Asia. Prior to joining Telenor, Mr. Brekke served as the
Deputy Minister (State Secretary) of Defence in Norway in 1993 and was also an
associate research fellow at the John F. Kennedy School of Government, Harvard
University. Mr. Brekke holds a Master of Public Administration from John F. Kennedy
School of Government, Harvard University.
Sigve Brekke

Ms. Hilde Tonne was appointed to the Board on January 20, 2010. She currently serves
as Executive Vice President and Head of Communications & Corporate Responsibility,
Telenor Group. Ms. Tonne came to Telenor in 2007 from Norsk Hydro, where she was
Head of Technology & Research in Hydro Oil & Energy. During the years from 1991 to
1999, Ms. Tonne held various positions in Saga Petroleum. From 2000 to 2007, she
served in several managerial positions in Hydro. Ms. Tonne serves on the Board of
Directors in Det Norske Veritas AS and Statkraft AS. She obtained a Master of Science
in Petroleum Technology from the Norwegian Institute of Technology in Trondheim,
Norway and RWTH Aachen in Germany.

Hilde Tonne
Directors’ Profile

Ms. Nurjahan Begum was appointed to the Board on January 20, 2010. She is currently
serving as Deputy Managing Director of Grameen Bank, and also as honorary Managing
Director of Grameen Shikkha (Education), a non-profit organization in the Grameen
family. She was one of the earliest associates of Professor Muhammad Yunus when the
latter started the Grameen Bank Project in 1976 in the village Jobra in Chittagong district
of Bangladesh. Ms. Nurjahan, who studied Bangla Literature and Culture at Chittagong
University, played an important role in organizing poor rural women in Grameen Bank’s
grassroots groups during the bank’s earliest and most challenging days. She was the first
‘Principal’ of the Grameen Bank Training Institute. She served as consultant, trainer and
evaluator of microcredit programs in many countries and lectured at different
universities, conferences and seminars in different countries of the world. She is also
serving on the Board of several organizations including Grameen Foundation, USA. She
was awarded the Susan M. Davis Lifetime Achievement Award 2008 by Grameen
Nurjahan Begum Foundation. She was also awarded World Summit Millennium Development Goals Award
2009 and the Vision Award 2009. She participated in the Fortune Most Powerful
Women Summit held in Los Angeles in 2007 and was appointed president to the
Foundation for Justice Prize giving ceremony held in Valencia, Spain in 2007.

Mr. M. Shahjahan was appointed to the Board on June 26, 2006 and is also chairman of
our Treasury Committee and Board Audit Committee. He currently serves as the General
Manager and Head of the Accounts, Finance, Planning, Monitoring and Evaluation
Division of Grameen Bank. Prior to joining us, he served in several executive management
positions in Grameen Bank, including Chief of the Audit Department and Zonal Manager.
Mr. Shahjahan is a member of the Board of Directors of several Grameen peer companies
that work in the fields of health, education, agriculture, welfare, renewable energy,
telecommunications, venture capital financing and merchant banking. He obtained,
from the University of Dhaka, a Bachelor of Commerce (Honours) in Accounting in 1976,
as well as a Masters degree in Accounting in 1977 and a Masters degree in Finance in
M. Shahjahan 1981. He was awarded ICAB Medal (Silver) for passing the ‘C.A Intermediate’ examination
at the earliest eligible chance in 1981.
Grameenphone

22/23
Directors’ Profile

Mr. Per Erik Hylland was appointed to the Board on June 25, 2007 and is also chairman
of our Human Resources Committee and Health, Safety, Security & Environment
Committee. He is Senior Vice President in Telenor Asia and serves as Country Manager in
Bangladesh. Mr. Hylland has professional experience in the banking, information
technology and telecommunications industries. He joined Telenor in 1994 and since
then has held several senior management positions. During the past eleven years, he
has worked in ten countries as a Telenor representative for Central and Eastern Europe,
North Africa and Asia. During the same period, Mr. Hylland acted as a director for Telenor
companies in Austria, the Czech Republic, Hungary and Slovakia. He is an information
Per Erik Hylland technology engineer educated in the Norwegian Ministry of Defence.

Mr. Md. Ashraul Hassan was appointed to the Board on January 20, 2010. He currently
serves as Managing Director of Grameen Telecom, engaged in promoting and providing
easy access to GSM cellular services in rural Bangladesh. He also serves as Managing
Director of Grameen Knitwear Ltd., Grameen Distribution Ltd. and Grameen Fabrics &
Fashions Ltd. He gained diversified knowledge in textile sector specially in the field of
composite knit wear having wide exposure in the industrial management, export market,
labour management and so on. He started his professional career in Grameen Bank, the
Nobel Peace Prize winning organization. During his 15 years tenure with the Bank, he
held various key positions including the Chief of Engineering section. He has gained
extensive knowledge in the field of construction engineering and extended notable
contribution for the infrastructural development of the Grameen Bank. He serves as a
member of the Board of Directors of several enterprises of Grameen family which play
Md. Ashraful Hassan
commendable role in the fields of renewable energy, health care, food & nutrition,
information technology, etc. He holds Bachelor of Science in Civil Engineering from
Khulna University of Engineering and Technology, Bangladesh.

Mr. Knut Borgen was appointed to the Board on January 20, 2010. He currently serves as
Senior Vice President - Business Development, Telenor Asia (ROH). Mr. Borgen has
professional experience in banking and telecommunications industries. He joined
Telenor in 1997. He has been working in the Asian region since 2001. He is currently a
member of the Board of Directors of Telenor Pakistan and Total Access Communications
(Thailand). He obtained a B.A. in Economics from San Jose State University in 1984 and a
Master of Business Administration from University of Michigan in 1987.

Knut Borgen
Directors’ Profile

Mr. Snorre Corneliussen was appointed to the Board on the March 23, 2009. In January
2009, he joined the Telenor Asia office, and from 2005 he was serving as Senior Advisor
at the Telenor Global Coordination in Norway. Mr. Corneliussen started in Telenor in
2003 as Operations Manager responsible for the operations of the fixed, mobile and
data networks in Norway, Sweden and Denmark. Before he began working for Telenor,
Mr. Corneliussen held several positions in Ericsson. He started working as a researcher in
1997 then became a project leader and led several of the early 3G and IP related
development projects. In 2000, Mr. Corneliussen became a Product Manager before he
moved to Sweden in 2001 and worked as project office manager at the Ericsson head
office in Stockholm. He is currently a board member at DTAC in Thailand. Mr.
Corneliussen holds a Master of Business Administration degree from the Norwegian
School of Economics and Business Administration (NHH). He holds a Master of Science
Snorre Corneliussen degree in telecommunication from the Norwegian School of Technology (NTH) and he
has additional education in Social Economy from the University in Oslo (UiO). Mr.
Corneliussen has also studied leadership development at Harvard Business School.

Dr. Jamaluddin Ahmed FCA was appointed to the Board on March 19, 2010 as the
Independent Director. Dr. Jamal is a Partner at Hoda Vasi Chowdhury & Co., Chartered
Accountants, which is the associate firm of Deloitte & Touche in Bangladesh. He is the
current president of the Institute of Chartered Accountants of Bangladesh (ICAB). Dr.
Jamal is engaged in assignments in Financial, Banking and Energy Sector industries. He
worked as country specialist in Migrant Remittance Management. He was involved in
DFID funded Cheque Automation, Automated Clearing System and in the development
of National Payment System in Bangladesh. Over his professional career, Dr. Jamal has
written copious publications and conducted numerous research papers on various
Dr. Jamaluddin Ahmed FCA aspects. Recently, Dr. Jamal completed his research paper on mobile banking for speedy
remittance to rural Bangladesh, Cost and Pricing of Remittance - A Comparative Study.
Moreover, he conducted a Study in 2008 on the Mobile Banking in Afghanistan for the
Micro Finance Transaction funded by the USAID. Dr. Jamal is currently working as
Independent Director of four other organizations. He holds Masters degree in
Accounting from Dhaka University, PhD from the Cardiff Business School, under the
University of Wales United Kingdom, and he is also a fellow of the ICAB.
Grameenphone

24/25
Profile of the
Management Team
Profile of the Management Team

Mr. Oddvar Hesjedal was appointed as our Chief Executive Officer effective from November 10,
2008 after joining us as Chief Technical Officer in June 2008. He was a Senior Vice President
of Telenor, and had held senior management positions within the Telenor Group over the last
15 years. He was Chief Technical Officer and Chief Operating Officer of Kyivstar GSM, Ukraine
from 2004 to 2006, Head of Corporate Strategy of Telenor AS from 2001 to 2003, Head of
Corporate Research & Development of Telenor AS from 1995 to 2001 and Chief Information
Officer of Telenor AS from 1993-1995. He previously headed the International Broadband
Initiative within the Telenor Group, in 2005. He has been a member of numerous Boards of
companies within and outside Telenor. Before joining Telenor, he was the Chief Executive
Officer of software and consultancy companies in Norway and Sweden. He holds a Masters
Oddvar Hesjedal
degree in computer science from the University of Oslo. CEO

Mr. Raihan Shamsi was appointed as our Deputy Chief Executive Officer and Chief Financial
Officer, effective from March 9, 2010. He also remains as Company Secretary, a position he has
held since 2005. He was previously our Chief Corporate Affairs Officer and, before that,
Director of Financial Management & Head of Internal Audit. Prior to joining us in late 2001, he
worked in a number of multinational organizations, including Shell, Unilever and KPMG
Bangladesh. He is a Chartered Accountant in profession and has been working in financial
management and internal control functions for around twelve years.

Raihan Shamsi
Deputy CEO & CFO

Mr. Arnfinn Groven was appointed as our Chief Human Resource Officer, effective from January
19, 2009. He was previously Director of Customer Services. He joined us as Senior Advisor in
the Customer Management Division in August 2007. He started his career in 1984 at the Work
Research Institute in Oslo as a Scientific Assistant. For the next 12 years, he developed his
expertise in human resource management and career counseling in different reputable
organizations in Norway. In 1996, he joined the Telenor Consumer Customer Service. In 2000,
he became the Operational Director of Telenor Customer Service in Oslo. He is currently on
secondment from Telenor. He holds a degree in Psychology from the University of Oslo and an
executive degree on the Telenor International Management Program from the Stockholm
School of Economics. Arnfinn Groven
CPO
Profile of the Management Team

Mr. Frode Stoldal was appointed as our Chief Technology Officer, effective from January 19,
2009. He joined us as Chief Information Officer in November 2007 and is on secondment from
Telenor. Prior to that, he was with Telenor for approximately seven years in a number of senior
positions, including Project Director for Global Coordination, Strategy Adviser for Group CIO
and Head of CRM solutions for Telenor Norway. Prior to joining Telenor, he worked for four
years in the consulting and internet industry, for PricewaterhouseCoopers and Infostream. He
holds a Masters degree in Technology Management from NTNU/Massachusetts Institute of
Technology, Sloan School of Management, Boston, specializing in Business Value of IT. He also
holds a Master of Science in Economics and Business Administration from the Norwegian
Frode Stoldal School of Economics and Business Administration and he has a Business degree specialized in
CTO Managing Networked Businesses from Harvard Business School.

Mr. Arild Kaale was appointed as our Chief Marketing Officer, effective from September 10,
2009. Before joining Grameenphone he was Chief Marketing Officer in Telenor Promonte, the
number one operator in Montenegro. While with Telenor and Promonte, he has been a part of
the Board of Directors of Penetrace in Norway. After three years serving as a second lieutenant
in the Norwegian armed forces, Arild started his career as Managing Director in
Lasbuakonsernet in 1995. He joined Scandinavian Airlines System in 1997, working both in
Sweden and in the US with Star Alliance related activities. In 1998 he was appointed Marketing
Director for the Swedish market. Before joining Telenor Zonavi as Commercial Director he
served in Office 24-7 AS in the capacity of Nordic Marketing Director. In 2003, Arild joined
Telenor Business Norway as Head of Marketing with responsibilities of marketing/CRM
Arild Kaale activities, segment management, analysis and training. Arild has also been responsible for
CMO third party distribution within the business segment in Norway. Arild holds a Masters of Business
and Economics from Bedriftsokonomisk Institute in Oslo and Indiana University in the US.

Mr. Kazi Monirul Kabir was appointed as our Chief Communications Officer, effective from
September 01, 2009. He has been a part of Grameenphone since April 2008 when we joined as
the Head of Regional Sales to lead the largest team in Grameenphone. He moved to
Communications Division as Head of Market Communication before being appointed as the Chief
Communications Officer. He has extensive experience spanning over 11 years in the corporate
world. He started his career at British American Tobacco Bangladesh where he received
numerous accolades for his role in Trade Marketing & Distribution, Brand Communication and
Change Management at company level. He was the architect of the Direct Sales team of
Banglalink GSM that was pivotal in the achieving wide reach and sales volumes that the initiatives
generated. He has also held an Executive Director position at one of the leading media agencies
Kazi Monirul Kabir in the country. Prior to his corporate life he had completed his Bachelors of Business
CCO
Administration from School of Management & Business Administration of Khulna University.

Mr. Mahmud Hossain was appointed as our acting Chief Corporate Affairs Officer, effective from
March 08, 2010. Immediately prior to taking on this role, Mahmud was serving as General
Manager, Regulatory Affairs of Corporate Affairs – a position he has held since August 2009. He
started his career as a telecom professional since the beginning of the liberalization of the
industry in Bangladesh in 1990. He joined the Technical team of Hutchison BD Telecom
(presently CityCell) after his completion of Bachelors degree in Electrical & Electronic
Engineering from the Bangladesh University of Engineering & Technology (BUET). Later he did
his MBA (majoring in Finance) from IBA, University of Dhaka, and his Masters (Telecom) from
Concordia University, Canada. Mahmud had earlier worked for Grameenphone as Additional
Mahmud Hossain General Manager in Network Operations for a brief period in 2000-2001.
Acting CCAO
Grameenphone

28/29
2009 has had a great year, least of because Grameenphone has been successfully listed in the local stock exchanges – the
listing was the result of countless man-hours and incredible effort from a large dedicated team.

The IPO was also a demonstration of the cooperation and commitment we have received from the government and
regulatory bodies to transform Grameenphone into a public listed company.

It has been no small feat that the Grameenphone IPO was the largest single issue in Bangladesh for both the Dhaka and the
Chittagong bourses; we all expect that the company as well as the shareholders will both gain immensely from this exposure.

The company has seen gradual increase in EBITDA margins in 2009, despite a slight drop in the last quarter compared to the
last quarter of 2008 – but this has been mainly due to higher subscription acquisition cost. However, capital expenditure has
decreased through 2009 in line with traffic demand. Notably capital expenditure for the fourth quarter of last year included
BDT 5.9 billion (590 crore) for acquiring additional frequency.

This frequency has helped greatly in expanding our mobile services to 23 million subscribers nationwide, although the SIM
tax still remains to be the biggest barrier for subscriber growth for the industry. It is very evident that subscriber growth is
affected by the existing high SIM tax because when it is passed onto the customer it significantly reduces the number of new
connections.

Nonetheless at the end of 2009, the number of subscriptions has crossed 23 million, which translates to a little over 44% of
market share.

Grameenphone has invested heavily in Bangladesh and will continue to do so. So far the Company has invested more than
BDT 149.5 billion (BDT 14,950 crore) in Bangladesh; last year 2009 alone Grameenphone invested over BDT 10 billion (BDT
1,036 crore).

As a strong corporate house in Bangladesh, Grameenphone has paid Bangladesh Government BDT 28.7 billion (BDT 2,870
crore) as direct taxes, VAT and duties, and in fees paid to the Bangladesh Telecommunication Regulatory Commission
(BTRC). Additionally, Grameenphone paid another BDT 1.8 billion (BDT 180 crore) through commercial agreements with the
Bangladesh Railway (BR) and Bangladesh Telecommunications Company Limited (BTCL).

Happily the Grameenphone network presently covers almost the entire population with more than 12,700 base stations
located in about 7,200 sites in operation around the country. The network is also fully EDGE/GPRS enabled, allowing the
customers to access high-speed internet from anywhere within its coverage area.

Among the major developments in 2010, in the period before publication of this Annual Report, the Board of Directors of the
Company, at its 99th meeting held on January 20, 2010, decided to form a new wholly-owned subsidiary named
'Grameenphone IT Ltd.'. The objective of this company is to provide IT related services to Grameenphone and other external
parties. This new subsidiary was incorporated on 28 January 2010.

Additionally Grameenphone is in the process of signing telecom infrastructure sharing agreements with other telecom

Message from
operators and internet service providers. In 2010, Grameenphone Ltd has signed agreements with Orascom Telecom
Bangladesh Limited (Banglalink), and Axiata Company Limited (AKTEL) to share telecom infrastructures. This initiative will
mutually benefit both operators in terms of providing faster and cost effective services to subscribers.

the Chairman Sigve Brekke


Chairman

March 19, 2010


Looking back at 2009, I can safely say that it has been a wonderful year for Grameenphone – this will forever be marked the
year that Grameenphone went closer to the people when the Company was successfully listed in the local bourses in
November.

Significantly the Grameenphone listing has been the biggest public offer in Bangladesh history, mobilizing a fund of BDT
4.86 billion with the allocation of nearly 69.5 million shares; accounting for almost seven percent of the market
capitalization of the Dhaka Stock Exchange (DSE) alone. We could not done any of this had it not been the trust placed on
us by the investors.

IPO aside, we saw an addition of 2.27 million new subscribers for the Company, boosting our subscriber base to more than
23 million or a little over 44% market share when we ended the year. However the BDT 800 SIM tax continues to be a major
barrier for greater tele-penetration in the country.

The year 2009 has been eventful with the launch of many unique innovative services. We launched our internet vision and
the GP-branded internet (EDGE) Modem in February with the promise that “light will find its way,” following the approval of
our ISP license. Then in August, for first time ever by a mobile operator in Bangladesh, we introduced a Grameenphone
branded handset into the market, to great appreciation.

In October 2009, we introduced a service called StudyLine which is accessible from any Grameenphone connection
through a short code for callers to receive education-related information through a human agent.

We continue to explore avenues for introducing financial services through the mobile phone and have made significant
headway in 2009 with the expansion of our BillPay service to include many more utility companies in its fold. We are
exploring the possibility of other financial services that may bring an immediate benefit to the people of Bangladesh –
remittance services.

Effectively, remittance services over the mobile network would easily reach locally or internationally remitted funds almost
to the receiver’s doorstep – cost efficiently and hassle-free. Moreover, remittance services would usher in financial
accountability to the more informal rural financial sector.

Our climate initiative led us to roll-out 12 solar and 1 wind power BTS across the country. I am proud to say that our climate
change initiative was recognized internationally when Grameenphone, jointly with Huawei Technologies Ltd., was awarded
the “Green Mobile Award” at the GSMA Asia Congress last November for our climate-friendly new network equipment.

2010 promises to be full of opportunities to expand our business and ICT expertise to meet new development challenges
as well as offer yet even more innovative products and services for our customers. Again, 2010 will also be our first year as
a listed company and this status brings up additional challenges both in terms of information protection and disclosure.

In my opinion, in an environment of heightened competition triggered by the possible entrance of a new player in the
market, the playing field is ripe for action and the possibilities are rich with potentials. Sound competition and

Message from the


investment-friendly regulations are good for the telecom industry as well as the general development of the country.

Chief Executive Officer Oddvar Hesjedal


CEO

March 19, 2010


Corporate Governance
in Grameenphone
Corporate Governance is the structured process through which an organization is directed, controlled and held
accountable. It clearly defines the rights and responsibility of the Board, Management, Shareholders and other
Stakeholders like Government and the society at large. Grameenphone believes in the continued improvement of
corporate governance. This in turn has led the Company to commit considerable resources and implement internationally
accepted Corporate Standards in its day-to-day operations.

The Board of Directors and the Management Team of Grameenphone are committed to maintaining effective Corporate
Governance through a culture of accountability, transparency, well-understood policies and procedures. The Board of
Directors and the Management Team also ensure maintaining of compliance with all applicable laws of Bangladesh and
internally developed policies, procedures and controls.

Board of Directors
The Directors of the Board are appointed by the Shareholders in the Annual General Meeting (AGM) who are accountable
to the Shareholders. The Board is responsible for guiding the Company towards the goal set by the Shareholders. The Board
also ensures that Grameenphone Policies & Procedures and Codes of Conduct are implemented and maintained; and the
Company adheres to generally accepted principles for the governance and effective control of Company activities. In
addition to the other legal guidelines, the Grameenphone Board has also adopted “Governance Guidelines for the Board”
for ensuring better governance in the work and the administration of the Board. The Board of Directors in Grameenphone
is comprised of nine members including the Chairman who is elected from amongst the members. In compliance with the
Corporate Governance Guidelines issued by the Securities and Exchange Commission (SEC) and as per the provision of the
Articles of Association (AoA) of the Company, the Board of Directors in its 101 st Board meeting held on March 19, 2010
appointed an Independent Director to the GP Board.

The AoA requires the Board to meet at least four times a year and otherwise when duly called for in writing by a Board
member or Shareholder. Dates for Board Meetings in the ensuing year are decided in advance and the notice of each Board
Meeting is served in writing.
Corporate Governance

Board Committees

Board of Directors

Health, Safety,
Human Resources
Audit Committee Treasury Committee Security and
Committee
Environment Committee

a) Audit Committee
The Grameenphone Audit Committee was established in late 2008 as a sub-committee of the Board and has
jurisdiction over Grameenphone and its subsidiaries. The audit committee is comprised of three members of the
Board including an independent Director. The Chief Executive Officer, the Chief Financial Officer, the Company
Secretary and the Head of Internal Audit are permanent invitees to the Audit Committee meetings.

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to internal control,
financial reporting, risk management, auditing matters and GP’s processes of monitoring compliance with
applicable legal & regulatory requirements and the Code of Conduct. The Audit Committee Charter as approved by
the Board defines the purpose, authority, composition, meetings, duties and responsibilities of the Audit Committee.

b) Treasury Committee
This committee consists of three members who are appointed by the GP Board. All significant financial matters which
concern the Board are discussed in this committee meeting in detail. Upon endorsement of the Treasury Committee,
such issues are forwarded to the Board for their final review and approval.

c) Human Resources Committee


This Committee consists of three members who are appointed by the GP Board . The Committee supports the Board
in fulfilling its oversight responsibilities with respect to Human Resources policy, including employee performance,
motivation, retention, succession matters and Codes of Conduct.

d) Health, Safety, Security and Environment Committee


This Committee consists of three members who are appointed by the GP Board. The Committee supports the Board
in fulfilling its legal and other obligations with respect to Health, Safety, Security and Environment (HSSE) issues. The
Committee also assists the Board in obtaining assurance that appropriate systems are in place to mitigate HSSE risks
in relation to the company, employees, vendors etc.

Company Secretary
The Board of Directors appoints Company Secretary and defines his/her roles & responsibilities. In GP, among other
functions, the Company Secretary:

 bridges between the Management and the Shareholders/Board on strategic and statutory decisions and
directions.
 acts as a quality assurance agent in all information stream towards the Shareholders/Board.
 is responsible for ensuring that the appropriate Board procedures are followed and advises the Board on Corporate
Governance matters.
Grameenphone

34/35
Corporate Governance

 acts as the “Disclosure Officer” of the Company and monitors the compliance of the Acts, rules, regulations,
notifications, guidelines, orders/directives etc. issued by the Securities and Exchange Commission (SEC) or
Stock Exchange(s) applicable to the conduct of the business activities of the Company so as to promote the
interest of the investors.

Management Team (MT)


The Management Team is the executive committee of Grameenphone managing the affairs of the Company. The
Management Team consists of the CEO and other key leaders across the Company. The CEO is the leader of the team.
Management Team endeavors to achieve the strategic goals & mission of the Company set by the Board of Directors. The
Management Team meets on a weekly basis to monitor the business performance of the Company.

Control Environment in Grameenphone


In implementing the right Governance in Grameenphone, the Board and the Management Team ensures the following:

a) Going Dynamic Management Model


Going Dynamic is a strategic management model that focuses on relating strategic ambitions with actions and
emphasizes on regular monitoring of the KPIs with a realistic predictive model (rolling forecast). This enables a
forward-looking and action oriented approach towards managing the business. The resource allocations are
dynamic and are based on the intended actions linked with the strategy. It aims to build a culture of freedom through
responsibility and thereby inculcating an entrepreneurial mindset in the organization leading to increased
responsiveness to surrounding changes.

As opposed to traditional budgets where targets, resource allocation and forecasts are combined, the Going
Dynamic concept manages the aforesaid three processes separately. By separating these three processes, the
model tries to eliminate the "budget-gaming" and re-focuses on initiatives to minimize the gap between the targets
(KPIs) and forecasts and drive business towards ambitions. The corporate level initiatives are cascaded down at
divisional & individual levels and reviewed and monitored continuously against the forecasts, which serves as a radar
screen, showing the future outcome of actions undertaken. Targets/KPIs are set on relative terms to reflect the
changes in business environment and thus ensuring a performance culture focused on attainting strategic
ambitions. Resource allocations are aligned with strategic ambitions through the setting of relative KPIs.

b) Financial Reporting
Grameenphone has strong financial reporting procedures in line with the requirements of International Financial
Reporting Standard (IFRS), Bangladesh Accounting Standard (BAS) and other local legislations. In Grameenphone
financial reports are generated from ERP (Enterprise Resource Planning) system.

Apart from the statutory reporting, Grameenphone also maintains regular reporting to its group company Telenor
which consolidates all its subsidiaries’ financial information in its consolidated Financial Statements.

c) Management of Assets
Grameenphone is continuously investing in telecom network and other related infrastructure in line with the
Company Strategy. To maintain accountability and proper utilization of assets, it complies with clearly defined and
approved policies starting from procurement, recording, reporting and up to the level of disposal of assets. To ensure
proper safeguarding of assets, physical verification of network assets is conducted periodically on test basis and all
risks relating to these assets are properly insured both locally and internationally.

d) Statutory Audit
Statutory Audit of the Company is governed by the Companies Act, 1994. The Companies Act explicitly provides
guidelines for the appointment, scope of work and retirement of auditors. Shareholders appoint auditors and fix their
Corporate Governance

remuneration in the Annual General Meeting. The auditors also carry out interim audit and review the quarterly
financials of the Company.

e) Internal Audit
Internal Audit supports the Company to achieve its objectives by bringing a systematic, disciplined approach to
evalua te and improve the effectiveness of its risk management, control and governance processes. In order to
ensure organizational independence of Internal Audit, the Head of Internal Audit reports functionally to the Audit
Committee and administ ratively to the Chief Executive Officer.

Grameenphone Internal Audit is empowered to carry out its activities in Grameenphone and its subsidiaries. Internal
Audit activity is governed by the Internal Audit Charter, which is approved by the Board. Grameenphone Internal
Audit department discharges its assu rance and consulting activities through management of three distinct audit
streams: Finance, Technology and General Business processes. Additionally, a separate team is responsible for
quality assu rance of internal audit activity. A risk-bas ed annual audit plan is in place, which takes into consideration
the strategic imperatives and major risks surrounding Grameenphone, while considering pervasive audit needs.
Grameenphone Internal Audit also works closely with Telenor Group Internal Audit in sharing knowledge and
resources to ensu re achi evement of internal audit delive rables.

f) Internal Cont rol


Grameenphone has established a strong internal control as a part of good Corporate Governance. Board of
Directors, Management, and Personnel of the Company ensure sound internal controls to provide reasonab le
assu rance regarding the achi evement of Company objectives in the a reas of:

 Effectiveness and efficiency of ope rations


 Reliability of financial reporting
 Compliance with laws and regulations

Five essen tial components of Internal Control; Control Environment, Risk Assessment, Control Activities, Informa tion
& Communication and Monitoring are embedded into the Governance culture of Grameenphone.

g) Risk Management
Risk Management at Grameenphone is concerned with earning competitive returns from the Company’s various
business activities at acceptable risk level. It supports the Company’s competitiveness by developing a culture,
practice and structure that systematically recognize and addresses future opportunities whilst managing adverse
effects through recognizing risk and acting appropriately upon it. The Company has well defined risk management
policy, procedures and processes to mi tigate strategic and en terprise level risks.

Further to address & manage risk, the Company also works on ensuring,
 Implementation & good practice of required policies & p rocedures
 Controls on different Revenue Assurance & Fraud Management func tions

h) Pursuan ce of Sarbanes Ox ley Act


Grameenphone has its strong intention to retain solid Financial Accounting & Reporting platform by ensuring
effective transac tional fl ows across the Company.

To achieve such target a strong set of control points in line with the principles of “Internal Control over Financial
Reporting (ICFR)” has been successfully implemented. These controls are fully aligned with globally recognized
apparatus, Sarbanes-Ox ley Act 2002. Grameenphone has been SOX successful for last four consecutive years 2006,
2007, 2008 and 2009.
Grameenphone

36/37
Corporate Governance

i) Compliance with Rules & Regulations of the Country


As the leaders of a compliant Company, the Management Team of Grameenphone is accountable not only to its Board
or Shareholders but also to various external regulatory bodies. These regulatory bodies maintain a close monitoring
process on Grameenphone. In this context, the Company provides complete set of financial statements to the
Securities and Exchange Commission (SEC), Stock Exchanges, National Board of Revenue (NBR), Registrar of Joint
Stock Companies & Firms (RJSC), Bangladesh Telecommunication Regulatory Commission (BTRC) and the Board of
Investment (BOI). In order to conduct day to day business Grameenphone has been rendering its best effort to comply
with the existing applicable laws of the country as well as with the directives/guidelines of various Government
Authorities.

j) Business Continuity and Crisis Management (BCCM)


Being the country’s largest communication solution provider Grameenphone feels an immense responsibility for its
continuous operation under any circumstances. We must embrace the fact that no matter how solid any business is,
things may go wrong at any time & research results also support this fact.

So to generate resilience in entire business operations Grameenphone started practicing world class Business
Continuity & Crisis Management since last year to avoid this kind of catastrophic situation and also to uphold the
shareholder’s value.
 Business Continuity Management is a holistic management process that GP embeds in its business culture by
this time with several different methodical approach including disaster recovery planning, business resumption,
contingency planning, and crisis management planning etc.
 Last year GP BCCM has reviewed all critical business processes and conducted Business Impact Analysis (BIA) of
all these processes and its dependent technology & IT systems. Through this rigorous analysis GP has been able
to find out the areas where it needs special attention. After successful completion of BIA, GP has formulated the
BCM Strategy, Disaster Recovery Plan, Department of Continuity & Recovery plans
 To enhance crisis management capability GP BCCM has also conducted international level Crisis Management
Exercise last year at its own crisis management centre which is a separate location built only to handle the crisis
or disastrous situations. Many internal & external observers from home and abroad have observed this unique
exercise and appreciated this initiative of building robustness in management competence

In BCCM’s continuous journey it has got many initiatives like to foster business continuity management sense up to
regional level, awareness development, practice, rehearse & maintain of entire BCM life cycle in true sense so that
GP can leverage its business efficiency and generate more resilience to protect its shareholder’s value.

k) Ethics and Behaviour

i) Codes of Conduct
Grameenphone has adopted a clearly defined Codes of Conduct approved by the Board of Directors for securing
good business ethics and conduct in all aspects of the Company’s activities. The Codes of Conduct are properly
communicated to all the employees and others acting on behalf, who are strictly required to abide by it.

ii) Restrictions on dealings in GP Shares by Insiders


The Company has established policy relating to trading in the GP shares by Directors, Employees and other Insiders.
The securities laws also impose restrictions on similar sort of transactions. All the Insiders are prohibited from trading
in the GP shares, while in possession of unpublished price sensitive information in relation to the Company during
prescribed restricted trading period. Directors and Employees are also required to notify their intention to trade in
the GP shares prior to execution of the same.

l) Investors Relation (IR)


As the largest public listed corporate house in Bangladesh, Grameenphone always pays great importance to its
investors community and their information requirements. With the sincere desire to stay close with investors
Corporate Governance

community, GP has recently established the Investor Relations Department which will bridge the gap between
investors and the Company.

Institutional investors, security analysts and other members of the professional financial community , have the right
to know about GP , its developments and future directions on a broad basis. IR as a specialized department will keep
in touch with Investors community on proactive basis and will feed in the pulse of the capital market to the
management by maintaining required communication process.

The IR department is being headed by Head of Investor Relations with reporting to the Chief Financial Officer.

m) Communications with Shareholders


The Company aims to be open and transparent with all stakeholders, including the owners of the Company – the
Shareholders. Information is communicated to the Shareholders regularly through a number of forums and
publications. These include:

 Annual General Meeting of the Company


 Quarterly, Half-yearly and the Annual financial statements, which is also posted at Company’s website
 Price Sensitive Disclosure and other disclosures to the SEC, Stock Exchanges and mass shareholders; and
 Company’s website, where the Company announcements, media releases, previous year’s results etc. are posted
under the Investors Relation section

The Company has adopted a detailed policy on information disclosure and communication. In compliance with
continuous disclosure requirements, the Company’s policy is that Shareholders will be informed in a timely manner
of all major developments that impact the business of the Company.

Grameenphone believes in transparency and accountability to society as a whole through establishment of efficient and
effective Corporate Governance procedure. It also believes that Corporate Governance is a journey not a destination and it
needs to be continuously developed and adapted to meet the changing needs of a modern business.

Grameenphone

38/39
Shammi is a proud member
of our National Special
Olympics team, but she
isn’t just aparticipant, she
is a Gold Medal Winner in
Badminton at the Special
Olympics. Shammi is not
alone, Grameenphone
proudly sponsors her team
of special athletes–special
not because they are
different, but because they
are Olympians.

Grameenphone
42/43
Corporate Social
Responsibility
“A shared responsibility, for a common future”
While we maintain our business focus, taking the nation forward remains our top priority. Thus our relationship with
Bangladesh is built on a partnership, which strives to achieve common economic and social goals.

People

Social
Business
Investment
Corporate
Responsibility

Product Environment

Our Social investments are consolidated in three main focus areas, namely, Healthcare, Education and Environment.

Health
Almost half of the country’s population lives below the poverty line and are deprived from basic primary healthcare.
In partnership with Pathfinder International and USAID, Grameenphone has been supporting
the “Safe Motherhood and Infant Care” program since May 2007. Under the program, free
comprehensive primary healthcare services are provided to economically disadvantage
pregnant mothers and infants through over 300 Smiling Sun clinics located in 61 districts
around the country. So far 1,333,314 services have been provided to the economically
disadvantaged mothers and infants under this program. In 2009,
two clinic-on-wheels and five ambulances were handed over to
different NGOs of Smiling Sun Network, to increase the accessibility
of maternal and infant healthcare services to the hard-to-reach
economically disadvantaged population.
Grameenphone, jointly with Sight Savers International, has been organizing free Eye Camps to
ensure eye-care services since 2007. In total, 21 such free eye-camps have been organized
throughout the country and a total of 29,270 patients were given free eye care support, among
them 3,887 patients were administered Intra Ocular lens or cataract surgeries.
Corporate Social Responsibility

Education
The main goal of Grameenphone’s CSR Eductaion initiative is to provide access to education and information.

Grameen Shikhkha
Grameenphone provides scholarship to meritorious but underprivileged
students through a scholarship fund at different academic levels, in
collaboration with Grameen Shikhkha, an organization of Grameen Bank Family.

Alokdeep, Non-formal School cum cyclone shelter


Grameenphone, as part of its rehabilitation plans in the SIDR affected areas,
provided financial assistance to build education center-cum-cyclone shelters
in the southern belt of the country. Four such non-formal primary
school-cum-cyclone shelters were planned, of which two are already
operational. The new cyclone shelters will be used as primary school
throughout the year to provide non-formal primary education to underprivileged children of the locality.

Information Boat
Grameenphone, in partnership with CARE Bangladesh, started the “Information Boat” project. Boats are also equipped with
digital contents, such as livelihood and agricultural information, suited for the specific areas served by the designated
boats. A typical information Boat is equipped with computers, Internet, photocopies, fax machines, printers, webcams and
scanners. So far, four such Information Boats have been launched in the northeast region.

Environment
Our Environmental campaign titled “Stay Green, Stay Close,” was launched
in June 2009 with an objective to support a healthier environment through
innovative environmental activations and initiatives, as well as increasing
awareness among different stakeholder groups. As part of this program,
over 21,000 free saplings were distributed across the country.

Our Partners- Together we Win

Other Initiatives
Sponsoring Special Olympics Bangladesh
Grameenphone became the sole sponsor of Special Olympics Bangladesh in 2007 when it provided necessary support and
training for the athletes to participate in the Special Olympics Games 2007 in Beijing, China. The team won 71 medals in
different categories. In 2008-09, the company supported and organized regional talent hunts across the country. A total of
94 (64 male and 30 female) intellectually challenged athletes were selected from four regional talent hunt programs. These
selected athletes are to be trained and groomed for the Special Olympics World Summer Games 2011 in Athens, Greece.

Emergency Relief Works


A total of 14,500 blankets were distributed in different regions of the country during the cold wave in December.
Grameenphone employees donated warm clothes and actively participated in the distribution of relief materials.

After the devastating cyclone AILA hit the country, Grameenphone came forward to help the victims with basic food items,
healthcare service through medical teams and providing temporary shelters made with GP’s used billboard wrappers.
Grameenphone

44/45
Owing a dream
We think of an orphan as a person without a father or a mother. However, for Ismail being an orphan also
meant being without a place to call home; being without loved ones or without anything to call his own. The
only thing that he ever wished for was a sense of belonging; the only thing that Ismail would dream of was
having an identity.

We are all aware of the need for an identity, but very few of us would think of it as a dream. But then most of
us have been fortunate enough have our own identity - something to call our own, something that grows
alongside us as we move ahead in life.

Grameenphone may be an entity but the importance of having an identity is shared with that of any individual.
Our identity is not as just a business organization, but rather an enabler of dreams. It is based on these
possibilities that we have been able to come so far – into the hearts of millions of people. When Grameen-
phone offered its shares to the public, it not only enabled people to become part owners of a company that
they have helped to build, but it also eliminated the wall between the customer and the owner.

Ismail
GP Shareholder

Grameenphone
46/47
Everyone has a common
story of glory to share, a joint
testament of achievement
and celebration. Today tens
of thousands like Ismail are a
Grameenphone shareholder
- today that all have a shared
identity as a proud owner of
our company.

Grameenphone
48/49
Five years Financial
Summary
2009 2008 2007 2006 2005
Operational Results in million BDT
Revenue 65,300 61,359 54,303 45,640 29,473
Gross Profit 32,222 28,667 29,946 26,962 17,283
Operating Profit 20,518 15,350 16,287 18,195 12,602
Profit before tax 18,596 11,579 13,535 17,020 11,761
Net Profit after tax 14,968 2,984 3,060 7,484 6,913
Financial Position in million BDT
Paid-up Capital 13,503 12,152 2,430 2,430 2,430
Shareholders' equity 50,154 27,588 26,111 24,509 18,241
Total assets 109,162 108,194 88,461 66,757 49,537
Total liabilities 59,008 80,606 62,350 42,247 31,296
Current assest 22,182 14,430 6,851 10,442 6,974
Current liabilities 38,952 50,231 36,445 23,568 16,592
Non current assets 86,981 93,765 81,610 56,314 42,563
Non current liabilities 20,056 30,375 25,905 18,680 14,704
Financial Ratios
Current Asset to Current Liability 0.57 0.29 0.19 0.44 0.42
Debt to Equity 0.14 0.68 0.63 0.32 0.50
Gross Profit Margin 49% 47% 55% 59% 59%
Operating Profit Margin 31% 25% 30% 40% 43%
Net Profit Margin 23% 5% 6% 16% 23%
Return on Equity 38.5% 11.1% 12.1% 35.0% 43.6%
Return on Total Assets 13.8% 3.0% 3.9% 12.9% 18.1%
Ordinary Shares Information
Ordinary Shares outstanding (in million) 13,503.00 12,151.75 56.52 56.52 56.52
Face Value per share 10 1 43 43 43
Cash Dividend on paid up capital 60% 13% 62% 60% 50%
Dividend payout 54% 53% 49% 19% 18%
NAV per Share * 37.14 22.70 21.49 20.17 15.01
Net Operating Cash Flow per Share ** 24.77 20.24 19.86 21.53 14.03
Earnings Per Share 12.08 0.25 54.14 132.41 122.31
Adjusted Earnings Per Share * 12.08 2.46 2.52 6.16 5.69

* Face value @ Tk. 10 ** Weighted average number of shares


Five years Financial Summary

Revenue (Million BDT) Operating Profit (Million BDT) NPAT (Million BDT)
20,518
65,300 14,968
61,359 18,195
54,303 16,287
15,350
45,640
12,602
7,484
29,473 6,913

3,060 2,984

2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

Capex (Million BDT) Total Assets (Million BDT) Total Equity (Million BDT)

35,763 108,194 109,162


50,154
88,461
27,351
26,151
21,656 66,757

49,537 26,111 27,588


24,509
10,369 18,241

2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

Net Operating Cash Flow/Share (BDT) NAV/Share (BDT) Adjusted EPS (BDT)
37.14
24.77
12.08
21.53
19.86 20.24

21.49 22.70
14.03 20.17
15.01 6.16
5.69

2.52 2.46

2005 2006 2007 2008 2009 2005 2006 2007 2008 2009
2005 2006 2007 2008 2009

ROA ROE Subscriber ('000)

18.1% 43.6% 23,259


38.5% 20,993
35.0%
13.8%
12.9% 16,483

10,759

12.1% 11.1%
3.9% 5,542
3.0%

2005 2006 2007 2008 2009


2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

Market Share ARPU (BDT)* AMPU (Minutes)**


59.8% 653
309 306
50.1%
48.0% 47.0%
44.4% 252
466 235
216

329
262 250

2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009

** AMPU- Average Minutes Per User


Grameenphone

* ARPU- Average Revenue Per User

50/51
Financial Review
Amidst global recession and intense competition in the market, Grameenphone has had a good year in terms of subscription growth and its financial
consolidation. Competitors are engaged into price war and with new entrants coming into the market, there is a possibility of exhilarating
competition ahead.
Regulatory authorities have played a pivotal role in business environment with new directives and guidelines, such as reduced interconnect prices,
guidelines for infrastructure sharing and likewise.
Grameenphone continued with its product innovation and offering wide array of services, namely introducing GP branded handsets and edge modems
bringing alternate revenue streams. Side by side, Grameenphone embraced cost optimization initiatives through operational excellence program to
maximize profit. In addition, Grameenphone opted for cost-efficient network solutions through swapping of assets with Huawei equipments.
The most colossal episode for Grameenphone was its listing in the country’s two bourses in Nov’09, which entitled Grameenphone to avail a reduced
corporate tax rate.

Subscriptions
 Subscriber base crossed 23 million landmark in 2009. 2,266
 During the year, subscription base increased by 11% with 2.27 million additions. 20,993 23,259

 Internet subscriptions reached 4.3 million compared to 3.7 million of 2008.


 GP’s subscriber market share stood at 44.4%.
2008 2009

Revenue
 Revenue increased by 6.4% (BDT 3.9 billion) mainly due to growth in traffic revenue driven by 3.9 65.3
subscription growth and new revenue streams from sale of GP branded handsets and edge modems. 61.4

 The growth in revenue was partially offset by lower interconnect revenues resulted from reduced
interconnect rates set by the regulator.
 Increased data revenue from data subscriptions also contributed to the revenue growth. 2008 2009

Operating Expenditure
 Total operating expenditure in 2009 decreased by 9% (BDT 2.8 billion) from 2008 mainly due to lower 30.9 -2.8
cost of network operation (mainly in interconnection and BTS maintenance) and lower subscription 28.1
acquisition costs.
 A total savings of BDT 3.5 billion has been achieved through the operational excellence initiatives
during the year.
2008 2009

Net Profit after Taxes


 Net profit before tax increased by BDT 7 billion for the year 2009 compared to 2008. The surge was
due to higher revenue and lower operating expenses. EPS
12.08
 Income tax expense was lower due to one-time effect for reduced tax rate. However, it was partially 12.0
offset by higher tax provision due to higher profit. 15.0
2.46
 In addition, 2008 net profit after tax was lower due to one-time regulatory payment on account of
3.0
government compensation. 2008 2009

Total Assets
 Grameenphone’s current asset base increased by BDT 7.6 billion mainly in cash and bank balance 1.0
resulting from higher net cash from operations and proceeds from IPO. 108.2 109.2

 However, non-current asset base decreased by BDT 6.8 billion due to higher depreciation and
amortization expenses than fresh investments.
 Capital expenditure during 2009 was BDT 10.4 billion compared to BDT 27.4 billion of 2008.
2008 2009

Total Liabilities
 Total liabilities decreased during the year mainly due to early settlement of entire bond obligation, 80.6 -21.6
repayment of short-term borrowings, reduced deferred tax liabilities due to change in corporate tax rate
and allocation of shares to PPO investors from advance against IPO. 59.0

2008 2009
Value Added Statement

Value Added
Statement
in '000 BDT
2009 % 2008 %
Value created
Revenue 65,299,567 61,358,978
Other income 43,258 52,583
Vat on above 9,801,424 9,211,734
75,144,249 70,623,295
Less: Cost of network and services 14,033,062 17,406,968
Less: Deferred Tax (5,029,312) 2,025,073
66,140,499 100% 51,191,254 100%
Value distributed
Employees and channel partners 8,184,542 12.4% 7,554,032 14.8%
Government 24,340,366 36.8% 23,703,949 46.3%
Providers of debts and banks 1,920,437 2.9% 1,805,249 3.5%
Shareholders 8,101,800 12.2% 1,506,817 2.9%
42,547,146 64.3% 34,570,047 67.5%
Value retained:
Depreciation 16,726,988 25.3% 15,144,157 29.6%
Retained profit 6,866,366 10.4% 1,477,050 2.9%
23,593,354 35.7% 16,621,206 32.5%
66,140,499 100% 51,191,254 100%

Distribution of Value Added (2009)


Retained profit reinvested for expansion 36%
Providers of debts and banks 3%
Dividend to Shareholders 12%

Employees and channel partners 12%

Contribution to Government 37%

Distribution of Value Added (2008)


Retained profit reinvested for expansion 32%
Providers of debts and banks 4%
Dividend to Shareholders 3%

Employees and channel partners 15%

Contribution to Government 46%


Grameenphone

52/53
Contribution to
National Exchequer
Largest Corporate Tax payer in the country
The collective contribution to the National Exchequer from inception up to December 2009 was BDT 147.9 billion
(BDT 14,790 crore), of which, BDT 30.5 billion (BDT 3,050 crore) was made in 2009 alone. Out of total BDT 147.9 billion (BDT
14,790 crore), BDT 122.2 billion (BDT 12,220 crore) was made on account of direct tax, VAT and duties through National
Board of Revenue (NBR) and Bangladesh Telecommunication Regulatory Commission (BTRC), BDT 20.1 billion (BDT 2,015
crore) through commercial agreements with Bangladesh Railway (BR) and Bangladesh Telecommunications Company
Limited (BTCL) and BDT 5.5 billion (BDT 550 crore) as indirect payments on account of local and foreign staff income taxes
and withholding taxes on operating expenditure payments. Grameenphone has been the largest corporate taxpayer in the
country for the last four years.

Grameenphone has also generated direct and indirect employment for a large number of people over the years. The
company presently has about 4,800 employees while 150,000 people are directly dependent on Grameenphone for their
livelihood, working for the dealers, retailers, electronic reload and scratch card retail outlets, suppliers, vendors,
contractors and other business partners.

With the payment of taxes and the investment in the network, Grameenphone is making a significant contribution to the
country’s development and growth.

Year- wise Contribution to National Exchequer


3,507
as of December 31, 2009
3,050
2,843

1,818

1,296

824
584
402
208
47 59 113
1 35

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Withholding Taxes - 1 2 2 3 4 8 14 26 44 75 113 119 140
BTCL/BR - 13 18 23 50 43 123 147 147 256 278 403 335 180
in BDT Crore

BTRC 1 3 3 7 21 57 71 65 117 124 252 477 879 717


NBR - 30 12 27 39 103 200 357 535 872 1,213 1,851 2,174 2,014
Total Payment 1 47 35 59 113 208 402 584 824 1,296 1,818 2,843 3,507 3,050
Directors’ Report
For the year ended December 31, 2009

Dear Shareholders,
It is a great pleasure and privilege on the part of the Board of Directors and me to present the Directors’ Report, together
with the Audited Financial Statements of the Company for the year ended on December 31, 2009 and the Auditors’ Report
thereon, for consideration and approval of our valued Shareholders.

The largest ever IPO in the Capital Market


2009 has been fabulous for Grameenphone (GP) from many counts. We have successfully introduced various “first of its
kinds” innovative products and services to the market. The biggest news, however, for the Company has been listing with the
Stock Exchanges in November 2009 after successful completion of the largest ever IPO in the history of our Capital Market.
In 2009, despite regulatory challenges, global recession and natural calamity, GP continued to expand its market reach,
attract millions of subscribers and maintained an accomplished financial performance. With 23 million subscribers’
landmark, GP’s subscriber market share stood at more than 44% adding 2.27 million subscribers in 2009.

2009 - A Socio Economic Landscape


In the face of global turmoil, GDP growth of 5.9% in first half of the current fiscal year (July’09 to Decmebr’09) was still better
than neighboring countries. Rates of exchange between Taka and Dollar were mostly stable during 2009 with a marginal
decline by 0.39% against the US Dollar. Forex reserve crossed USD 10 billion mark for the first time in Bangladesh history.
Buoyed by it, the Government announced a stimulus package of BDT 44 billion to mitigate the affect of global recession.
In contrast, strong liquidity and entry of fresh investors have driven the Bangladesh Capital Market to its new height in
2009. The Dhaka Stock Exchange (DSE) market capitalization surged to USD 27.54 billion during the year.

Telecommunication Industry Scenario


Mobile technology has been identified as a sustainable channel of communication worldwide. According to Wireless
Intelligence Report (December 31, 2009), this device is used by more than 4.6 billion people around the globe, covering
61% of world population. With that in the context, the telecommunication sector in Bangladesh is poised for rapid growth
in the coming years. The concept of mobile telephony has become largely familiar and phenomenal in Bangladesh from the
early 90s. The telecom industry has connected and empowered people and made revolutionary changes in lifestyles. It has
brought Internet to the people and thereby increased productivity in services, manufacturing & agriculture and improved
access to education, health care and rural lives. Total mobile phone subscribers in Bangladesh reached 52.43 million,
where the tele-density reached approximately 33 % with 54.09 million people having access to telecommunication facility.
Six mobile phone operators of the country added 7.79 million customers in 2009 posting a 17 % growth.
SIM tax of BDT 800, at the time of sale, has been the real barrier to the growth of the connectivity. 2009 growth of the
industry would have been much higher otherwise.
Grameenphone

54/55
Directors’ Report

Despite rapid growth over the last 5 years, Bangladesh remains one of the lowest in Internet penetration. The adaptation and
usage of Internet has been largely linked to the national economic development and consequent human development of the
country. Currently about 5 million subscribers in Bangladesh use Internet services of which 92% is done through mobile phone.
The ICT policy 2009 has specific direction and guidelines reflecting most of the priorities of the “Digital Bangladesh” agenda
of the Government. The policy directive to “ensure Internet for all” highlights the importance of Internet at policy level.

Regulatory Environment
Regulatory regime in Bangladesh is far from ideal; however, the Regulator is taking a number of steps to make the regime
stable and predictable. During 2009, industry has been consulted on National Frequency Allocation Plan (NFAP), Quality
of Service (QoS) and a number of other areas. GP has submitted its comments and reservations on these consultancies.
Other than QoS, none of the rests has been finalized.
Bangladesh Telecommunication Regulatory Commission (BTRC) is yet to prepare a License Renewal framework for the
mobile operators (including Grameenphone), whose licenses are expiring in November 2011. 3G licensing allocation
framework is expected to be visible after the renewal framework is established.
International incoming grey traffic is still prevalent despite combined efforts of BTRC, GP and few other mobile operators.
It is believed that it would continue to hurt national exchequer and mobile operators unless Government and BTRC remove
the premium between local and international call termination rates.
The current Government has set a vision of Digital Bangladesh by 2021 and also approved an ICT Policy during 2009.
Government is putting a lot of emphasis on digitalization but in real terms there are few incentives given to the ICT industry.
Bangladesh has the lowest mobile tariff while having the highest tax regime in the region. A rationalization of the tax
structures and elimination of SIM tax, which proved to be the key barrier to further growth, will stimulate industry growth
and enable the mobile industry to make even greater contribution to the National exchequer and thereby, the economy.

Innovative Products & Services


GP continued its efforts to develop innovative and useful new products and services to meet customer needs. In the year
under review, we launched GP branded handset as well as EDGE Modem for the first time in Bangladesh market. We are
also the first to launch “Studyline” – a helpline on education in Bangladesh. Among other notable launches were mobile
back-up service, call block service, in-flight & maritime roaming service and e-bill service for our post-paid subscribers etc.
We are already in mobile based collection services for utility bills since 2006 and will introduce other mCommerce services
like electronic Ticketing, bill collection, electronic Lottery and remittance disbursement under the brand “Mobitaka”.

Customer Service – Our Commitment to Stay Close


GP is a customer centric organization. We are investing more in customer service infrastructure, systems and training to
ensure that we have the right people in place with the right tools to understand customer needs, respond quickly and
resolve customer issues efficiently. GP introduced the country’s first 24-hour Call Center in 1999. In 2008, GP
implemented world class IP Based Contact solution for managing customer interactions more effectively. In addition, there
are 18 Grameenphone Centers (GPC) and 52 Grameenphone Center Franchises (GPCF) – a flagship sales and service point
under one roof - specially designed to cater to the needs of the subscribers.

Continuous Investment
Grameenphone continued to invest in its network to deliver a quality network-reach and to maintain its leadership position
in the industry. The cumulative investment reached over BDT 149.5 billion (BDT 14,950 crores) where more than BDT 10
billion was invested in 2009 alone to further increase the capacity, coverage and quality of its nationwide network.
We have completed 2,009 km Bangladesh Railway (BR) optical fiber replacement project. Besides that we have also installed
2,600 km optical fiber alongside highway on our own. This fiber ensures nation-wide transmission backbone, the largest in
the country, as well as technological redundancy. We have also completed a radio and core network swap with Huawei.

Our Employees
We recognize that continued and sustained improvement in the performance of the Company depends on its ability to
attract, motivate and retain employees of the highest caliber. We are committed to the principle of equal and fair
opportunity in employment and also put in place a number of initiatives to build strong corporate culture. A performance
driven corporate culture along with ample opportunities for career growth, has made GP a preferred employer in the
Bangladesh job market.
Directors’ Report

Socially Responsible & Compliant Company


Grameenphone is a socially responsible company. Our mobile services are in many ways a social service in itself, creating
closeness in families & communities, and enable business improvements & new business development. GP as a responsible
company strives to be compliant in all aspects of its operations. We are the highest tax payer in the country and want to
continue our participation in the development of the country.
Our Corporate Social Responsibility (CSR) program covers many aspects of life with special focus on health, education,
entrepreneurship and environment through its ventures like Village Phone, Community Information Centre (CIC),
HealthLine, Studyline, etc.
Grameenphone has been a patron of sports since its inception. In 2009, GP became the first Bangladeshi company to
sponsor a cricket series abroad. Recently GP has renewed its sponsorship with the Bangladesh Cricket Board (BCB) for
another two years till 2011. GP also entered into a partnership with Special Olympics Bangladesh with the objective to form a
“national talent pool” of intellectually-challenged athletes, who will be further nurtured for the next Special Olympics in 2011.

A Green Campaigner
Climate change is becoming a big concern in all part of the world. GP is also concerned about the consequences of climate
change. As a “Green Conscious” company, GP has targeted to reduce carbon emission by 30-40% by 2015.
By the end of 2009, GP established 12 Solar and 1 wind power site and shall continue to endeavor the effort throughout
2010 with large scale solar deployment at 100 or more sites. New network deployment is done with focus on reduction of
power usage.

Health, Safety, Security and Environment (HSSE)


Grameenphone is very conscious about the health, safety, security and environment issues. This organization has made a
huge change in the safe behavior of its internal and external stakeholders. In 2009, a total of 118 different
audits/inspections have been carried out while 99 training & awareness programs have been conducted covering 3,294
employees and vendors. Initiative has also been taken for implementing ABC (agreement on responsible business conduct)
for proper compliance of Supplier Conduct Principle (SCP) for its 1,188 vendors of the value chain. Grameenphone always
comes forward in critical situations (e.g. swine flu) of the community to mark a footprint which makes a difference. Last
year, a Board sub-committee was formed, namely “HSSE Committee” for advising the Management on different HSSE
issues of the Company.

Village Phone Program & Community Information Center (CIC)


Village connected means a country connected. In rural and remote areas, where isolation and poor infrastructure services
are often the norm, telecommunication can play an extremely important role in enhancing social and economic
development. Village Phone (VP) Program has been a unique initiative to provide telecommunication services in remote
and rural areas all over Bangladesh. By focusing on the women as entrepreneurs, this program has liberated the women of
villages, who are mostly poor and borrower members of Grameen Bank. This program is the most powerful symbol of how
social closeness enhances life. There were 360,939 VP subscribers providing telecommunication services in over 72,000
villages in 64 districts across the country. Besides, the Village Phone Program has also been replicated in a number of
countries including Uganda and Rwanda in Africa.
12 years back, GP connected the rural Bangladesh with VP program and we are now working to take internet to the rural
people. Around 500 CICs are facilitating internet services across the country.

Directors’ Responsibilities for Financial Statements


The Directors confirm, to the best of their knowledge –
(a) that the financial statements prepared by the Management of the Company present fairly its state of affairs, the result
of its operations, cash flows and change in equity;
(b) that proper books of account of the Company have been maintained;
(c) that appropriate accounting policies have been consistently applied in preparation of the financial statements and
that the accounting estimates are based on reasonable and prudent judgment;
(d) that the International Accounting Standards, as applicable in Bangladesh, have been followed in preparation of the
financial statements and any departure therefrom has been adequately disclosed;
Grameenphone

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Directors’ Report

(e) that the system of internal control is sound in design and has been effectively implemented and monitored;
(f) that there is no significant doubt upon the Company’s ability to continue as a going concern;
(g) that the significant deviations from the last year in operating results of the Company have been highlighted and
reasons thereof have been explained;
(h) that the key operating and financial data for the last five years are annexed.

Shareholding Patterns
Shareholding patterns of the Company as on December 31, 2009 is shown in Annexure III to this report.

Corporate Governance
Corporate governance is ensured through a structured process that directs, controls and holds the organization
accountable. The Company is firmly committed to the highest standards of Corporate Governance and has consistently
been applying high standards of Corporate Governance practices. Governance, and by that measure Board supervision in
GP is a dynamic and continuous process. A detailed compliance report on Corporate Governance as recommended by the
Securities and Exchange Commission of Bangladesh is shown in Annexure I to this report.

Changes in Capital Structure


After offering 10% of total Share Capital through PPO & IPO process, the total Paid-up Share Capital of the Company stands
at BDT 13,503 million, divided into 1,350 million Ordinary Shares of BDT 10 each. Trading in GP shares commenced both at
Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) on November 16, 2009, and the per share price closed
at BDT 187.5 at DSE and BDT 188.60 at CSE on December 30, 2009.

Enhanced Value of Shareholders’ Investment


In the year under review, Revenue increased by 6.4% in 2009 compared to last year mainly due to subscription growth
combined with sales of GP branded handsets and data cards. EBITDA and operating profit increased by 21% and 34%
respectively mainly due to lower subscription acquisition cost and savings through Operational Excellence (OE) program.
Net Profit After Tax (NPAT) increased to BDT 14.97 billion (23%) compared to BDT 2.98 billion (5%) of 2008 mainly due to
higher operating profit and tax benefit obtained due to change in corporate tax rate from 45% to 35% after successful
completion of listing in the capital market. Lower NPAT in 2008 was mainly due to compensation to BTRC.
The Directors take pleasure in reporting the financial results of the Company for the year ended December 31, 2009 and
recommended the appropriation as mentioned in the “Appropriation of Profit” table below:

2009 2008
Profit available for appropriation
Profit/ (Loss) after tax 14,968,166,256 2,983,866,587
Add: Un-distributed profit brought forward from previous year 13,266,605,231 21,510,953,768
Total amount available for appropriation 28,234,771,487 24,494,820,355
Appropriation
Issue of Bonus Shares - (9,721,398,376)
Dividend for Previous year (1,579,727,236) (1,506,816,748)
Closing retained Earnings at year end (before proposed Dividend) 26,655,044,251 13,266,605,231
Proposed Dividend for the year (2009: 60% cash; 2008: 13% cash) (8,101,800,132) (1,579,727,236)
Retained earnings after proposed dividend 18,553,244,119 11,686,877,995

Notable Contribution to the National Exchequer


Grameenphone has been the largest contributor to the National Exchequer for the last few consecutive years. The
collective contribution to the National Exchequer from inception up to December 2009 was BDT 147.9 billion (BDT 14,790
crores). During 2009 alone, the Company contributed BDT 30.5 billion (BDT 3,050 crores) to the National Exchequer
compared to BDT 35.1 billion (BDT 3,507 crores) of 2008. The lower contribution in 2009 was mainly due to lower amount
of SIM tax resulted from lower subscriber acquisition.
Directors’ Report

Dividend
The Directors are pleased to recommend a cash dividend of BDT 8,101.8 million, being 60% of the paid-up capital of
BDT 13,503 million, which is BDT 6 per share of BDT 10 each for the year 2009 for consideration and approval of the
Shareholders for distribution. Such recommendation of dividend is as per the Board approved dividend policy which is –
“Minimum 50% of the Net Profit After Tax to be allocated for dividend payment depending on the financial health and
capital requirement of the Company with an aim to have a relatively steady growth in per share dividend.”

Board of Directors & Board Meetings


The Directors in the Board who held office during the year were as below:

1. Mr. Sigve Brekke, Telenor Mobile Communications AS, Director & Chairman
2. Mr. Per Erik Hylland, Telenor Mobile Communications AS, Director
3. Mr. Snorre Corneliussen, Telenor Mobile Communications AS, Director
4. Mr. Dipal Chandra Barua, Grameen Telecom, Director
5. Mr. M. Shahjahan, Grameen Telecom, Director
The Board of Directors at its 99th Board meeting held on January 20, 2010 has appointed Mr. Md. Ashraful Hassan as
Director in the Board in replacement of Mr. Dipal Chandra Barua. Three more additional Directors namely Ms. Hilde Tonne,
Mr. Knut Borgen and Ms. Nurjahan Begum were also appointed in the said meeting as per Articles of Association of the
Company. Dr. Jamaluddin Ahmed FCA has been appointed as Independent Director by the Board of Directors at its 101st
meeting held on March 19, 2010.
During 2009, a total of 11 (eleven) Board meetings were held, which met the regulatory requirement in this respect. The
attendance record of the Directors is shown in Annexure-II to this report.

Directors’ appointment & Re-appointment


With regard to the appointment, retirement and re-appointment of Directors, the Company is governed by its Articles of
Association, the Companies Act, 1994 and other related legislations. Accordingly, in the forthcoming Annual General
Meeting, the following Directors of the Board will retire and will be eligible for re-appointment:

1. Mr. Snorre Corneliussen


2. Mr. Md. Ashraful Hassan
3. Ms. Hilde Tonne
4. Mr. Knut Borgen
5. Ms. Nurjahan Begum
6. Dr. Jamaluddin Ahmed FCA

Appointment of Auditors
As per Articles of Association, the statutory auditors of the Company, Rahman Rahman Huq, Chartered Accountants, a
member firm of KPMG, shall retire in this AGM. The Firm, being eligible, has offered their willingness to be re-appointed. The
Board recommends their re-appointment for the year 2010 and to continue till the next AGM at a fee of BDT 1.8 million
(Taka one million and eight hundred thousand only) plus VAT, subject to regulatory clearance from the Securities and
Exchange Commission.

Risks and Concerns


In the context of a volatile economy, business is subject to variety of risks and uncertainties e.g. Regulatory Risks, Market
Risk, Operational Risk, Legal Risk, Interest Rate Risk, Exchange Rate Risk and potential changes in Global or National
policies etc., which are, however, no different from any other company in general and our competitors in particular. In this
respect, Grameenphone has well defined risk management policies and periodic monitoring that act as an effective tool in
mitigating various risks to which our businesses are exposed to in the course of its day-to-day operations as well as in its
strategic actions.
Grameenphone

58/59
Directors’ Report

Events after the Balance Sheet Date

i) Formation of 100% owned subsidiary company


The Board of Directors of Grameenphone Ltd. at its 99th meeting held on January 20, 2010 decided to form and
incorporate an IT Company under the name and style of Grameenphone IT Ltd., which shall be a wholly owned subsidiary
company of Gramneephone Ltd. The proposed IT Company shall support all IT needs of Grameenphone Ltd. and shall
provide such services and support to third parties. Grameenphone IT Ltd. was incorporated on January 28, 2010. This will
contribute to the development of IT and IT outsourcing industry of the country.

ii) Infrastructure Sharing Agreement


In line with Infrastructure Sharing Guidelines of BTRC, Grameenphone is in the process of signing telecom infrastructure
sharing agreements with other telecom operators and internet service providers. In 2010, we have signed such
infrastructure sharing agreements with Orascom Telecom Bangladesh Limited (Banglalink) and AXIATA (Bangladesh)
Limited (AKTEL). There will be more such sharing agreements in future upon mutual understanding. It is believed that
such infrastructure sharing will ensure sustainable utilization of natural resources.

Outlook for 2010


Based on market situations and available indications, we expect 2010 to be another year of continuing improvement and
progress for our business, aligned with our vision of being the most trusted service provider of telecommunication. We are
confident that we shall stay ahead through our innovation and operational excellence. We shall remain committed to be
partner of the Government in the development of Bangladesh and would give our full support to the initiatives to bring
modern ICT services to the people of Bangladesh.

Acknowledgements
Members of the Board would like to place on record their appreciation to the Shareholders of the Company for their
continued support and guidance. The Board also recognizes the cooperation, positive support and guidance extended to
the Company by the Government of Bangladesh, Ministry of Post and Telecommunications (MOPT), Bangladesh
Telecommunication Regulatory Commission (BTRC), Bangladesh Railway, National Board of Revenue (NBR), Bangladesh
Bank, Board of Investment (BOI), Registrar of Joint Stock Companies and Firms (RJSC), Chief Controller of Export & Import,
Securities and Exchange Commission (SEC), Dhaka Stock Exchange (DSE), Chittagong Stock Exchange (CSE),
Grameenphone’s bankers & financial institutions , vendors and other business partners.

The Board acknowledges with thanks the contribution of the valued customers by making Grameenphone their preferred
service provider. The Board would also offer its most sincere appreciation and gratitude to the employees for their
dedicated efforts and endeavors in making Grameenphone to be the number one Company in Bangladesh and hope that
they would continue to put their best in the days ahead to keep the Company at the lead. At the same time, we, the
Members of the Board, as a representative of the Shareholders assure the Management and employees of the Company of
our continued support in strengthening the Company and would continue to serve our valued customers of the Company
with the same zeal as demonstrated last year. Our ambition for 2010 is to maintain our leading position and even to
strengthen our place as the foremost operator in Bangladesh by staying close to our customers and by traversing newer
frontiers with exciting innovations for them.
Thanking you all and with best regards.

For and on behalf of the Board of Directors of Grameenphone Ltd.

Sigve Brekke
Chairman

March 19, 2010


Directors’ Report

Annexure-I
Status of compliance with the conditions imposed by the Securities and Exchange Commission’s Notification No
SEC/CMRRCD/2006-158/Admin/02-08 dated February 20, 2006 issued under section 2CC of the Securities and
Exchange Ordinance, 1969 is presented below.

Condition Compliance Explanation for


No. Title Status non-compliance
with the condition
1.1 Board’s Size
(number of Directors – minimum 5 and Maximum 20) Complied

1.2 (i) Independent Directors ( at least one tenth of Directors


should be Independent Directors) Complied

1.2 (ii) Independent Directors Appointment (should be appointed


by the elected Directors) Complied

1.3 Chairman & Chief Executive Officer be different persons Complied


1.4 (a) Directors Report on Financial Statements (fairness of financial statements) Complied
1.4 (b) Books of Accounts
(maintenance of proper books of accounts) Complied

1.4 (c) Adaptation of appropriate accounting policies & estimates Complied


1.4 (d) International Accounting Standards Applicable in Bangladesh
(application & adequate disclosure for any departure) Complied

1.4 (e) System of Internal Control


(soundness and efficiency of Internal Control System) Complied

1.4 (f) Going Concern (ability to continue as a going concern) Complied


1.4 (g) Deviations in Operating Results (highlighting significant deviations
from last year in operating result) Complied

1.4 (h) Presentation of key Operating and Financial Data (summarized financial
data of at least preceding three years) Complied

1.4 (i) Declaration of Dividend Complied


1.4 (j) Number of Board Meetings held during the year and attendance
by each Director Complied

1.4 (k) Pattern of Shareholding (disclosing aggregate number of shares) Complied


2.1 Appointment of CFO, Head of Internal Audit and Company Secretary Our Ex-Chief Corporate
and defining their respective roles, responsibilities & duties Affairs Officer & Company
Secretary has been
placed in the position of
CFO & Company Secretary
on March 09, 2010. The
Company is in the process
of appointing a separate
person as Company
Secretary.

2.2 Attendance of CFO and the Company Secretary at Board of Directors Meeting Complied
3.0 Audit Committee
(should have an Audit Committee as a sub-committee of Complied
the Board of Directors)
3.1 (i) Composition of Audit Committee
(should be composed of at least three members) Complied

3.1 (ii) Audit Committee Members Appointment


(members should be appointed by the Board with at least one Independent Director) Complied
Grameenphone

60/61
Directors’ Report

Condition Compliance Explanation for


No. Title Status non-compliance
with the condition
3.1 (iii) Term of Service of Audit Committee
(Board to ensure continuity of minimum prescribed number of members) Complied

3.2 (i) Chairman of Audit Committee


Complied
(Board to select Chairman from Audit Committee)
3.2 (ii) Professional qualification and experience of the Chairman of
Complied
the Audit Committee
3.3.1 (i) Reporting on the activities of the Audit Committee to the Board of Directors Complied

3.3.1 (ii)(a) Reporting of Conflict of Interest to the Board of Directors None


3.3.1 (ii)(b) Reporting of any fraud or irregularity or material defect in the
Internal Control System to the Board of Directors None

3.3.1 (ii)(c) Reporting of non-compliance of Laws to the Board of Directors None


3.3.1 (ii)(d) Reporting of any other matter to the Board of Directors None
3.3.2 Reporting to SEC (if any material impact on the financial condition
None
& results of operation, unreasonably ignored by the Management)
3.4 Reporting of activities to the Shareholders Complied
4.00 External / Statutory Auditors
4.0 (i) Non- engagement in appraisal or valuation services Complied
4.0 (ii) Non-engagement in designing of Financial Information System Complied
4.0 (iii) Non-engagement in Book Keeping or other services related to
the accounting records or financial statements Complied

4.0 (iv) Non- engagement in Broker-Dealer services Complied


4.0 (v) Non- engagement in Actuarial services Complied
4.0 (vi) Non- engagement in Internal Audit services Complied
4.0 (vii) Non- engagement in any other services Complied

Annexure II
Board Meeting and attendance during the year ended December 31, 2009

Number of meetings held Meetings


Name of Directors Remarks
whilst a Board member attended

Mr. Sigve Brekke 11 9

Mr. Per Erik Hylland 11 11

Mr. Snorre Corneliussen 9 8


Mr. Dipal Chandra Barua 11 11

Mr. M. Shahjahan 11 9
Mr. Ole Bjorn Sjulstad 2 2 Retired on March 23, 2009 at 12th AGM
Directors’ Report

Annexure III
The Pattern of Shareholding as on December 31, 2009

Name of Shareholders Status Shares Held Percentage


i) Parent/Subsidiary/Associate Companies
Telenor Mobile Communications AS - 753,407,724 55.80%
Nye Telenor Mobile Communications II AS - 215 0.00%
Nye Telenor Mobile Communications III AS - 215 0.00%
Telenor Asia Pte. Ltd. - 215 0.00%
Grameen Telecom - 461,766,409 34.20%
Grameen Kalyan - 22 0.00%
Grameen Shakti - 22 0.00%
ii) Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and their
spouses and minor children
Mr. Sigve Brekke Chairman - -
Ms. Hilde Tonne Board Member - -
Mr. Per Erik Hylland Board Member - -
Mr. Knut Borgen Board Member - -
Mr. Snorre Corneliussen Board Member - -
Ms. Nurjahan Begum Board Member 4,813 0.00%
Mr. M. Shahjahan Board Member - -
Mr. Md. Ashraful Hassan Board Member 6,000 0.00%
Dr. Jamaluddin Ahmed FCA Board Member - -
Mr. Oddvar Hesjedal Chief Executive Officer - -
Mr. Raihan Shamsi Chief Financial Officer &
94,381 0.01%
Company Secretary
Mr. Farhad F. Ahmad Head of Internal Audit 22,220 0.00%
Mr. Abrar Jaman Son of Ms. Nurjahan Begum 2,803 0.00%
Mr. Shoreaz Bin Shahjahan Son of M. Shahjahan 200 0.00%
Ms. Salina Hassan Spouse of Md. Ashraful Hassan 23,759 0.00%
iii) Executives
Mr. Arnfinn Groven Chief People Officer - -
Mr. Arild Kaale Chief Marketing Officer - -
Mr. Frode Stoldal Chief Technology Officer - -
Mr. Odd Egil Aasen Head of Internet & Broadband - -
Mr. Petter Russ Head of Property & Facilities Services - -
iv) Shareholders holding ten percent or More Voting Interest
Telenor Mobile Communications AS - 753,407,724 55.80%
Grameen Telecom - 461,766,409 34.20%
Grameenphone

62/63
Report of
Audit Committee
Grameenphone Board Audit Committee was established and its Charter was approved in the 85th meeting of the Board of
Directors on November 10, 2008. The Audit Committee, a sub-committee of the Board, supports the Board in fulfilling its
oversight responsibilities. The jurisdiction of Grameenphone Board Audit Committee extends over Grameenphone Ltd. and
its subsidiaries.

Composition and Meetings


Mr. M. Shahjahan, Chairman [Replaced Mr. Dipal Chandra Barua]
Mr. Per Erik Hylland, Member
Dr. Jamaluddin Ahmed FCA, Member [Effective from March 19, 2010]
A total of 3 (three) meetings were held during 2009. Mr. Ashraful Hassan (Managing Director, Grameen Telecom) attended
the meetings as a special invitee. Permanent invitees to the meetings were the Chief Executive Officer, Chief Financial
Officer, Company Secretary and Head of Internal Audit. Relevant heads of divisions and other members of management
also attended the meetings as required. Head of Internal Audit acts as the Secretary to the Audit Committee.

Major Responsibilities of the Audit Committee


The purpose, authority, composition, duties and responsibilities of the Audit Committee are delineated in its Charter. Some
of the major responsibilities of the Audit Committee are as follows:

 Review the annual, half-yearly and quarterly financial statements and other financial results, and upon its
satisfaction of the review, recommend the same to the Board.
 Review the adequacy and effectiveness of financial reporting process, internal control system, risk management,
auditing matters, and the Company’s processes for monitoring compliance with laws and regulations and the Code
of Conduct.
 Recommend appointment, termination and determination of audit fees for statutory auditors. Consider the scope
of work, and oversee and evaluate the work performed by statutory auditors. Review permitted non-audit services
performed by statutory auditors.
 Exercise its oversight of the work of Grameenphone Internal Audit. Review the effectiveness of internal audit
function including performance, structure, adequacy of resources, and compliance with professional standards.
Examine audit findings and material weaknesses and monitor implementation of audit action plans.

Major Activities of the Audit Committee


The committee reviewed and recommended to the Board, financial statements for the year ended December 31, 2009 and
quarterly statement for the fourth quarter of 2009 and for the appointment of statutory auditors for the year ending
December 31, 2010.
The committee reviewed the activities of Internal Audit, including approval of internal audit structure and internal audit
plan and monitoring achievement of the audit plan. Internal Audit reports and findings were discussed in detail with
auditors and members of management. The committee also monitored the status of implementation of audit action plans
and provided guidance to ensure timely completion of action plans. The committee also reviewed the Board Audit
Committee Charter and Internal Audit Charter and recommended changes for approval to the Board.

M. Shahjahan
Chairman
Audit Committee

March 19, 2010


Auditors’ Report &
Audited Financial
Statements Grameenphone

64/65
Auditors’ Report

Rahman Rahman Huq


Chartered Accountants Telephone +880 (2) 988 6450-2
Fax +880 (2) 988 6449
9 Mohakhali C/A (11th & 12th Floors)
Email kpmg-rrh@citech-bd.com
Dhaka 1212, Bangladesh.
Internet www.rahman-rahman-huq.com
Auditors’ Report
to the shareholders of
Grameenphone Ltd.
Introduction
We have audited the accompanying financial statements of Grameenphone Ltd., which comprise the statement of
financial position as at 31 December 2009, and the statement of comprehensive income, statement of changes in equity
and statement of cash flows for the year then ended, and a summary of significant accounting policies and other
explanatory notes.

Management's responsibility for the financial statements


Management is responsible for the preparation and fair presentation of these financial statements in accordance with
International Financial Reporting Standards (IFRS), Bangladesh Financial Reporting Standards (BFRS), the Companies Act
1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial
statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors' responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with International Standards on Auditing (ISA) and Bangladesh Standards on Auditing (BSA). Those standards
require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the we consider
internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements, prepared in accordance with International Financial Reporting Standards (IFRS)
and Bangladesh Financial Reporting Standards (BFRS), give a true and fair view of the state of the company's affairs as at
31 December 2009 and of the results of its operations and cash flows for the year then ended and comply with the
Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

We also report that:


a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit and made due verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the company and its subsidiary so far as
it appeared from our examination of these books;
c) the statement of financial position (balance sheet) and statement of comprehensive income (profit and loss account)
dealt with by the report are in agreement with the books of account and returns; and
d) the expenditure incurred was for the purposes of the company's business.

Auditors
Rahman Rahman Huq
Dhaka, 19 March, 2010
Statement of Financial Position

Grameenphone Ltd.
Statement of Financial Position
as at 31 December 2009
2009 2008
Assets
Notes Taka Taka
Non current assets:
Property, plant and equipment, net 4 79,287,993,919 85,553,852,589
Intangible assets 5 7,681,126,893 8,193,645,543
Investment in shares of X-Net Ltd. 6 - 4,467,968
Long-term receivables and deposits 7 11,635,675 12,658,694
Current assets: 86,980,756,487 93,764,624,794
Inventories 8 430,870,209 407,184,697
Deferred cost of connection revenue 9 483,550,116 360,712,137
Accounts receivable, net 10 4,697,066,162 4,146,483,267
Advances, deposits and prepayments 11 1,968,937,232 2,494,777,907
Cash and cash equivalents 12 14,601,313,087 7,020,671,289
22,181,736,806 14,429,829,297
Total assets 109,162,493,293 108,194,454,091
Equity and Liabilities
Shareholders' equity:
Share capital 13 13,503,000,220 12,151,747,970
Share premium 13.4 7,840,225,942 13,743,987
Capital reserve 14 14,446,452 14,446,452
Deposit from shareholders 15 1,880,178 1,882,996
General reserve 16 2,139,729,365 2,139,729,365
Retained earnings 26,655,044,251 13,266,605,231
Non-current liabilities: 50,154,326,408 27,588,156,001
Loans and borrowings, net of current portion 17 917,924,127 1,907,356,334
Bond obligation 18 - 4,216,405,145
Deposit from agents and subscribers 19 440,948,191 482,653,949
Finance lease obligations, net of current portion 20 5,019,805,838 5,046,935,826
Deferred tax liabilities 21 13,505,914,117 18,535,226,437
Long term payables and provisions 22 160,033,350 164,633,966
Employee benefits - provision for gratuity 11,454,139 22,122,040
Current liabilities: 20,056,079,762 30,375,333,697
Accounts payable 23 4,692,964,457 4,098,581,741
Payable to government and autonomous
bodies and other operators 24 9,304,514,275 11,174,424,007
Income tax payable 25 12,228,778,445 10,077,565,649
Unearned revenue 26 1,679,152,352 1,260,211,260
VAT payable 27 2,234,779,133 2,226,760,000
Loans and borrowings - current portion 17 1,036,943,071 1,406,260,610
Finance lease obligations - current portion 20 - 1,160,709,556
Deferred connection revenue 28 541,731,926 474,142,173
Interest payable on loans and borrowings 66,356,035 153,997,529
Local interest bearing short-term borrowings 29 - 4,992,322,916
Provision for expenses 30 7,078,349,758 9,069,346,780
Advance against PPO 31 - 4,136,642,172
Liabilities for share money refund 31.1 88,517,671 -
38,952,087,123 50,230,964,393
Total equity and liabilities 109,162,493,293 108,194,454,091

The annexed notes 1 to 56 form an integral part of these financial statements.

Director Director Chief Executive Officer Company Secretary


As per our report of same date.

Dhaka, 19 March, 2010 Auditors


Grameenphone

66/67
Statement of Comprehensive Income

Grameenphone Ltd.
Statement of Comprehensive Income
for the year ended 31 December 2009
2009 2008
Notes Taka Taka

Revenue 32 65,299,567,088 61,358,978,118

Cost of network operations:


Direct cost of network revenue 33 (13,256,145,333) (14,858,520,766)
Network operation and maintenance expenses 34 (4,773,426,129) (4,501,457,137)
Depreciation and amortisation 35 (15,048,323,189) (13,332,231,627)
(33,077,894,651) (32,692,209,530)
Gross profit 32,221,672,437 28,666,768,588

Other income, net 36 43,258,418 52,582,628

Operating expenses:
General and administrative expenses 37 (6,593,087,935) (5,682,107,936)
Selling and distribution expenses 38 (3,474,969,079) (5,875,351,653)
Depreciation and amortisation 35 (1,678,664,554) (1,811,925,203)
(11,746,721,568) (13,369,384,792)
Operating profit 20,518,209,287 15,349,966,424

Finance costs, net 39 (1,920,437,487) (1,805,249,292)


Gain on sale of investment 6 7,960,532 -
Gain/(loss) on disposal of property, plant and equipment 40 (9,768,387) 34,126,142
Compensation to BTRC 41 - (2,000,000,000)
(1,922,245,342) (3,771,123,150)
Profit before income tax 18,595,963,945 11,578,843,274
Income tax expenses 42 (3,627,797,689) (8,594,976,687)
Profit for the year 14,968,166,256 2,983,866,587

Other comprehensive income - -


Total comprehensive income for the year 14,968,166,256 2,983,866,587

Earnings per share:


Basic earnings per share (par value Tk 10 each) 43 12.08 2.46

The annexed notes 1 to 56 form an integral part of these financial statements.

Director Director Chief Executive Officer Company Secretary

As per our report of same date.

Dhaka, 19 March, 2010 Auditors


Grameenphone Ltd.
Statement of Changes in Equity
for the year ended 31 December 2009

Share Share Capital Deposit from General Retained


capital premium reserve shareholders reserve earnings Total
Taka Taka Taka Taka Taka Taka Taka

Balance as at 1 January 2008 2,430,349,594 13,743,987 14,446,452 1,882,996 2,139,729,365 21,510,953,768 26,111,106,162
Profit for the year - - - - - 2,983,866,587 2,983,866,587
Other Comprehensive Income - - - - - - -
Transactions with the shareholder:
Final dividend for the year 2007 - - - - - (1,506,816,748) (1,506,816,748)
Issue of Bonus shares 9,721,398,376 - - - - (9,721,398,376) -

Balance as at 1 January 2009 12,151,747,970 13,743,987 14,446,452 1,882,996 2,139,729,365 13,266,605,231 27,588,156,001
Profit for the year 2009 - - - - - 14,968,166,256 14,968,166,256
Other Comprehensive Income - - - - - - -
Transactions with the shareholder:
Final dividend for the year 2008 - - - - - (1,579,727,236) (1,579,727,236)
Issue of shares to existing shareholders 250 4,250 - (2,818) - - 1,682
Issue of shares through PPO & IPO 1,351,252,000 8,370,255,200 - - - - 9,721,507,200
Share issue costs - (543,777,495) - - - - (543,777,495)

Balance as at 31 December 2009 13,503,000,220 7,840,225,942 14,446,452 1,880,178 2,139,729,365 26,655,044,251 50,154,326,408

Grameenphone
Statement of Changes in Equity

68/69
Statement of Cash Flow

Grameenphone Ltd.
Statement of Cash Flow
for the year ended 31 December 2009

2009 2008
Notes Taka Taka

Cash flows from operating activities:

Cash receipts from performance of services/sales 44 64,925,924,469 59,519,675,251

Payroll and other payments to employees (4,079,088,982) (3,579,036,748)


Payments to suppliers and contractors 45 (21,832,429,882) (24,670,422,156)
Finance income received 335,144,569 92,672,551
Finance cost paid for short-term loans (450,749,036) (834,671,532)
Finance cost paid for long-term loans (1,691,869,816) (1,091,200,938)
Income tax paid (6,505,897,213) (4,842,709,822)
(34,224,890,360) (34,925,368,645)
Net cash flow from operating activities 30,701,034,109 24,594,306,606

Cash flows from investing activities:

Payment for acquisition of property, plant and equipment (11,867,221,673) (18,938,035,066)


Proceeds from sale of property, plant and equipment 40,312,438 76,107,923
Payment for acquisition of intangible assets (4,184,634,864) (4,415,375,410)
Net cash used in investing activities (16,011,544,099) (23,277,302,553)

Cash flows from financing activities:

Repayment of/ proceeds from local interest bearing short-term borrowings (4,992,322,916) 83,487,763
Repayment of bond/ proceeds from issuance of bond (4,250,000,000) 4,250,000,000
Payment of long term borrowings (1,422,706,278) (1,074,340,018)
Payment of finance lease obligation (562,546,039) (964,871,433)
Payment of dividend (1,579,727,236) (1,506,816,748)
Proceeds from PPO and IPO 5,698,452,575 4,111,572,296
Proceeds from issue of shares to existing shareholders 1,682 -
Net cash flow from financing activities (7,108,848,212) 4,899,031,860

Net changes in cash and cash equivalents 7,580,641,798 6,216,035,913

Cash and cash equivalents at beginning 7,020,671,289 804,635,376


Cash and cash equivalents at closing 14,601,313,087 7,020,671,289
Notes to the Financial Statements

Grameenphone Ltd.
Notes to the Financial Statements
as at and for the year ended 31 December 2009

1. Reporting entity

1.1 Company profile


Grameenphone Ltd. (hereinafter referred to as "GP"/"Grameenphone"/"the company") is a public limited company
incorporated in Bangladesh in 1996 under the Companies Act 1994 with its registered address at Celebration Point,
Road 113/A. Gulshan, Dhaka, Bangladesh. GP was initially registered as a private limited company and subsequently
converted into a public limited company on 25 June 2007. During November 2009, GP listed its shares with both
Dhaka and Chittagong Stock Exchanges.

1.2 Nature of business


Grameenphone Ltd. is a mobile telecommunication service provider in Bangladesh providing voice, data and other
related services. The company obtained a radio system operating licence from the Ministry of Posts and
Telecommunications (MOPT), Government of Bangladesh, commencing from 11 November 1996 and launched
commercial operation on 26 March 1997.
The company's network covers six divisional towns (Dhaka, Chittagong, Khulna, Rajshahi, Barisal and Sylhet) and all
64 districts of the country. The company also provides international roaming services through international roaming
agreements with various operators of different countries across the world.
As per the terms of the "Licensing Agreement" with MOPT, (succeeded by Bangladesh Telecom Regulatory
Commission), the radio system operating licence of GP will expire on 11 November 2011. The licence is, however,
subject to renewal upon fulfilment of certain terms and conditions. Management foresees no uncertainty regarding
renewal of this licence and believes that the Company will continue as a going concern in the foreseeable future.

2. Basis of preparation

2.1 Statement of compliance


The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS),
Bangladesh Financial Reporting Standards (BFRS), the Companies Act 1994, the Securities and Exchange Rules 1987
and other applicable laws in Bangladesh. The company's Articles of Association require that the financial statements
be prepared in accordance with IFRS.
The requirements of IFRS and BFRS, to the extent relevant to preparation of these financial statements, do not vary
significantly from each other. However, the effective dates for certain BFRSs differ from those for corresponding IFRSs.
The following BFRSs were adopted early while preparing these financial statements to ensure compliance with both
sets of standards.
Title of relevant BFRSs Effective date
BAS 1: Presentation of Financial Statements (revised 2008) 1 January 2010
BAS 23: Borrowing Costs (revised 2008) 1 January 2010
BAS 32: Financial Instruments: Presentation 1 January 2010
BAS 39: Financial Instruments: Recognition and Measurement 1 January 2010
BFRS 7: Financial Instruments: Disclosures 1 January 2010
These financial statements have been authorised for issue by the board of directors on 19 March 2010.

2.2 Basis of measurement


The financial statements have been prepared on a historical cost convention except for the following items in the
statement of financial position:
(a) Employee benefits plan was measured based on actuarial valuation.
(b) Capitalisation of the lease of Bangladesh Railway (BR) Fibre Optic Network (FON) was valued at present value of
minimum lease payments as fair value of such lease was not determinable.
(c) Asset retirement obligations (ARO) were measured at present value of expected future expenditure.
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Notes to the Financial Statements

2.3 Functional and presentation currency


The financial statements are presented in Bangladesh Taka (Taka/Tk/BDT) which is both functional currency and
presentation currency of the company. The figures of financial statements have been rounded off to the nearest Taka.

2.4 Use of estimates and judgments


The preparation of financial statements requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
revision and future periods if the revision affects both current and future periods.
In particular, information about significant areas of estimation uncertainty and critical judgments in applying
accounting policies that have the most significant effect on the amount recognised in the financial statements are
described in the following notes:
Note 20 : Finance lease obligation
Note 21 : Deferred tax liabilities
Note 22 : Long term payables and provisions
Note 30 : Provision for expenses
Note 32 : Revenue
Note 35 : Depreciation and amortisation
Note 42 : Income tax expenses

3. Significant accounting policies


Accounting policies set out below have been applied consistently to all periods presented in the financial statements.

3.1 Property, plant and equipment


(a) Recognition and measurement
Items of property, plant and equipment, excluding freehold land, are measured at cost less accumulated depreciation
and accumulated impairment losses, if any. Freehold land is measured at cost. The cost of an item of property, plant
and equipment comprises its purchase price, import duties and non-refundable taxes, after deducting trade discount
and rebates, and any costs directly attributable to bringing the assets to the location and condition necessary for it to
be capable of operating in the intended manner. Cost also includes initial estimate of the costs of dismantling and
removing the item and restoring the site on which it is located. The costs of obligations for dismantling, removing the
item and restoring the site (generally called 'asset retirement obligation') are recognised and measured in
accordance with IAS/BAS 37: Provisions, Contingent Liabilities and Contingent Assets. Purchased software that is
integral to the functionality of the related equipment is capitalised as part of that equipment.
(b) Subsequent costs
The cost of replacing or upgrading part of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will flow to the
company and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs
of the day to day servicing of the property, plant and equipment are recognised in the statement of comprehensive
income as incurred.

(c) Depreciation
No depreciation is charged on land and capital work in progress.
Depreciation on other items of property, plant and equipment is provided on a straight-line basis over the estimated
useful lives of each item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease
term and their useful lives unless it is reasonably certain that the entity will obtain ownership by the end of the lease
term. For addition to property, plant and equipment, depreciation is charged from the date of capitalisation up to the
month immediately preceding the month of disposal. Depreciation method, useful lives and residual values are
reassessed at each date of statement of financial position. The estimated useful lives for the current and comparative
years are as follows:
Notes to the Financial Statements

2009 2008
Building 20 years 20 years
Base station- equipments 3-10 years 3-10 years
Base station- Tower, fiber optic network and related assets 7- 20 years 20 -30 years
Transmission equipment 5-10 years 5-10 years
Computers 4 years 4 years
Furniture and fixtures (including office equipment) 3 years 3 years
Vehicles 4 years 4 years

Other than those mentioned in note 4.7, estimated useful lives of property, plant and equipment remained
unchanged in 2009.
Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amounts and are
recognised net.

(d) Capital work-in-progress


Capital work in progress consists of acquisition costs of network plant and machinery, capital components and
related installation cost until the date placed in service. In case of import of components, capital work in progress is
recognised when risks and rewards associated with such assets are transferred to the Company, i.e. at the time
shipment is confirmed by the supplier.
(e) Capitalisation of borrowing costs
As per the requirements of IAS/BAS 23: Borrowing Costs, directly attributable borrowing costs are capitalised during
construction period for all qualifying assets. A qualifying asset is an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale. The borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset are those borrowing costs that would have been avoided if the
expenditure on the qualifying asset had not been made.

3.2 Intangible assets


(a) Recognition and measurement
Intangible assets are measured at cost less accumulated amortisation and accumulated impairment loss, if any.
Intangible asset is recognised when all the conditions for recognition as per IAS/BAS 38: Intangible assets are met.
The cost of the intangible assets comprises its purchase price, import duties and non-refundable taxes and any
directly attributable cost of preparing the asset for its intended use.

(b) Subsequent costs


Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditures are recognised in the statement of comprehensive income when
incurred.
(c) Amortisation
Amortisation is recognised in the statement of comprehensive income on a straight line basis over the estimated useful
lives of intangible assets, from the date that they are available for use. The estimated useful lives are as follows:

2009 2008
Operational software 3 years 3 years
Billing software 5 years 5 years
Network management software 10 years 10 years
Licence fees for Pulse Code Modulation (PCM) 5 years 5 years

3.3 Financial instruments


A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
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Notes to the Financial Statements

3.3.1 Financial assets


The company initially recognises receivables and deposits on the date that they are originated. All other financial
assets are recognised initially on the date at which the company becomes a party to the contractual provisions of
the transaction.
The company derecognises a financial asset when the contractual rights or probabilities of receiving the cash flows
from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a
transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.
Financial assets includes cash and cash equivalents, accounts receivable, and long term receivables and deposits.
(a) Accounts receivables represent the amounts due from mobile telephony subscribers for telecom services, other
operators for interconnection services, customers for FON connectivity and other services and includes both billed
and unbilled portion of such services at the date of statement of financial position. Accounts receivables are stated
net of bad debts provision.
(b) Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.
Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are
included as a component of cash and cash equivalents.

3.3.2 Financial Liability


The company initially recognises debt securities issued and subordinated liabilities on the date that they are
originated. All other financial liabilities are recognised initially on the transaction date at which the company becomes
a party to the contractual provisions of the liability.
The company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
Financial liabilities include loans and borrowings, finance lease obligation, accounts payables and other payables.

(a) Finance lease obligation


Leases in terms of which the entity assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value
and the present value of minimum lease payments. Subsequent to initial recognition, the asset is accounted for in
accordance with the accounting policy applicable to that asset. Incremental borrowing rate has been used to
calculate the present value of minimum lease payments.

(b) Loans and borrowings


Principal amounts of the loans and borrowings are stated at their amortised amount. Borrowings repayable after
twelve months from the date of statement of financial position are classified as non-current liabilities whereas the
portion of borrowings repayable within twelve months from the date of statement of financial position, unpaid interest
and other charges are classified as current liabilities.

(c) Payables

settlement of which is expected to result in an outflow from the entity of resources embodying economic benefits.

3.4 Impairment
(a) Financial assets
Accounts receivable is assessed at each date of statement of financial position to determine whether there is
objective evidence that it is impaired. Accounts receivable is impaired if objective evidence indicates that a loss event
has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated
future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by
a debtor, indications that a debtor or issuer will enter bankruptcy, etc. Accordingly, 100% provision is made over the
amount outstanding (after considering security deposits) from the churned subscribers. As per the existing credit policy
of the company, a post paid subscriber is barred if his usage exceeds approved credit limit or any non-payment of
invoice. A subscriber is considered churned after three months of barring. For receivables from other operators and FON
sublease customers, bad debt provision is made after analysing the recoverability of the amount from the concerned
parties. The provision for doubtful debts is written off as bad debts after one year from the date of recognition.
Notes to the Financial Statements

(b) Non-financial assets


At each reporting date indications of impairment are reviewed. For this review Grameenphone is considered as a
single cash generating unit and both tangible and intangible assets are reviewed. If any such indication exists, the
assets' recoverable amount will need to be estimated. As at 31 December 2009, the assessment of indicators of
impairment reveals that impairment testing is not required for Grameenphone Ltd.

3.5 Inventories
Inventories consisting of mobile handsets, data cards and other communication devices, scratch cards and SIM cards
are valued at lower of cost and net realisable value. Costs of inventories include expenditure incurred in acquiring the
inventories, production or conversion costs and other costs incurred in bringing them to their existing location and
condition. Cost of inventories is determined by using the weighted average cost formula. Net realisable value is based
on estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.

3.6 Employee benefits


The company maintains both defined contribution plan and defined benefit plan for its eligible permanent
employees. The eligibility is determined according to the terms and conditions set forth in the respective deeds as
approved by the National Board of Revenue (NBR).

(a) Defined contribution plan (provident fund)


Defined contribution plan is a post-employment benefit plan. The recognised Employees' Provident Fund is
considered as defined contribution plan as it meets the recognition criteria specified for this purpose. All permanent
employees contribute 10% of their basic salary to the provident fund and the company also makes equal contribution.
The company recognises contribution to defined contribution plan as an expense when an employee has rendered
services in exchange for such contribution. The legal and constructive obligation is limited to the amount it agrees to
contribute to the fund.

(b) Defined benefit plan (gratuity)


Defined benefit plan is a retirement benefit plan under which amounts to be paid as retirement benefits are
determined by reference to employees' earnings and years of service. The recognised Employees' Gratuity Fund is
considered as defined benefit plan as it meets the recognition criteria. The company's obligation is to provide the
agreed benefits to current and former employees as per condition of the fund.
Present value of defined benefit obligation and the fair value of the plan assets were determined by professional
actuary. Projected Unit Credit method is used to measure the present value of defined benefit obligations and related
current and past service cost and mutually compatible actuarial assumptions about demographic and financial
variables were used. The difference between fair value of the plan assets and present value of obligation is recognised
as a liability or an asset in the statement of financial position.
The rate used to discount post employment benefit obligations is determined by reference to market yields at the
date of statement of financial position on treasury bills. The expected return on plan assets is based on market
expectation and is one of the components of expenses recognised in the statement of comprehensive income. Total
expenses recognised in the statement of comprehensive income comprise of current service cost, interest cost and
expected return on plan assets.

(c) Short-term employee benefits


Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided. Provision is created for the amount of annual leave encashment based on the latest basic salary.

3.7 Income tax


Income tax expense comprises current and deferred tax. Income tax expense is recognised in the statement of
comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity.
(a) Current tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the date of statement of financial position, and any adjustment to tax payable in respect of previous years.
In 2009, Grameenphone became listed as a publicly traded company with both Dhaka and Chittagong Stock
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Notes to the Financial Statements

Exchanges by issuing 10% of its paid up capital (out of which more than 5% was issued through IPO). Accordingly, the
applicable tax rate for the company has been reduced to 35% as per the provisions of Finance Act 2009. The tax rate
used for the years ended 31 December 2009 and 31 December 2008 are as follows:

Year ended Tax rate


31 December 2009 35%
31 December 2008 45%

(b) Deferred tax


Deferred tax is recognised in compliance with IAS 12: Income Tax, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the date of statement of financial
position. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the deductible temporary difference can be utilised. Deferred tax assets are reviewed at each date of statement of
financial position and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

3.8 Provisions
A provision is recognised in the statement of financial position when the company has a legal or constructive
obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provision is ordinarily measured at the
best estimate of the expenditure required to settle the present obligation at the date of statement of financial
position. Where the effect of time value of money is material, the amount of provision is measured at the present value
of the expenditures expected to be required to settle the obligation.

Asset retirement obligation (ARO)


Asset retirement obligation (ARO) is recognised when there is a legal or constructive obligation for dismantling and
removing an item of property, plant and equipment and restoring the site on which the item is located. The company
recognises ARO in respect of roof-top Base Transceiver Station (BTS) and office space based on the present value of
expected expenditures required to settle the obligation. The periodic unwinding of the discount is recognised in profit
or loss as a finance cost as it occurs.

3.9 Revenue recognition


Revenues are measured at fair value of the consideration received or receivable, net of discount and sales related
taxes (VAT). Revenues are reported gross with separate recording of expenses to vendors of products or services.
However, when Grameenphone Ltd. only acts as an agent or broker on behalf of suppliers of products or services,
revenues are reported on a net basis. Revenues of Grameenphone comprise:
(i) Rendering of services: traffic fees, subscription and connection fees, interconnection fees, various customer
support revenues and other value added service revenues.
(ii) Sale of goods: mobile handsets, data card and others.

(a) Traffic revenue -Post-paid


Post-paid revenue is recognised on accrual basis and recorded as income (exclusive of VAT) as services are rendered.
(b) Traffic revenue -Prepaid
Prepaid revenue is recognised (exclusive of VAT) as per the usage recorded in the network from the prepaid cards and
electronic recharge system (ERS). The unused portion of the prepaid cards and ERS remains as unearned revenue
(exclusive of VAT) and is reported as liability.
(c) Subscription revenue
Subscription revenue represents fixed line rent charged to post-paid customers for voice, content and other
communication services. It is billed in advance and recognised evenly over the subscription period.
(d) Connection revenue
Connection revenue represents the revenue arising from sale of connection to the subscribers through new SIM which
is recognised over the estimated period of customer relationship. The estimated period of customer relationship is
Notes to the Financial Statements

based on past history of churn and expected development. Expected development reflects the recent development
in customer churn in the industry as well as in other group entities.
(e) Roaming revenue
International roaming revenue is recognised on accrual basis as services are rendered.
(f) Interconnection revenue
Interconnection revenue from other operators are recognised when GP subscribers receive calls from other operators'
subscribers. From August 2008 onwards, interconnection revenue is recognised based on calls through
interconnection exchange (ICX) and international gateways (IGW).
(g) Other operating revenue
Other operating revenue comprises customers support revenue, VAS, SMS, MMS and other revenue from content
providers and is recognised in the same manner as corresponding prepaid traffic revenue and post-paid traffic
revenue recognition policy.
(h) Village pay phone
Village pay phone is a prepaid service. Prepaid revenue-VPP is recognised (exclusive of VAT) as per the usage
recorded in the network from the prepaid cards and electronic recharge system (ERS). The unused portion of the
prepaid cards and ERS remains as unearned revenue (exclusive of VAT) and is reported as liability.
(i) Other non mobile revenue
Other non mobile revenue represents revenue earned from sale of handset, data card and various services like bill
payment services, channel fees, etc.. Revenue is recognised when goods are delivered or services are rendered.

(j) Income from sub-lease of optical fibre network


Rental income from sublease of optical fibre network is recognised as per the arrangements provided in the relevant
agreements on accrual basis.

3.10 Deferred connection revenue


Deferred connection revenue represents the portion of connection revenue which is deferred over the remaining
period of estimated customer relationship.

3.11 Deferred cost of connection revenue


Deferred cost of connection revenue represents the costs directly related to the acquisition of subscribers.
Connection costs in excess of connection revenue is charged as expenses when incurred. Connection costs up to
connection revenue are deferred and amortised over the period of estimated customer relationship.

3.12 Operating Lease


All leases other than those which meet the definition of finance lease are treated as operating lease and are not
recognised in the statement of financial position.

3.13 Foreign currency transactions


Transactions in foreign currencies are recorded in the books at the rate of exchange prevailing on the date of the
transaction. Monetary assets and liabilities in foreign currencies at the date of statement of financial position are
translated into Bangladesh taka at the rate of exchange prevailing at the date of statement of financial position. All
exchange differences are recognised in the statement of comprehensive income.

3.14 Earnings per share


The Company presents basic and diluted (when dilution is applicable) earnings per share (EPS) data for its ordinary
shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by
the weighted average number of ordinary shares outstanding during the period, adjusted for the effect of change in
number of shares for bonus issue, share split and reverse split. Diluted EPS is determined by adjusting the profit or loss
attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the
effects of all dilutive potential ordinary shares. However, dilution of EPS is not applicable for these financial
statements as there was no dilutive potential ordinary shares during the relevant periods.

3.15 Events after the reporting period


Events after the reporting period that provide additional information about the company's position at the date of statement
of financial position or those that indicate the going concern assumption is not appropriate are reflected in the financial
statements. Events after the reporting period that are not adjusting events are disclosed in the notes when material.
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4. Property, plant and equipment
Notes to the Financial Statements

Cost Depreciation Carrying amount


Disposal/ Disposal/
Name of assets As at Addition Adjustment As at As at Charged Adjustment As at As at As at
1 January during during 31 December 1 January during the during 31 December 31 December 31 December
2009 the year the year 2009 2009 year the year 2009 2009 2008
Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka

Land (Note 4.2) 806,395,924 - - 806,395,924 - - - - 806,395,924 806,395,924

Building 39,495,738 - - 39,495,738 9,278,748 1,974,894 - 11,253,642 28,242,096 30,216,990

Base station (Note 4.3) 88,641,704,369 5,819,241,731 (575,411,654) 93,885,534,446 27,636,449,347 11,439,511,064 (222,439,956) 38,853,520,455 55,032,013,991 61,005,255,022

Transmission equipment (Note 4.3) 25,653,204,629 4,309,646,132 (5,026,213,726) 24,936,637,035 8,564,799,364 2,990,997,780 (2,230,570,157) 9,325,226,987 15,611,410,048 17,088,405,265

Computers 2,975,019,578 294,103,846 (25,851,596) 3,243,271,828 1,647,327,755 621,816,664 (20,542,224) 2,248,602,195 994,669,633 1,327,691,823

Furniture and fixtures


(including office equipment) 2,089,600,879 68,233,047 (113,015,192) 2,044,818,734 1,456,855,037 413,507,010 (109,282,257) 1,761,079,790 283,738,944 632,745,842

Vehicles 812,697,584 93,431,947 (23,121,000) 883,008,531 443,734,679 113,301,856 (13,705,300) 543,331,235 339,677,296 368,962,905
121,018,118,701 10,584,656,703 (5,763,613,168) 125,839,162,236 39,758,444,930 15,581,109,268 (2,596,539,894) 52,743,014,304 73,096,147,932 81,259,673,771

Capital work in progress (Note 4.4) 4,294,178,818 12,363,737,894 (10,466,070,725) 6,191,845,987 - - - - 6,191,845,987 4,294,178,818
125,312,297,519 22,948,394,597 (16,229,683,893) 132,031,008,223 39,758,444,930 15,581,109,268 (2,596,539,894) 52,743,014,304 79,287,993,919 85,553,852,589

4.1 Property, plant and equipment capitalised under finance leases

Fibre Optic Network 7,949,707,324 - (271,385,816) 7,678,321,508 1,547,607,020 380,404,045 (74,753,435) 1,853,257,630 5,825,063,878 6,402,100,304
7,949,707,324 - (271,385,816) 7,678,321,508 1,547,607,020 380,404,045 (74,753,435) 1,853,257,630 5,825,063,878 6,402,100,304
Notes to the Financial Statements

4.2 Land represents freehold land acquired for office premises and base stations.

4.3 Asset exchange transaction


In 2009, a portion of GP's core network equipment supplied by Ericsson having carrying amount of Tk 2,795,643,569
was replaced by network equipment supplied by Huawei. The above mentioned transaction is expected to have
economic substance in terms of its impact on configuration of future cash flows. However in absence of reliable
information regarding fair market value of the assets acquired or the assets given up, cost of the assets acquired were
measured at the carrying amount of the assets given up in compliance with applicable accounting standards.

4.4 Capital work in progress


This represents primarily the cost of corporate headquarters and network equipments under
installation/construction. The components of network equipments are procured mostly from Ericsson and Huawei.

4.4.1 Capital work in progress - transferred


The work in progress completed and transferred during the year to the corresponding items of property plant and
equipment was as follows:
2009 2008
Name of assets Taka Taka

Land - 6,459,520
Base station 5,686,463,561 12,922,106,954
Transmission equipment 4,309,646,132 4,797,755,554
Computers 294,103,846 465,403,988
Furniture and fixtures 65,923,615 251,397,708
Vehicles 93,431,947 116,368,800
10,449,569,101 18,559,492,524

4.4.2 Capital work in progress - components


Capital work in progress consists of capital inventory of Tk 1,086,510,194 (2008: Tk 1,314,925,691), work-in-progress
for corporate headquarters (CHQ) of Tk 3,010,975,922 (2008: Tk 1,282,988,446), and for BTS, switch, other telecom
equipment and civil works of Tk 1,842,355,368 (2008: Tk 1,696,264,681).

4.5 Depreciation charged to 2009 2008


Taka Taka

Cost of network operation 14,481,369,413 13,186,081,885


Operating expenses 1,099,739,855 1,181,365,675
15,581,109,268 14,367,447,560

4.6 Security
Assets with a carrying amount of Taka 7,208,750,000 are subject to a mortgage registered with the Registrar of Joint
Stock Companies (RJSC) against the loans and borrowings obtained from senior lenders.
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Notes to the Financial Statements

4.7 Change in estimates


During 2009, estimated useful lives of the certain assets under the category base station and transmission
equipment (namely, cable ducts, equipment cooling units, fibre cable equipment, GSM antenna and antenna
equipment, network management system, packet switching and router, power equipment, tower and certain other
switching hardware & software.) were revised. The effect of such changes in useful lives on the financial statements
is summarised below:
2009 2010 2011 2012
Taka Taka Taka Taka

Decrease/(increase) in depreciation (66,796,764) (66,796,764) (66,796,764) (66,796,764)


Decrease/(increase) in income tax expense 23,378,867 23,378,867 23,378,867 23,378,867
Increase/(decrease) in profit (43,417,897) (43,417,897) (43,417,897) (43,417,897)

Increase/(decrease) in property, plant


and equipment, net (66,796,764) (66,796,764) (66,796,764) (66,796,764)
Decrease/(increase) in deferred tax liability 23,378,867 23,378,867 23,378,867 23,378,867
Increase/(decrease) in equity (43,417,897) (43,417,897) (43,417,897) (43,417,897)

4.8 Capitalisation of borrowing costs


The following amounts were capitalised as a part of cost of the following assets as per the requirements of IAS/BAS
23: Borrowing Costs.
2009 2008
Taka Taka

Base station and transmission equipment - 32,876,333


Corporate Headquarters (CHQ) 189,744,831 78,325,027
189,744,831 111,201,360

The amount of capitalisable borrowing costs were determined applying weighted average rate ranging from 10.55%
to 11.72% (2008: 10.17% to 10.94%) on monthly average CWIP balance of respective qualifying assets.

5. Intangible assets
Cost Amortisation Carrying amount
Disposal/
Name of assets As at Addition Adjustment As at As at Charged Disposals As at As at As at
1 January during during 31 December 1 January during the during 31 December 31 December 31 December
2009 the year the year 2009 2009 year the year 2009 2009 2008

Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka

Pulse Code Modulation (PCM) (Note 5.1) 64,530,000 20,000 - 64,550,000 43,524,341 6,993,101 - 50,517,442 14,032,558 21,005,659
Software and others (Note 5.2) 3,956,465,902 801,362,308 (318,889,833) 4,438,938,377 2,003,467,446 809,996,486 (177,646,391) 2,635,817,541 1,803,120,836 1,952,998,456
Telecom Licence - spectrum (Note 5.3) 5,920,000,000 - - 5,920,000,000 55,713,418 328,888,889 - 384,602,307 5,535,397,693 5,864,286,582
9,940,995,902 801,382,308 (318,889,833) 10,423,488,377 2,102,705,205 1,145,878,476 (177,646,391) 3,070,937,290 7,352,551,087 7,838,290,697

Intangible capital in process (Note 5.4) 355,354,846 785,480,006 (812,259,046) 328,575,806 - - - - 328,575,806 355,354,846

10,296,350,748 1,586,862,314 (1,131,148,879) 10,752,064,183 2,102,705,205 1,145,878,476 (177,646,391) 3,070,937,290 7,681,126,893 8,193,645,543

5.1 Pulse Code Modulation (PCM)


This represents licence fee for channels with BTCL (formerly Bangladesh Telegraph and Telephone Board - BTTB).

5.2 Software and others


Software includes business software and network management software. Business software includes mainly billing
software, oracle financial software and other business software. Network management software represents PPS,
Paso link, minilink etc.

5.3 Telecom Licence (Spectrum)


Additional 7.4 MHz Spectrum licence @ BDT 800 million per MHz was acquired from BTRC in September 2008 for
subsequent 18 years.

5.4 Intangible capital in process (CIP)


Intangible CIP includes software under testing phase awaiting user's acceptance.
Notes to the Financial Statements

2009 2008
5.5 Amortisation during the year charged to:
Taka Taka

Cost of network operation 566,953,776 146,149,742


Operating expenses 578,924,699 630,559,528
1,145,878,475 776,709,270
6 Investment in shares of X - Net Ltd.
As at 31 December 2008, Grameenphone held 140,070 shares in X-Net Ltd. representing 30% of its paid up capital
which was acquired in exchange of right to use GP's fibre optic network. The investment was accounted for under the cost
method following BAS 25: Accounting for Investments. In 2009, Grameenphone disposed of all its shares in X-Net upon
receipt of approval by the Board of Directors of X-Net Ltd on 12 January 2009. Accordingly, a settlement agreement was
signed on 3 March 2009 between GP and X-Net Ltd. Gain on disposal of such investment amounted to Tk 7,960,532.

7 Long-term receivables and deposits


Receivable from X-Net Ltd. - 2,226,000
Long term deposits (Note 7.1) 11,635,675 10,432,694
11,635,675 12,658,694
7.1 Long term deposits
Long-term deposit account is maintained with Southeast Bank as lien against bank guarantees issued in favour of
Ministry of Posts and Telecommunications, Government of Bangladesh for telecom licence and Bangladesh Railway
for lease of optical fibre network. This amount is refundable upon cancellation of guarantee.

8 Inventories
Handsets, Data Cards and other communication tools 55,362,359 13,469,924
SIM cards (Note 8.2) 363,659,067 353,171,527
Scratch cards 11,848,783 40,543,246
430,870,209 407,184,697
8.1 Number of inventory
Handsets 8,252 2,058
SIM cards (Note 8.2) 4,489,268 5,953,591
Scratch cards 26,384,723 33,104,923

8.2 SIM cards


As at 31 December 2009 GP had 4,489,268 SIM cards (2008: 5,953,591 SIM cards). Out of 4,489,268 SIM cards
639,226 cards (2008: 588,030 SIM cards) were ready to be offered as new connection to subscribers. Each new
connection attracts Tk. 800 as VAT and Supplementary Duty to be paid to Govt. exchequer.

9 Deferred cost of connection revenue


Opening balance 360,712,137 357,679,797
Addition during the year 322,972,861 208,730,620
683,684,998 566,410,417
Amortisation during the year (200,134,882) (205,698,280)
483,550,116 360,712,137
10 Accounts receivable, net
Receivables for mobile service-postpaid and others (Note 10.1) 162,048,506 416,731,695
Receivables for mobile service-interconnection (Note 10.2) 4,505,904,450 3,707,456,935
Receivables for sub lease of optical fibre network (Note 10.3) 24,685,230 19,635,161
Other receivables for non-mobile service 4,427,976 2,659,476
4,697,066,162 4,146,483,267
10.1 Receivables for mobile service-postpaid and others
Accounts receivable 271,826,022 623,529,693
Provision for doubtful debts (109,777,516) (206,797,998)
162,048,506 416,731,695
Grameenphone

80/81
Notes to the Financial Statements

2009 2008
Taka Taka
10.2 Receivables for mobile service-interconnection
Accounts receivable 4,534,263,197 3,753,965,124
Provision for doubtful debts (28,358,747) (46,508,189)
4,505,904,450 3,707,456,935
10.3 Receivables for sub lease of optical fibre network
Accounts receivable- sublease 31,909,788 26,859,719
Provision for doubtful debt (7,224,558) (7,224,558)
24,685,230 19,635,161

This represents amount receivable from several parties against sub-lease of optical fibre network.

10.4 Provision for doubtful debts


Opening balance 260,530,745 148,643,786
Provision made during the year 91,628,074 260,530,745
Written off during the year (206,797,998) (148,643,786)
145,360,821 260,530,745
10.5 Accounts receivable-security, related parties etc.
Good and secured 3,495,124,415 2,691,392,304
Good and having no security other than personal security 1,201,941,747 1,455,090,963
Doubtful and bad 145,360,821 260,530,744
Gross accounts receivable 4,842,426,983 4,407,014,011
Less. Provision for bad and doubtful debts (145,360,821) (260,530,744)
Net accounts receivable 4,697,066,162 4,146,483,267
As at 31 December 2009, Grameenphone Ltd. had no receivable from:
(a) the directors and other officers of the company;
(b) firms or private limited companies respectively in which any director of Grameenphone Ltd. is a partner, director
or member, other than those disclosed in note 52.1; and
(c) companies under the same management.

11 Advances, deposits and prepayments


Advances:
Advance to employees (Note 11.1) 51,378,857 22,962,673
Advance to Bangladesh Railway 3,181,426 3,076,096
Advance for capital expenditure (Note 11.2) 444,382,534 608,512,929
Other advances 719,651 551,858
499,662,468 635,103,556
Deposits:
Deposit for Bank guarantee 127,957,944 94,178,334
Security deposits for utilities and services 54,897,307 55,384,258
182,855,251 149,562,592
Prepayment and other receivables:
Prepayment against rent (Note 11.3) 288,961,363 311,951,875
Prepayment against expenses (Note 11.4) 235,134,835 652,058,122
Receivables from Ericsson 428,123,981 509,092,652
Other receivables (Note 11.5) 334,199,334 237,009,110
1,286,419,513 1,710,111,759
1,968,937,232 2,494,777,907
Notes to the Financial Statements

11.1 Advance to employees includes advances made in relation to official travel, training, electricity bills, other office
running expenses and advance bonus payments.

11.2 Advance for capital expenditure represents partial payment to the vendors against running bills for civil works and
towers at various sites and also for Corporate Headquarters of Grameenphone Ltd.

11.3 Prepayment against rent represents advance payment of rent for base station locations and office buildings.

11.4 Prepayment against expenses represents advance payment of insurance premium, payment to suppliers for spare
parts and others.

11.5 Other receivables include reimbursable cost on customs clearing and forwarding charges, accrued interest on STD
accounts and reimbursable expenditure incurred on behalf of Telenor made by Grameenphone as well as other
inter-company receivables.

11.6 Security deposit, advance to employees and related parties etc.


2009 2008
Taka Taka

Good and secured 444,382,534 608,512,929


Good and having no security other than personal security 55,279,934 26,590,627
Doubtful and bad - -
Total advance deposits and prepayments 499,662,468 635,103,556
Provision for bad and doubtful amount - -
Advance deposits and prepayments, net 499,662,468 635,103,556

As at 31 December 2009, Grameenphone Ltd. had Tk 51,378,857 (2008: Tk 22,962,673 ) as advance to the
employees. Other than those, Grameenphone Ltd. had no loans or advances to:

(a) Directors of the company;


(b) Firms or private limited companies respectively in which any director of Grameenphone Ltd. is a partner, director
or member; and
(c) Companies under the same management.

Grameenphone

82/83
Notes to the Financial Statements

2009 2008
Taka Taka
12 Cash and cash equivalents
Cash in hand 7,422,192 14,769,868
Cash at bank :
Southeast Bank Limited 618,226,240 27,557,747
Standard Chartered Bank 329,492,761 102,164,966
Sonali Bank Limited 9,112,126 3,779,134
IFIC Bank Limited 310,245,153 9,076,206
Commercial Bank of Ceylon Limited 370,478,423 119,234
EXIM Bank Limited 509,456,920 3,344,949
Citibank, N.A. (Note 12.1) 987,567,559 4,952,706,383
Dhaka Bank Limited 512,650,251 4,928,430
Islami Bank Bangladesh Limited 9,585,159 9,854,040
One Bank Limited 1,355,622,153 85,768,106
HSBC 829,155,699 103,227,354
Prime Bank Limited 629,764,197 14,773,015
Premier Bank limited 500,288,702 -
Dutch Bangla Bank Limited 372,855,996 61,886,730
Eastern Bank Limited 710,658,504 1,548,576,315
National Bank Limited 513,583,396 7,593,705
BRAC Bank Limited 1,151,503,585 5,136,705
The City Bank Limited 428,247,825 11,056,277
Trust Bank Limited 504,697,678 4,985,109
Bank Asia Limited 503,381,293 4,591,882
Mercantile Bank Limited 402,205,090 4,339,289
United Commercial Bank Ltd. 302,998,526 3,852,439
Jamuna Bank Limited 512,037,622 2,633,385
Agrani Bank Limited 5,725,486 1,531,474
Shahjalal Islami Bank Ltd. 1,403,465,596 2,202,012
Woori Bank 4,878,157 -
Pubali Bank Ltd. 300,000,000 -
Bank Alfalah Ltd. 300,167,744 -
Utility bill pay service collection A/C (Note 12.2) 203,505,631 24,090,246
Collection account with other banks (Note 12.3) 2,333,423 6,126,289
14,593,890,895 7,005,901,421
14,601,313,087 7,020,671,289

12.1 This includes Tk. 91,954,691 representing amounts received against share application which were in the process of
being refunded as at 31 December 2009 and interest accrued on such balance.
As at 31 December 2008 an amount Tk 4,111,572,296 received for Private Placement Offering (PPO) purpose was
deposited with Citibank, N.A.

12.2 This represents the amount deposited at Citibank, N.A. (2009: Tk 123,335,836; 2008: Tk 24,090,246) and BRAC Bank
Limited (2009: Tk 80,169,795) on account of collection against utility bill pay services at the date of statement of
financial position.

12.3 Collection account with other banks


This represents the amount which was in transit at the date of statement of financial position.
Notes to the Financial Statements

2009 2008
13 Share capital
Taka Taka
Authorised :
40,000,000,000 ordinary shares of Tk. 1 each - 40,000,000,000
4,000,000,000 ordinary shares of Tk. 10 each 40,000,000,000 -
40,000,000,000 40,000,000,000

At its 93rd Board meeting held on 2 July 2009, Grameenphone altered the face value of ordinary shares from Tk. 1 to
Tk 10, which was approved by the shareholders at the 19th EGM held on the same date.

Issued, subscribed, called up and paid-up :


12,151,747,970 shares of Tk. 1 each - 12,151,747,970
1,350,300,022 ordinary shares of Tk. 10 each 13,503,000,220 -
13,503,000,220 12,151,747,970
Movement of share capital in 2009
Face value of Face value of
Tk. 1 per share Tk. 10 per share
Taka Taka
Opening balance
(12,151,747,970 shares of Tk. 1 each) 12,151,747,970 -
Issue of additional shares to the existing shareholders
250 shares of Tk. 1 per share 250 -
Effect of reverse split during the year (12,151,748,220) 12,151,748,220
(Issue of shares of Tk. 10 against 10 shares of Taka 1) -
Issue of shares to the public, institutional investors and others (Note 13.1)
69,439,400 shares of Tk 10 each through Initial Public Offering (IPO) - 694,394,000
65,685,800 shares of Tk 10 each through Private Placement Offering (PPO) - 656,858,000
Closing balance - 13,503,000,220

Movement of share capital in 2008


Face value of Face value of
Tk. 43 per share Tk. 1 per share
Taka Taka
Opening balance
(56,519,758 shares of Tk. 43 each) 2,430,349,594 -
Effect of share split during the year (2,430,349,594) 2,430,349,594
(Issue of 43 shares of Tk. 1 against 1 share of Taka 43)
Issue of bonus shares (Note 13.2) - 9,721,398,376
Closing balance - 12,151,747,970

13.1 Issue of shares to the public, institutional investors and others


In 2009, Grameenphone issued 65,685,800 shares at the rate of Tk. 74 per share including a premium of Tk. 64 per
share to institutional investors, GP employees and Grameen bank borrowers through Private Placement Offering
(PPO); and 69,439,400 shares at the rate of Tk. 70 per share including a premium of Tk. 60 were issued to the public
through IPO processes.

13.2 Issue of bonus shares


At the 16th EGM (Extra-ordinary general meeting) held on 15 July 2008, GP issued bonus shares @ 400% of the
paid-up capital amounting to Tk. 9,721,398,376 i.e. four bonus shares of Tk. 1.00 each for every share of Tk. 1.00 each
held by each shareholder. Paid-up capital immediately before this issuance of bonus share was Tk. 2,430,349,594.
Grameenphone

84/85
Notes to the Financial Statements

13.3 Shareholding position

Name of shareholders Percentage of holding Value of shares (Taka)


2009 2008 2009 2008
(at face value (at face value
Tk 10 per share) Tk 1 per share)
Telenor Mobile Communications AS,
Norway 55.80% 62.00% 7,534,077,240 7,534,077,085
Nye Telenor Mobile Communications
II AS, Norway 0.00% 0.00% 2,150 2,150
Nye Telenor Mobile Communications
III AS, Norway 0.00% 0.00% 2,150 2,150
Telenor Asia Pte Ltd, Singapore 0.00% 0.00% 2,150 2,150
Grameen Telecom, Bangladesh 34.20% 38.00% 4,617,664,090 4,617,664,005
Grameen Kalyan, Bangladesh 0.00% 0.00% 220 215
Grameen Shakti, Bangladesh 0.00% 0.00% 220 215
General public, GP employees and
institutions 10.00% 0.00% 1,351,252,000 -
100.00% 100.00% 13,503,000,220 12,151,747,970

13.3 Shareholding position


Shareholding range No. of shareholders No. of shares
2009 2008 2009 2008
(at face value (at face value
Tk 10 per share) Tk 1 per share)

1-500 179,001 2 36,663,152 430


501-5,000 9,793 3 14,611,180 6,450
5,001-10,000 828 - 5,993,944 -
10,001-20,000 418 - 5,824,433 -
20,001-30,000 104 - 2,544,649 -
30,001-40,000 57 - 1,991,885 -
40,001-50,000 33 - 1,497,906 -
50,001-100,000 85 - 6,125,896 -
100,001-1,000,000 66 - 20,304,723 -
1,000,001-1,000,000,000 14 2 1,254,742,254 12,151,741,090
190,399 7 1,350,300,022 12,151,747,970

13.4 Share premium 2009 2008


Taka Taka

Opening balance 13,743,987 13,743,987


Received during the year (Note 13.4.1) 8,370,259,450 -
Adjustment of share issue costs (Note 13.4.2) (543,777,495) -
Closing balance 7,840,225,942 13,743,987

13.4.1 In 2009, total amount of Tk 8,370,259,450 was received on account of shares issued to the existing shareholders,
GP employees, Grameen bank borrowers, institutional investors and to general public. Net issue cost of Tk
543,777,495 was set-off against share premium as per IAS 32: Financial Instruments.
13.4.2 This includes Tk 13,229,830 paid to auditors for IPO related services in 2009 and 2008.
Notes to the Financial Statements

14 Capital reserve
In 2004, the holders of preference shares converted their preference shares to ordinary shares as per clauses 41 to
44 of Memorandum and Articles of Association. Preference shares of Tk 45.84 each were converted into ordinary
shares of Tk 43.00 each and the balance Tk 2.84 per share was transferred to capital reserve account. This amount is
not distributable as dividend as per the Companies Act 1994.

2009 2008
15 Deposit from shareholders
Taka Taka

Telenor Mobile Communications AS, Norway 1,880,178 1,882,968


Grameen Telecom, Bangladesh - 28
1,880,178 1,882,996

Deposit from shareholders represents balance of the share money remittance which had not been used for issuance
of share capital. An amount of Tk. 2,818 was adjusted during 2009 against issue of new shares to the existing
shareholders.

16 General reserve
This reserve represents the amount invested in the acquisition of property, plant and equipment in the old unit from
the accumulated tax holiday reserve of 2nd Phase Expansion Unit-1. The tax holiday reserve has been transferred to
general reserve upon fulfilment of necessary conditions as per Income Tax Ordinance 1984.

17 Loans and borrowings, net of current portion


IFC (Note 17.1) 206,389,257 618,404,345
ADB (Note 17.1) 152,690,367 427,579,842
NORFUND (Note 17.1) 71,782,052 209,545,914
Eksportfinans ASA (Note 17.2) 49,037,159 76,980,013
NORAD (Note 17.3) 98,074,370 153,960,054
Local syndicated loan (Note 17.4) 1,376,893,993 1,827,146,776
1,954,867,198 3,313,616,944
Current portion of loans and borrowings (Note 17.5) 1,036,943,071 1,406,260,610
917,924,127 1,907,356,334

17.1 Loan from IFC, ADB and NORFUND


In 2004, Grameenphone Ltd. entered into loan agreements with IFC, ADB and NORFUND for a total amount of USD
60 million, which was financed in proportion of 3:2:1 respectively. GP drew USD 25 million (USD 12.5 million from IFC,
USD 8.33 million from ADB and USD 4.17 million from NORFUND) as the first instalment on 26 August 2004. The
second and third instalments amounting to USD 15 million and USD 20 million respectively were drawn on 29 March
2005 and 26 April 2005 respectively.
The loans are repayable in 10 half yearly installments starting from 15 December 2005 with the following interest
rates:
If net debt : EBITDA >1; LIBOR + 3.5% per annum.
If net debt : EBITDA <1 and > 0.5 ; LIBOR + 3.25% per annum.
If net debt : EBITDA <0.5; LIBOR + 3.0% per annum.

17.2 Loan from Eksportfinans ASA


Grameenphone Ltd. borrowed NOK 25 million in December 2000 from Eksportfinans ASA, Norway with interest to be
paid at the rate of 6 months NIBOR (the rate appearing on page NIBOR on the Reuters money rate service) plus 30
basis points per annum. The loan is repayable in 14 equal semi-annual installments starting from 29 June 2004.
Grameenphone

86/87
Notes to the Financial Statements

17.3 Loan from Norwegian Agency For Development Cooperation (NORAD)


Grameenphone Ltd. entered into an agreement with Norwegian Agency for Development Cooperation (NORAD) to
obtain loan of NOK 50 million and to obtain guarantee in its favour to borrow another NOK 25 million from
Eksportfinans. According to the terms of the contract, interest at 3.4% per annum is to be paid on drawdown amount.
The interest is payable semi-annually in arrears with the first payment to be made from 6 months after the first
drawdown date which will be repayable in 14 installments with the first instalment falling due from 42 months after
the last drawdown date. GP received the loan in two installments; one on 30 December 1997 (NOK 35 million) and
another on 3 January 2001(NOK 15 million).

17.4 Local syndicated loan


Grameenphone Ltd. signed a Tk 2,000,000,000 syndicated loan agreement with 16 local financial institutions.
Standard Chartered Bank was the lead arranger for the syndicated loan. The loan is being financed by Agrani Bank,
Bank Asia, Citibank N.A., IDCOL, IFIC Bank, Jamuna Bank, National Bank, Pubali Bank, SABINCO, Sonali Bank, Standard
Bank, Standard Chartered Bank, Trust Bank, The City Bank, United Commercial Bank and Uttara Bank. The loan
agreement was signed on 17 September 2007. The loan bears interest at 13.50% per annum, which is calculated on
the amount outstanding on a daily outstanding amount basis and payable at the end of each quarter. The repayment
started on 15 November 2008. The first drawdown has been effected on 8 October 2007. 5.8824% of the principal
amount will be repaid on a quarterly basis.
All the above loans are secured by a first priority floating charge on the company's undertaking, property and assets,
present and future including goodwill and money held to the credit of the company's bank accounts to the extent of
Tk 7,208,750,000.

2009 2008
Taka Taka
17.5 Loans and borrowings - current portion
IFC 206,389,257 410,782,046
ADB 152,690,367 284,024,722
NORFUND 71,782,052 139,193,232
Eksportfinans ASA 49,037,159 38,490,006
NORAD 98,074,370 76,980,027
Local syndicated loan 458,969,866 456,790,577
1,036,943,071 1,406,260,610

17.6 Tenure of repayment of loans and borrowings 2009 2008


% of principal % of principal
The tenures of repayment as per the agreements are as follows:
Payable not later than 1 year 53% 42%
Payable later than 1 year but not later than 5 years 47% 58%

18 Bond obligation
Grameenphone Ltd. issued debt instruments in the form of unsecured, non-convertible, and freely transferable
coupon bearing Bond on 11 November 2008, for an aggregate principal amount of Taka 4,250 million through private
placement with domestic investors. Each bond was denominated at Taka 10 million with one tranche having 540 days
tenor and the other tranche having 720 days tenor maturing for payment on 04 May 2010 and 31 October 2010
respectively. The bonds had an interest rate of 14.5% per annum, payable semi-annually. However, the bond was
repaid fully in December 2009.
Notes to the Financial Statements

19 Deposit from agents and subscribers 2009 2008


Taka Taka

Security deposits from subscribers (Note 19.1) 405,633,191 411,388,949


Security deposits from dealers and agents (Note 19.2) 35,315,000 71,265,000
440,948,191 482,653,949

19.1 The amount of security deposits from subscribers represents security money obtained from subscribers. This amount
can be used in full or in part to adjust any amount due from subscribers. The amount is refundable to subscribers on
their termination of relationship with GP.

19.2 This amount of security deposits from dealers and agents represents security money obtained from channel partners
(i.e. dealer, distributor, outlet agent). This amount can be used in full or in part to adjust any amount due from channel
partners. The amount is refundable to channel partners on their termination of business relationship with GP.

20 Finance lease obligation


Obligation under finance lease has been recognised as liability in the statement of financial position at an amount
equal to the present value of minimum lease payments. GP's incremental borrowing rate, which was 15% at the
inception of the lease, was used to calculate the present value of minimum lease payments, as it was impracticable
to determine the implicit interest rate at that time.
Finance lease of optical fibre network with Bangladesh Railway (BR) 5,019,805,838 6,207,645,382
Less: Current portion of finance lease - 1,160,709,556
5,019,805,838 5,046,935,826

Finance lease obligation as at 31 December 2009 is payable as follows:


Present value of
Future minimum minimum lease
lease payments Interest payments
Taka Taka Taka

(i) Not later than one year 680,999,391 680,999,391 -


(ii) Later than one year but not later than five years 3,026,663,961 3,026,663,961 -
(iii) Later than five years 12,575,788,757 7,555,982,919 5,019,805,838
16,283,452,109 11,263,646,271 5,019,805,838

Finance lease obligation as at 31 December 2008 was payable as follows:

(i) Not later than one year 2,002,206,462 841,496,906 1,160,709,556


(ii) Later than one year but not later than five years 2,905,597,402 3,143,050,089 (237,452,687)
(iii) Later than five years 13,377,854,707 8,093,466,194 5,284,388,513
18,285,658,571 12,078,013,189 6,207,645,382

Grameenphone entered into a lease agreement with Bangladesh Railway (BR) in 1997 for the right to use the optical
fibre network along with its ancillary facilities. The lease was treated as operating lease until the end of 2004.
Following an amendment to the lease agreement in 2004, it has been reclassified as finance lease and has been
treated as such since 1 January 2005.
The lease agreement was further amended on 13 June 2007 with Guaranteed Annual Rental (GAR) being revised and
lease term being extended upto June 2027. Considering the extended tenure and revised GAR, the leased asset and
obligation have been adjusted with the amount equal to the difference between the present value of the revised
minimum lease payments and the carrying amount of lease obligation.
Grameenphone

88/89
Notes to the Financial Statements

21 Deferred tax liabilities


Deferred tax assets and liabilities have been recognised and measured in accordance with the provision of IAS/BAS 12:
Income Taxes. Related deferred tax expense/income have been disclosed in note 42. Deferred tax assets and liabilities are
attributable to the following:
Taxable/
Carrying amount (deductible)
at the balance temporary
sheet date Tax base difference
Taka Taka Taka
As at 31 December 2009
Property, plant and equipment (excluding land and 66,464,688,129 28,340,515,231 38,124,172,898
capital work in progress)
Property, plant and equipment under finance lease 5,825,063,878 - 5,825,063,878
Difference for vehicle (143,928,932) - (143,928,932)
72,145,823,075 28,340,515,231 43,805,307,844

Accounts receivable 4,697,066,162 4,784,507,038 (87,440,876)


Finance lease obligation (5,019,805,838) - (5,019,805,838)
Accrued finance cost on lease obligation (55,974,858) - (55,974,858)
Asset retirement obligation (53,760,224) - (53,760,224)
Net taxable temporary difference 38,588,326,048
Applicable tax rate (Note 3.7) 35%
Deferred tax liabilities 13,505,914,117

As at 31 December 2008
Property, plant and equipment (excluding land and 74,051,177,543 32,738,745,149 41,312,432,394
capital work in progress)
Property, plant and equipment under finance lease 6,402,100,304 - 6,402,100,304
Difference for vehicle (21,627,366) - (21,627,366)
80,431,650,481 32,738,745,149 47,692,905,332

Accounts receivable 4,146,484,000 4,390,067,871 (243,583,871)


Finance lease obligation (6,207,645,382) - (6,207,645,382)
Asset retirement obligation (52,283,997) - (52,283,997)
Net taxable temporary difference 41,189,392,082
Applicable tax rate (Note 3.8) 45%
Deferred tax liabilities 18,535,226,437

22 Long term payables and provisions 2009 2008


Taka Taka

Payable to Bangladesh Railway for X-Net Ltd. - 4,882,500


Asset retirement obligations (Note 22.1) 160,033,350 148,358,966
Deferred revenue from X -Net Ltd. - 11,392,500
160,033,350 164,633,966
Notes to the Financial Statements

2009 2008
Taka Taka
22.1 Asset retirement obligations (ARO)
Opening balance 148,358,966 129,341,160
Provision made during the year 19,484,384 27,286,666
167,843,350 156,627,826
Adjustment during the year (7,810,000) (8,268,860)
Closing balance 160,033,350 148,358,966

Grameenphone Ltd. recognises ARO in respect of roof-top BTS and office space based on the present value of
expected expenditure to be required to settle the obligation. Initial estimate of ARO is added to property, plant and
equipment and unwinding of the discount is charged as financial expense.

23 Accounts payable
Liability for capital expenditure 2,253,928,756 2,550,938,946
Payable for expenses:
International roaming services 39,852,930 65,986,664
Training and travel expenses 30,739,546 29,196,555
Sales and promotional expenses 41,964,797 173,111,438
Consultancy and professional fees 765,471,809 444,664,720
Office and general expenses 1,045,054,158 533,056,444
Network operations and maintenance 345,587,495 80,624,229
2,268,670,735 1,326,640,050
Payable for others:
Tax deducted at source from suppliers 123,690,977 134,530,211
VAT deducted at source from suppliers 21,132,551 72,806,656
Retention money from suppliers 25,541,438 13,665,878
170,364,966 221,002,745
4,692,964,457 4,098,581,741

Payable for expenses include payable to Telenor, its subsidiaries and affiliates.

24 Payable to government, autonomous bodies and other operators


Bangladesh Telecommunication Regulatory Commission (BTRC)
Frequency and spectrum charges (Note 24.1) 225,255,158 286,971,639
Revenue sharing 1,118,791,311 877,127,718
Liability for purchase of additional spectrum - 3,330,000,000
1,344,046,469 4,494,099,357
Bangladesh Telecommunications Company Limited (BTCL)
Interconnection charges (Note 24.2) 4,461,599,602 3,404,001,304
PCM related expenses (Note 24.3) 60,643,877 40,481,872
4,522,243,479 3,444,483,176

Other service cost and revenue sharing with content providers 51,675,839 36,519,071
Supplementary duty on SIM payable to National Board of Revenue (NBR) 2,628,076,000 2,407,968,034
Share of sub-lease rent payable to Bangladesh Railway 12,946,399 4,603,261
Interconnection charges payable to other operators 547,842,411 765,007,231
Payable for Bills Pay receipt 197,683,678 21,743,877
9,304,514,275 11,174,424,007

24.1 Frequency and spectrum charges


This relates to frequency / spectrum charges and roaming line rent.
Grameenphone

90/91
Notes to the Financial Statements

24.2 Interconnection charges


This represents provision for interconnection charges in respect of Local, NWD and ISD calls. According to the latest
policy promulgated by BTRC, each operator including BTCL (formerly BTTB) is liable to pay interconnection charge for
outgoing calls to other operators.

24.3 PCM related expenses


This represents amount due to BTCL (formerly BTTB) for PCM (Pulse Code Modulation) related expenses.

25 Income tax payable 2009 2008


Taka Taka

Opening balance 10,077,565,649 8,350,371,941


Provision made during the year 8,657,110,009 6,569,903,530
18,734,675,658 14,920,275,471
Paid during the year (including tax deducted at source) (6,505,897,213) (4,842,709,822)
12,228,778,445 10,077,565,649

26 Unearned revenue
This includes mainly the unused portion of scratch cards, Flexi Load and advance post-paid bills received for which
revenue has not been recognised yet.

27 VAT payable
This represents VAT amount payable to NBR arising from provision of services by the company that are subject to VAT.

28 Deferred connection revenue


Opening balance 474,142,173 617,220,271
Addition during the year 309,549,358 224,397,633
783,691,531 841,617,904
Recognised as revenue during the year (241,959,605) (367,475,731)
Closing balance 541,731,926 474,142,173

29 Local interest bearing short-term borrowings


As at 31 December 2008, the outstanding balance of credit facilities availed by Grameenphone from different banks
stood at Tk. 4,992,322,916. This amount has been fully repaid during 2009.

29.1 Credit facilities available at the reporting date


Grameenphone enjoys credit facilities with 16 banks for short-term working capital facilities. The non-funded
facilities include Letters of Credit, Letters of Guarantees and FX Forward. The funded facilities include overdraft
facility, short-term loan and import loan. The aggregate amount of the working capital facilities and the short term
loans is Tk. 19,603.45 million. The facilities have a non-funded limit of Tk. 18,427.80 million and a funded limit of
Tk. 10,185.65 million.
A detail of the total facilities is enumerated below:

(a) Credit facility from Standard Chartered Bank


i) Letter of credit (L/C) facility for Tk. 2,500 million (in 2008 Tk. 2,333 million).
ii) Overdraft / short term loan facility for Tk. 1,380 million (in 2008 Tk. 950 million).

(b) Credit facility from Commercial Bank of Ceylon Ltd.


i) Letter of credit facility for Tk. 670 million (in 2008 Tk. 550 million).
ii) Overdraft for Tk. 100 million (inner limit of LC Tk. 550 million)
iii) Short term loan facility for Tk. 100 million (inner limit of LC Tk. 550 million) .
iv) Foreign Exchange Forward arrangement for Tk. 670 million.( in 2008 Tk. 550 million).
Total funded exposure under the Overdraft and Short Term Loan facility is Tk. 200 million (in 2008 Tk. 210 million).
Notes to the Financial Statements

(c) Credit facility from Citibank N.A


i) Sight/usance letter of credit up to Tk. 2,800 million (in 2008 Tk. 2,800 million).
ii) Overdraft/ short term loan for Tk. 2,100 million (inner limit of LC Tk. 2,800 million) (in 2008 Tk. 2,100 million).
The short term loan and the overdraft limits are interchangeable. Total funded exposure under the short-term loan
and the overdraft facility may not exceed Tk. 2,100 million at any point of time.

(d) Credit facility from HSBC


i) Sight/usance letter of credit up to Tk.1,600 million (in 2008 Tk 2,300 million).
ii) Short-term loan up to Tk. 700 million (inner limit of LC Tk. 1,600 million) (in 2008 Tk. 700 million).
iii) Overdraft facility for Tk. 150 million (inner limit of LC Tk. 1,600 million) (in 2008 Tk.150 million).
iv) Foreign Exchange line up to Tk. 10 million (in 2008 Tk.10 million).
Combined funded exposure will not exceed Tk. 700 million at any point of time.
(e) Credit facility from Prime Bank Ltd.
i) Sight/usance letter of credit up to Tk. 1,500 million (in 2008 Tk. 1,500 million).
ii) Overdraft/LTR facility for Tk. 950 million (inner limit of LC TK. 1,500 million) (in 2008 Tk. 950 million).
(f) Credit facility from Eastern Bank Ltd.
i) Sight/usance letter of credit up to Tk. 1,400 million (in 2008 Tk. 1,400 million).
ii) Short-term loan/LTR facility for Tk. 600 million (inner limit of LC Tk. 1,400 million) (in 2008 Tk. 600 million).
iii) Overdraft facility for Tk. 100 million (inner limit of LC Tk. 1,400 million) (in 2008 Tk. 100 million).
iv) Bank Guarantee limit up to Tk. 500 million. (inner limit of LC Tk. 1,400 million) (in 2008 Tk.150 million).
Combined funded exposure will not exceed Tk. 600 million at any point of time.
(g) Credit facility from One Bank Ltd.
i) Sight/Usance letter of credit up to Tk. 660 million (in 2008 Tk. 660 million).
ii) LTR/ Time loan facility for Tk. 280 million (inner limit of LC Tk. 660 million) (in 2008 Tk. 280 million).
iii) Bank guarantee limit up to Tk. 660 million (inner limit of LC Tk. 660 million) (in 2008 Tk. 10 million).

(h) Credit facility from BRAC Bank Ltd.


i) Sight/usance letter of credit up to Tk. 1,300 million (in 2008 Tk.1300 million).
ii) Overdraft/short term loan facility for Tk. 900 million (inner limit of L/C Tk. 990 million) (in 2008 Tk. 550 million).
iii) Bank guarantee limit up to Tk. 1,300 million (inner limit of LC Tk. 1,300 million).

(i) Credit facility from Dhaka Bank Ltd.


i) Sight/usance letter of credit up to Tk. 1,200 million (in 2008 Tk. 1,000 million).
ii) Short term Loan/LTR facility for Tk. 600 million (inner limit of LC Tk. 1,200 million) (in 2008 Tk. 435 million).

(j) Credit facility from Dutch Bangla Bank Ltd.


i) Sight/usance letter of credit up to Tk. 1,600 million (in 2008 Tk. 930 million).
ii) Short term loan/LTR/overdraft facility for Tk. 685 million (inner limit of LC Tk. 1,600 million) ( in 2008 Tk. 390 million).

(k) Credit facility from Woori Bank


i) Sight/usance letter of credit up to Tk. 412.8 million.( in 2008 Tk. 274.20 million).
ii) Overdraft facility for Tk. 205.65 million. ( in 2008 Tk. 205.65 million).

(l) Credit facility from The City Bank Ltd.


i) Sight/usance letter of credit up to Tk. 660 million.( in 2008 Tk. 590 million).
ii) Overdraft/ short term loan facility for Tk. 420 million. ( in 2008 Tk. 370 million).
iii) Bank guarantee facility for Tk. 660 million (inner limit of L/C Tk. 590 million).( in 2008 Tk. 590 million).
Grameenphone

92/93
Notes to the Financial Statements

(m) Credit facility from Trust Bank Ltd.


i) Sight/usance letter of credit up to Tk. 400 million.( in 2008 Tk. 400 million).
ii) Overdraft facility for Tk. 280 million. ( in 2008 Tk. 280 million).

(n) Credit facility from Premier Bank Ltd.


i) Sight/usance letter of credit up to Tk. 910 million.( in 2008 Tk. 910 million).
ii) Overdraft facility for Tk. 390 million. (inner limit of L/C Tk. 910 million).( in 2008 Tk. 390 million).
iii) Bank guarantee facility for Tk. 910 million (inner limit of L/C Tk. 910 million).( in 2008 Tk. 910 million).

(o) Credit facility from Bank Asia Ltd.


i) Sight/usance letter of credit up to Tk. 280 million.( in 2008 Tk. 280 million).
ii) Overdraft facility for Tk. 270 million. ( in 2008 Tk. 270 million).

(p) Credit facility from Bank Alfalah Ltd.


i) Sight/usance letter of credit up to Tk. 525 million.( in 2008 Tk. 525 million).
ii) Cash finance facility for Tk. 225 million. (inner limit of L/C Tk. 525 million).( in 2008 Tk. 225 million).
iii) Bank guarantee facility for Tk. 300 million (inner limit of L/C Tk. 525 million).( in 2008 Tk. 300 million).

(q) Credit facility from Other Banks


GP has signed an acceptance of offer from the Pubali Bank Ltd. for Credit facility of Tk. 1,000 million as non-funded
facility and Tk. 1,000 million as Overdraft limit. The credit line is awaiting completion of documentation formalities
for activation.
The short-term credit facilities are availed on an unsecured basis and are backed by standard charge documents of
individual banks and financial institutions.
As per GP Board of Directors' approval, the total amount of short-term credit facilities from the above banks is limited
to a maximum outstanding limit of US$ 210 million equivalent. However, the ratio of financial indebtedness to
shareholders' equity may not exceed 2:1 as per the financial covenants under our long-term loans and borrowings.

30 Provision for expenses 2009 2008


Taka Taka

International roaming services 17,588,572 25,294,597


Provision for Commission and other operational expenses 46,769,340 41,015,966
Personnel expenses 918,628,342 642,804,579
Obligation in respect of employees Provident Fund 24,996,388 21,288,716
Training and travel expenses 48,027,244 23,850,003
Sales and promotional expenses 683,381,530 526,639,170
Consultancy and professional fees 461,445,444 344,613,452
Network operations and maintenance 513,171,766 1,173,794,521
Provision for capital expenditure 3,090,889,804 5,326,924,372
Office and general expenses (Note 30.1) 1,265,694,304 925,559,270
Operating lease rent payable to Power Grid Company of Bangladesh Ltd. 7,757,024 17,562,134
7,078,349,758 9,069,346,780

Provision for expenses include provision for payable to Telenor, its subsidiaries and affiliates.

30.1 Provision for office and general expenses includes provisions for vehicle running expenses, stationery, utility,
communication expenses, share issue costs etc.
Notes to the Financial Statements

31 Advance against PPO


In 2008, Grameenphone raised subscription against its shares offered through Private Placement Offering (PPO)
from institutional investors, its employees and Grameen Bank borrowers. As at 31 December 2008, the Company's
liability stood at Tk. 4,136,642,172 on account of money received against share application and interest accrued on
the fund. During 2009, the shares against such applications were issued to the applicants and accordingly the
amount was transferred to share capital and share premium account.

31.1 Liabilities for share money refund


This represents the amount received against share application which were in the process of being refunded as at 31
December 2009. Subsequently, up to 19 March 2010 an amount of Tk 27,829,175 was refunded to respective
accounts of the share applicants.
2009 2008
32 Revenue
Taka Taka
Traffic revenue
-Postpaid 2,518,790,257 3,416,682,161
-Prepaid 52,139,114,255 47,933,000,073
54,657,904,512 51,349,682,234
Subscription revenue
-Postpaid 550,777,898 530,770,936
550,777,898 530,770,936
Connection revenue
-Postpaid 25,784,885 55,298,487
-Prepaid 256,873,714 299,746,027
282,658,599 355,044,514
Roaming revenue
-Inbound 174,323,904 175,091,485
-Outbound 205,247,996 222,432,040
379,571,900 397,523,525
Interconnection revenue
-Postpaid 148,531,536 155,551,770
-Prepaid 6,369,308,888 6,361,791,542
6,517,840,424 6,517,343,312
Other operating revenue
-Customer support revenue 11,204,066 16,235,152
- SMS and MMS revenue 1,523,743,904 1,577,330,828
-Internet and data revenue 669,949,709 480,274,745
-VAS and other revenue (Note 32.1) 73,586,027 45,887,312
2,278,483,706 2,119,728,037
Other non- mobile revenue
- Sale of handsets 393,464,596 28,254,167
- Sale of broadband wireless data card 205,321,468 -
- Channel fees 27,967,331 57,188,661
- Bills pay service 5,576,654 3,442,732
632,330,049 88,885,560
65,299,567,088 61,358,978,118

32.1 VAS revenue includes revenue from SMS/MMS services, internet facilities (EDGE/GPRS), medical services and music
download services.
Grameenphone

94/95
Notes to the Financial Statements

33 Direct cost of network revenue 2009 2008


Taka Taka

Cost of interconnection (Note 33.1) 4,126,962,061 5,981,299,890


Cost of SIM card, scratch card and handsets (Note 33.2) 1,238,279,122 792,264,197
International roaming costs (Note 33.3) 192,142,950 203,327,269
Licence fees and spectrum charges (Note 33.4) 702,148,351 923,443,577
Revenue sharing with BTRC (Note 33.5) 3,386,016,902 3,029,973,262
Other service cost and revenue sharing with content providers 10,353,289 934,133
Dealers and agency commission 3,600,242,658 3,927,278,438
13,256,145,333 14,858,520,766

33.1 Cost of interconnection


As per the latest policy promulgated by BTRC, each operator including BTCL (formerly BTTB) is liable to pay
interconnection charges for outgoing calls to other operators based on data provided by interconnection exchange
(ICX) and international gateway (IGW).
Cost of interconnection is recorded on the basis of traffic to other operators, which is regulated and settled through
interconnection agreements between Grameenphone and other operators.

33.2 Cost of SIM card, scratch card and handsets


Cost of inventory charged off as expense
SIM card 689,306,636 520,102,923
Scratch card 59,063,460 233,808,734
Handset, data card and other communication devices 489,909,026 38,352,540
1,238,279,122 792,264,197
33.3 International roaming costs
GP is required to pay roaming charges to the roaming partners when GP subscribers use their network, based on
roaming agreement between the parties.

33.4 According to licence agreement, Grameenphone is required to pay operating licence fee and spectrum charges to
BTRC. These expenses are presented under this head.

33.5 Revenue sharing with BTRC


As per the amendment of the operating licence agreement dated 16 April 2006, GP is required to pay 5.5 % of the
collected rent and call charges to BTRC with effect from 1 July 2005.

34 Network operation and maintenance expenses


Rent (Note 34.1) 524,502,150 523,493,294
Electricity charges (Note 34.2) 1,236,053,711 1,066,936,844
Operation and maintenance - base station 767,990,010 1,016,508,495
Operation and maintenance - switch 848,248,070 934,459,745
Operation and maintenance - optical fibre network 55,095,455 32,830,754
Network quality maintenance expenses (Note 34.3) 1,185,365,580 788,138,233
PCM operation and maintenance (Note 34.4) 27,210,190 40,128,241
Lease rent for submarine cable 128,960,963 98,961,531
4,773,426,129 4,501,457,137
Notes to the Financial Statements

34.1 Rent includes location rent for base stations, switch, and other locations.
Future minimum lease payments under non-cancellable operating leases for such locations are payable as follows:
2009 2008
Taka Taka

(i) Not later than one year 412,655,841 322,857,405


(ii) Later than one year but not later than five years 1,681,406,594 1,665,450,051
(iii) Later than five years 4,014,486,480 4,204,952,266
6,108,548,915 6,193,259,721

34.2 Electricity charges include electricity charges for running base stations, switches and selected offices of Bangladesh
Railway.

34.3 Network quality maintenance expenses include consultants' expenses and network operational services and
maintenance fees.

34.4 PCM operation and maintenance includes rental charges of PCM, maintenance charges of PCM and microwave link.

35 Depreciation and amortisation


Cost of network operation:
Depreciation of property, plant and equipment 14,481,369,413 13,186,081,885
Amortisation of network system software 138,250,073 55,713,418
Amortisation of telecommunication licences 328,888,888 9,216,157
Amortisation of non-telecommunication licences 99,814,815 81,220,167
566,953,776 146,149,742
15,048,323,189 13,332,231,627
Operating expenses:
Depreciation of property, plant and equipment 1,099,739,855 1,181,365,675
Amortisation of business system software 578,924,699 630,559,528
1,678,664,554 1,811,925,203
16,726,987,743 15,144,156,830

36 Other income, net


Rental income from sublease of optical fibre network 44,703,178 62,755,962
Franchisee fees and others 5,142,325 5,028,724
Sub lease cost (6,587,085) (15,202,058)
43,258,418 52,582,628
Grameenphone

96/97
Notes to the Financial Statements

2009 2008
Taka Taka
37 General and administrative expenses
Personnel expenses (Note 37.1) 4,490,186,510 3,580,873,187
Employee training and ancillary expenses 94,112,772 45,880,345
Rent (Note 37.2) 359,508,815 358,810,853
Office maintenance and running expenses 662,754,375 626,347,053
Travelling expenses 123,279,655 104,559,220
Vehicle running expenses 360,568,165 349,520,516
Telephone and communication 105,010,719 106,885,846
Printing, postage and stationery 175,655,177 133,148,768
Legal and professional fees (Note 37.3) 91,795,510 64,809,015
Statutory audit fee 1,500,000 1,500,000
Meeting expenses (Note 37.4) 33,538,907 17,209,323
Entertainment expenses 22,121,711 25,142,482
Revenue collection charges 22,400,616 23,837,457
Bad debt expense (Note 37.5) 50,655,003 243,583,871
6,593,087,935 5,682,107,936

37.1 Personnel expenses include company's contribution to recognised provident fund of Tk. 118,167,092 and provision for
gratuity fund of Tk. 148,649,410.
Personnel expenses include Tk. 6,173,578 related to share based payment to key management personnel with
respect to entitlement of parent company's shares. The vesting period for such entitlement is three years. The policy
on share based payment including the underlying valuation method is guided by group policy.

37.2 Rent includes rent for office, warehouse, GPC, GPSD, GPDC, GPCF info-center and guest houses.
Future minimum lease payments under non-cancellable operating leases for such locations are payable as follows:
(i) Not later than one year 351,585,254 289,929,337
(ii) Later than one year but not later than five years 576,246,007 541,525,487
(iii) Later than five years 402,080,704 626,197,088
1,329,911,965 1,457,651,912

37.3 Legal and professional fees include fees payable against legal advice and other professional services received time
to time from lawyers, auditors and other professionals.
Of this, Tk 2,552,848 (2008: Tk 2,714,716) was paid to auditors for services in connection with repatriation of fees and
dividends, etc.

37.4 Meeting expenses include expenses incurred by the Board of Directors and members of operational committee for
attending the board meetings and operational committee meetings respectively.

37.5 Bad debt expense


Provision made during the year 91,628,074 260,530,744
Recovery of bad debt during the year (40,973,071) (16,946,873)
Bad debt expense 50,655,003 243,583,871

Provision for doubtful debts has been made as per policy of the company mentioned in Note 3.4.

38 Selling and distribution expenses


Advertisements 626,666,038 864,591,192
Business development and promotional expenses 297,112,986 369,916,574
Sales, marketing and representation costs 2,551,190,055 4,640,843,887
3,474,969,079 5,875,351,653
Notes to the Financial Statements

2009 2008
Taka Taka
39 Finance costs, net
Interest on long term loans 91,537,425 314,968,528
Interest on bonds 623,097,222 79,512,361
Interest and service charge on short-term debt 208,126,084 956,531,502
Foreign exchange (gain)/loss 233,243,638 (292,037,932)
Finance charge - lease 841,496,904 727,226,707
Interest (accretion) on ARO 15,901,954 15,536,115
Other finance charges 119,841,732 96,592,571
2,133,244,959 1,898,329,852
Finance income (212,807,472) (93,080,560)
1,920,437,487 1,805,249,292

40 (Gain)/loss on disposal of property, plant and equipment


Sale proceeds (28,612,438) (76,107,924)
Written down value of the assets sold 38,380,825 41,981,782
9,768,387 (34,126,142)

41 Compensation to Bangladesh Telecommunication Regulatory Commission (BTRC)


Compensation to BTRC - 2,000,000,000
- 2,000,000,000

This relates to the settlement agreement between Grameenphone and BTRC dated 14 August 2008 to pay a fine of
Tk. 2,500,000,000 for Grameenphone's involvement in unregulated international call termination business through
VoIP prior to February 2007. In December 2007, Grameenphone took a provision for BDT 500,000,000 in this regard
and remaining BDT 2,000,000,000 was charged in 2008.

42 Income tax expenses


Current tax expense (Note 3.8) 8,657,110,009 6,569,903,530
Deferred tax expense/ (income) (Note 42.1) (5,029,312,320) 2,025,073,157
3,627,797,689 8,594,976,687

42.1 Deferred tax has been recognised to account for the tax consequence of transactions and other events recognised in
the financial statements. Deferred tax expenses arise mainly due to difference in the carrying amount of the assets
that will result in taxable amount in determining taxable profit or loss of future periods when the carrying amount of
the asset would be recovered or settled.
As per the provisions of Finance Act 2009, applicable tax rate for the company has been reduced to 35% from 45% as
a result of being listed with the stock exchanges. Such change in tax rate has resulted in a significant reduction in
deferred tax provisions made in earlier years. This adjustment together with deferred tax impact of regular
transactions in 2009 has resulted in a deferred tax income of Tk 5,029,312,320.

43 Earnings per share (EPS)


Profit attributable to ordinary shareholders 14,968,166,256 2,983,866,587
Weighted average number of ordinary shares outstanding
during the year (Note 43.1) 1,239,238,201 1,215,174,797
Basic earnings per share (EPS) (Note 3.14) 12.08 2.46

43.1 Weighted average number of ordinary shares


The weighted average number of ordinary shares outstanding during the year is the number of ordinary shares
outstanding at the beginning of the year, adjusted by the number of ordinary shares issued during the year multiplied
by a time-weighting factor. The time-weighting factor is the number of days that the shares are outstanding as a
proportion of the total number of days in the year.
Grameenphone

98/99
Notes to the Financial Statements

2009 2008
Taka Taka

Outstanding shares as at 1 January* 1,215,174,797 1,215,174,797


Effect of issue of additional shares during the year 24,063,404 -
1,239,238,201 1,215,174,797

*Converted to Tk 10 share equivalent number, after adjustment for bonus issue (4 shares against each share) and share split
(conversion of shares of Tk. 43 each into shares of Tk. 1 each) in 2008 and reverse split (conversion of shares of Tk. 1 each into shares
of Tk. 10 each) in 2009.

43.2 Dilution of earnings per share


No diluted earnings per share is required to be calculated for the periods presented as there was no scope for dilution
during these periods.

44 Cash receipts from performance of services/sales


Proceeds from mobile service revenue 58,140,345,116 54,778,874,070
Proceeds from interconnection revenue 5,719,392,909 4,216,484,147
Proceeds from roaming revenue 395,087,196 382,091,529
Proceeds from other sales 671,099,248 142,225,505
64,925,924,469 59,519,675,251
45 Payments to suppliers and contractors
Payments for interconnection cost 3,283,691,636 3,373,506,763
Payments for roaming out cost 225,982,709 182,113,584
Payments for leased lines cost 212,874,431 233,571,374
Payments for material cost 781,655,058 293,333,415
Payments for other operating expenses 17,328,226,048 20,587,897,020
21,832,429,882 24,670,422,156
46. Financial risk management
The Company management has overall responsibility for the establishment and oversight of the Company's risk
management framework. The Company's risk management policies are established to identify and analyse the risks
faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk
management policies, procedures and systems are reviewed regularly to reflect changes in market conditions and
the Company's activities. This note presents information about the Company's exposure to each of the above risks, the
Company's objectives, policies and processes for measuring and managing risk, and the Company's management of
capital. The company has exposure to the following risks from its use of financial instruments.

 Credit risks
 Liquidity risks
 Market risk

47 Credit risk
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company's receivables from subscribers,
interconnect operators, roaming partners and dealers.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

In monitoring credit risk, debtors are grouped according to their risk profile, i.e. their legal status, financial condition,
ageing profile etc. Accounts and other receivables are mainly related to the Company's subscribers. The Company's
exposure to credit risk on accounts receivables is mainly influenced by the individual payment characteristics of
postpaid subscribers. Interconnection receivables are normally paid within 3 months from when they are invoiced and
Notes to the Financial Statements

credit risk from these receivables is very minimal. The company employs financial clearing house to minimise credit
risk involving collection of roaming receivables. Credit risk does not arise in respect of any other receivables.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement
of financial position.

47.1 Exposure to credit risk


The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit
risk at the reporting date was:
2009 2008
Taka Taka

Inter company receivables 129,172,571 189,569,335


Receivables for mobile service-Postpaid & Others 162,048,506 416,731,695
Receivables for mobile service-Interconnection 4,505,904,450 3,707,456,935
Receivables for sub lease of optical fibre network 24,685,230 19,635,161
Others receivable for non-mobile service 4,427,976 2,659,476
Cash and cash equivalents 14,593,890,895 7,005,901,421
19,420,129,628 11,341,954,023

The maximum exposure to credit risk for accounts receivable at the end of the reporting year by geographic region was:
Domestic 19,323,729,687 11,261,047,488
Asia 52,863,858 45,473,555
Europe 40,183,831 29,992,382
Australia 1,451,549 1,494,751
America 1,235,340 3,075,828
Africa 665,363 870,019
19,420,129,628 11,341,954,023
47.2 Aging of receivables
a) The aging of gross postpaid & other mobile receivables at the end of the reporting year was:
Invoiced 0-30 days 176,370,711 244,347,082
Invoiced 31-60 days 7,015,024 11,837,467
Invoiced 61-90 days 8,758,671 45,283,420
Invoiced 91-180 days 50,122,986 96,767,646
Invoiced over 180 days 29,558,628 225,294,075
271,826,020 623,529,692

b) The aging of gross interconnection receivables at the end of the reporting year was:
Invoiced 0-30 days 1,154,155,997 2,988,962,239
Invoiced 31-60 days 480,585,352 262,954,123
Invoiced 61-90 days 371,626,754 389,681,319
Invoiced 91-180 days 761,317,694 52,163,705
Invoiced 181-365 days 1,112,196,985 14,300,334
Invoiced over 365 days 654,380,415 45,903,404
4,534,263,197 3,753,965,124

c) The aging of gross sub lease of FON receivables including from inter companies at the end of the reporting year was:
Invoiced 0-60 days 2,961,221 2,282,279
Invoiced 61-90 days 2,429,595 -
Invoiced 91-180 days 1,715,340 -
Invoiced 181-365 days 11,218,665 3,848,775
Invoiced over 365 days 13,584,968 20,728,665
31,909,788 26,859,720
Grameenphone

100/101
48 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity (cash and cash equivalents)
is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation. Typically, the Company ensures that it has sufficient cash and cash equivalents to meet expected operational expenses,
Notes to the Financial Statements

including financial obligations through preparation of the cash flow forecast, prepared based on time line of payment of the financial obligation and accordingly arrange for
sufficient liquidity/fund to make the expected payment within due date. Moreover, the Company seeks to maintain short term lines of credit with scheduled commercial banks to
ensure payment of obligations in the event that there is insufficient cash to make the required payment. The requirement is determined in advance through cash flow projections
and credit lines with banks are negotiated accordingly.

In extreme stressed conditions, the Company may get support from the parent company in the form of shareholder's loan.

It may be noted that the Company repaid significant financial liabilities in 2009 prior to due dates. In addition, some other major loans are expected to be repaid fully in 2010, which
is expected to be financed from operational cash flow.

The following are the contractual maturities of financial liabilities :

As at 31 December 2009 (Taka)

Nominal Interest Contractual cash


Carrying amount Maturity period rate flows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years

Long term bank loans

IFC (Note 17.1) 206,389,257 Jun-10 213,122,615 213,122,615 - - - -


Floating rate as per
ADB (Note 17.1) 152,690,367 Jun-10 158,797,982 158,797,982 - - - -
note 17.1
NORFUND (Note 17.1) 71,782,052 Jun-10 74,653,334 74,653,334 - - - -
6 months NIBOR +
Eksportfinans ASA (Note 17.2) 49,037,159 Dec-10 50,086,263 25,216,943 24,869,320 - - -
30 basis points

NORAD (Note 17.3) 98,074,370 Dec-10 3.4% per annum 100,572,347 50,702,922 49,869,425 - - -
Local syndicated loan (Note 17.4) 1,376,893,993 Nov-12 13.50% per annum 1,701,343,976 323,133,852 308,354,304 567,075,876 502,779,944 -

Finance lease liabilities 5,019,805,838 Jun-27 15% 16,283,452,109 332,933,036 348,066,355 711,266,031 2,315,397,930 12,575,788,757

Accounts payable

Liability for capital expenditure 2,253,928,756 12 Months N/A 2,253,928,756 1,352,357,254 901,571,502 - - -
Payable for expenses 2,268,670,735 12 Months N/A 2,268,670,735 1,361,202,441 907,468,294 - - -
Payable for others 170,364,966 12 Months N/A 170,364,966 102,218,980 68,145,986 - - -

11,667,637,493 23,274,993,083 3,994,339,359 2,608,345,186 1,278,341,907 2,818,177,874 12,575,788,757


As at 31 December 2008 (Taka)

Nominal Interest Contractual cash


Carrying amount Maturity period rate flows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years

Long term bank loans

IFC (Note 17.1) 618,404,345 15-Jun-10 658,845,714 226,750,534 218,972,565 213,122,615


Floating rate as per
ADB (Note 17.1) 427,579,842 15-Jun-10 439,230,477 151,167,023 145,981,710 142,081,744
note 17.1
NORFUND (Note 17.1) 209,545,914 15-Jun-10 219,615,238 75,583,511.00 72,990,855.00 71,040,872.00
6 months NIBOR + 75,553,820
Eksportfinans ASA (Note 17.2) 76,980,013 Dec-10 25,467,556 25,216,943 24,869,321
30 basis points
NORAD (Note 17.3) 153,960,054 Dec-10 3.4% per annum 152,108,876 51,536,529.34 50,702,922.00 49,869,425
Local syndicated loan (Note 17.4) 1,827,146,776 Nov-12 13.50% per annum 2,397,244,412 355,075,284 340,825,152 631,488,156 1,069,855,820
Bond obligation 4,216,405,145 Oct-12 14.5% 5,021,988,056 293,488,056 308,125,000 4,420,375,000 -

Finance lease liabilities 5,046,935,826 Jun -27 15% 18,285,658,571 1,397,332,453 604,874,009 680,999,391 2,224,598,011 13,377,854,707

Accounts payable

Liability for capital expenditure 2,550,938,946 12 Months N/A 2,550,938,946 1,530,563,368 1,020,375,578 - - -
Payable for expenses 1,021,759,104 12 Months N/A 1,021,759,104 613,055,462 408,703,642 - - -
Payable for others 223,102,179 12 Months N/A 223,102,179 133,861,307 89,240,872 - - -

16,372,758,144 31,046,045,393 4,853,881,083 3,286,009,248 6,233,846,524 3,294,453,831 13,377,854,707

Grameenphone
Notes to the Financial Statements

102/103
49 Market risk
Market risk is the risk that any change in market prices, such as foreign exchange rates and interest rates will affect the Company's income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.
Notes to the Financial Statements

49.1 Currency risk


The Company is exposed to currency risk on certain revenues and purchases such as roaming revenues and expenses, telecom equipment purchases, network related costs and
interest expense and repayments relating to borrowings incurred in foreign currencies. Majority of the Company's foreign currency transactions are denominated in USD and
relates to procurement of CAPEX items from abroad. The Company also has exposure in NOK relating to Business Service Costs and Consultancy Costs and Foreign Currency Loan.
The Company maintains a USD bank account where all receipts from International Roaming Services are deposited and all corresponding payments are made.

i) Exposure to currency risk

The Company's exposure to foreign currency risk was as follows based on notional amounts:

As at 31 December 2009 As at 31 December 2008


USD NOK GBP EUR JPY USD NOK SGD EUR JPY
Foreign currency denominated assets
Intercompany receivables 122,118,771 - - - - 65,878,508 - - - -
Accounts receivable 83,071,426 - 4,248,064 3,130,606 - 95,267,619 - - 6,023,059 -
Cash and bank balances 84,890,516 - - - - 222,838,625 - - - -
290,080,713 - 3,130,606 - 383,984,752 - - 6,023,059 -

Foreign currency denominated liabilities


Loans and borrowings 430,861,676 147,111,529 - - - 1,255,530,101 230,940,067 - - -
Intercompany payables 10,874,038 1,800,906,230 - 8,301,078 - - 1,168,671,280 - -
Trade and other payables for expenses 2,614,460,452 - 14,306,631 117,488,738 35,655,946 1,698,537,767 822,262,504 161,819 28,229,670 19,273,568
3,056,196,166 1,948,017,759 14,306,631 125,789,816 35,655,946 2,954,067,868 2,221,873,851 161,819 28,229,670 19,273,568

Net exposure 3,346,276,879 1,948,017,759 14,306,631 128,920,422 35,655,946 3,338,052,620 2,221,873,851 161,819 34,252,729 19,273,568

The following significant exchange rates are applied during the year:

Exchange rate as at
31 Dec 2009 31 Dec 2008
Taka Taka
US Dollar
Norwegian Kroner (NOK) 69.65 69.50
13.73 10.78
Notes to the Financial Statements

ii) Foreign exchange rate sensitivity analysis for foreign currency expenditures 2009
A change of 10 basis points in foreign currencies in 2009 would have increased/ (decreased) equity and profit or loss
by the amounts shown below. This analysis assumes that all other variables, in particular interest rates remain
constant.
Profit or loss Equity
10 bp increase 10 bp decrease 10 bp increase 10 bp decrease
31 December 2009 Taka Taka Taka Taka

Expenditures denominated in USD (10,158,259) 10,158,259 (10,158,259) 10,158,259


Expenditures denominated in EURO (443,336) 443,336 (443,336) 443,336
Expenditures denominated in JPY (6,655,351) 6,655,351 (6,655,351) 6,655,351
Expenditures denominated in NOK (9,173,395) 9,173,395 (9,173,395) 9,173,395
Exchange rate sensitivity (26,430,341) 26,430,341 (26,430,341) 26,430,341

49.2 Interest rate risk


Interest rate risk is the risk that arises due to changes in interest rates on borrowings. Most foreign loans of the
company are subject to floating rates of interests. Local syndicated loans are however not significantly affected by
fluctuations in interest rates. The Company has not entered into any type of derivative instrument in order to hedge
interest rate risk as at 31 December 2009.

Profile
At the end of the reporting year the interest rate profile of the Company's interest-bearing financial instruments was:

Carrying amount Carrying amount


as at 31 Dec 2009 as at 31 Dec 2008
(Taka) (Taka)
Fixed rate instruments
Financial assets 19,298,379,249 11,167,154,556
Financial liabilities 5,117,880,208 6,361,605,436

Floating rate instruments


Financial assets - -
Financial liabilities 1,856,792,828 7,376,062,035

50. Cash flow sensitivity analysis for variable rate instruments 2009
A change of 10 basis points in interest rates for loans and borrowings in 2009 would have increased/ (decreased)
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
foreign exchange rates remain constant.
Profit or loss Equity
10 bp increase 10 bp decrease 10 bp increase 10 bp decrease
Taka Taka Taka Taka
31 December 2009
Foreign currency denominated loans 1,145,653 (1,145,653) 1,145,653 (1,145,653)
Local syndicated loans 1,627,448 (1,627,448) 1,627,448 (1,627,448)
Cash flow sensitivity (net) 2,773,101 (2,773,101) 2,773,101 (2,773,101)

Cash flow sensitivity analysis for variable rate instruments 2008


A change of 10 basis points in interest rates for loans and borrowings in 2008 would have increased/ (decreased)
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
foreign exchange rates remain constant.
Grameenphone

104/105
Notes to the Financial Statements

Profit or loss Equity


10 bp increase 10 bp decrease 10 bp increase 10 bp decrease
31 December 2008 Taka Taka Taka Taka

Foreign currency denominated loans 2,004,374 (2,004,374) 2,004,374 (2,004,374)


Local syndicated loans 2,008,170 (2,008,170) 2,008,170 (2,008,170)
Cash flow sensitivity (net) 4,012,544 (4,012,544) 4,012,544 (4,012,544)

2009 2008
Carrying amount Fair value Carrying amount Fair value
Taka Taka Taka Taka
Financial instruments-Fair value
Assets carried at fair value - - - -
Assets carried at amortised cost
Accounts receivable, net 4,697,066,162 4,697,066,162 4,146,483,267 4,146,483,267
Long-term receivables and deposits 11,635,675 11,635,675 12,658,694 12,658,694
Cash and cash equivalents 14,601,313,087 14,601,313,087 7,020,671,289 7,020,671,289
Liabilities carried at fair value - - - -
Liabilities carried at amortised costs
Loans and borrowings 1,954,867,198 1,954,867,198 3,313,616,944 3,313,616,944
Finance lease obligation 5,019,805,838 5,019,805,838 6,207,645,382 6,207,645,382
Accounts payable 4,692,964,457 N/A* 4,098,581,741 N/A*
Liabilities for share money refund 88,517,671 N/A* - -
Advance against PPO - - 4,136,642,172 N/A*

Interest rates used for determining fair value

The interest rates used to discount estimated cash flows, when applicable were as follows:

2009 2008

Loans and borrowings 7.8%-16% 7.8%-16%


Finance lease obligation 15.00% 15.00%

* Determination of fair value is not required as per the requirements of IFRS 7 Financial Instruments: Disclosures (ref: Para 29).
However, fair value of such instruments is not however likely to be significantly different from the carrying amounts of such
instruments.

51 Capital Management
Capital management refers to implementing policies and measures to maintain sufficient capital, assessing
Company's internal capital adequacy to ensure Company's operation as a going concern. Board of directors are
charged with the ultimate responsibility for maintaining a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. All major investment and operational
decisions with exposure to certain amount is evaluated and approved by the board. The Board of Directors also
monitors the return on capital, which the Company defines as result from operating activities divided by total
shareholders’ equity. The Board of Directors also monitors the level of dividends to ordinary shareholders.
Notes to the Financial Statements

52 Related party transactions


Name of related parties Nature Nature of transactions 2009 2008
Taka Taka

Telenor Mobile Communications AS Shareholder Dividend payment for previous year 979,430,020 934,225,557
Nye Telenor Mobile Communications II AS Shareholder -do- 280 267
Nye Telenor Mobile Communications III AS Shareholder -do- 280 267
Telenor Asia Pte. Ltd. Shareholder -do- 280 267
Grameen Telecom Shareholder Revenue 1,272,082,901 1,183,020,136
Revenue received 1,384,027,938 605,480,077
Commission expense 109,466,803 90,631,360
Dividend payment for previous year 600,296,320 572,590,336
Grameen Kalyan Shareholder Dividend payment for previous year 28 27
Grameen Shakti Shareholder Dividend payment for previous year 28 27
Telenor ASA Group entity Sharing of Microsoft license fee 113,814,025 144,698,303
Consultancy service fee 485,920,827 344,429,369
Telenor Consult AS Group entity Consultancy and professional service fee 440,128,305 422,526,851
Telenor Asia Pte. Ltd. Consultancy service fee - 36,839,032
Telenor Key Partner AS. Consultancy service fee 1,023,312 -
Telenor Bedrift Service fee 12,979,514 -
Digi Telecommunication Group entity Roaming revenue 1,231,645 1,080,011
Roaming expenses 2,108,688 1,665,849
Kyivstar GSM - Ukraine Group entity Roaming revenue 194,152 74,486
Roaming expenses 28,201 56,768
Telenor d.o.o (YUGMT) Group entity Roaming revenue 42,370 51,570
Roaming expenses 14,103 8,322
Pannon - GSM Group entity Roaming revenue 108,391 77,163
Roaming expenses 293,892 154,359
Sonofone Group entity Roaming revenue 798,048 1,230,992
Roaming expenses 781,145 476,208
Telenor Mobil AS Group entity Roaming revenue 2,290,439 3,555,610
Roaming expenses 899,641 682,197
Telenor Pakistan Group entity Roaming revenue 326,588 126,878
Roaming expenses 280,188 554,647
TAC(Total Access Communication) Group entity Roaming revenue 1,375,583 2,610,916
Roaming expenses 9,225,352 9,743,626
Telenor Sverige (Europolitan AB) Group entity Roaming revenue 626,342 969,500
Roaming expenses 467,582 576,067
ProMonte GSM, Serbia and Montenegro YUGPM Group entity Roaming revenue 29,828 16,714
Roaming expenses 10,914 116,641
Sonofon DNKT2 Group entity Roaming revenue 1,390 -

52.1 Receivables/(payables) with related parties


Grameen Telecom Shareholder Accounts receivable 7,053,800 118,998,837
Accounts payable 8,802,872 65,420,997
Telenor ASA Group entity Accounts payable 1,032,526,483 793,790,123
Accounts Receivable 2,200,470 3,048,714
Telenor Consult AS Group entity Accounts payable 752,281,449 374,881,157
Accounts Receivable 113,000,502 62,195,912
Telenor Asia Pte. Ltd. Shareholder Accounts payable 6,893,690 31,727,426
Accounts Receivable - 633,882
Telenor International Center Accounts Receivable 5,482,914 -
Telenor Key Partner AS. Accounts payable 881,330 -
Grameenphone

106/107
Notes to the Financial Statements

Name of related parties Nature Nature of transactions 2009 2008


Taka Taka

Telenor Bedrift Accounts payable 11,681,679 -


Digi Telecommunication Group entity Accounts payable 446,891 834,778
Accounts receivable 217,421 281,954
Kyivstar GSM - Ukraine Group entity Accounts payable - 9,510
Accounts receivable 38,702 23,938
Telenor d.o.o (YUGMT) Group entity Accounts payable - 9,263
Accounts receivable 12,859 43,029
Pannon - GSM Group entity Accounts payable 58,082 48,580
Accounts receivable 8,537 46,625
Sonofone Group entity Accounts payable 231,495 216,730
Accounts receivable 118,319 197,767
Telenor Mobil AS Group entity Accounts payable 104,316 464,736
Accounts receivable 473,027 1,322,895
Telenor Pakistan Group entity Accounts payable 41,317 326,921
Accounts receivable 272,340 171,480
TAC(Total Access Communication) Group entity Accounts payable 1,885,517 3,302,916
Accounts receivable 155,863 1,944,090
Telenor Sverige (Europolitan AB) Group entity Accounts payable 62,697 72,485
Accounts receivable 135,754 647,683
ProMonte GSM, Serbia and Montenegro YUGPM Group entity Accounts payable - 31,092
Accounts receivable 2,063 12,529

52.2 Key management personnel compensation comprises:


2009 2008
Taka Taka

Short-term employee benefits (salary and other allowances) 1,355,738,804.00 922,250,259


Post employment benefits (provident fund, gratuity etc.) 68,138,604 58,957,031
Termination benefits 30,139,977 -
Other long-term benefits - -
Share based payments 6,173,578 8,048,736
1,460,190,963 989,256,026

Key management personnel includes employees of the rank of Deputy General Manager and above.

53 Expenses/expenditure and revenue in foreign currency


CIF value of imports:
SIM and scratch card 156,392,060 183,058,899
Telecommunication equipments 7,073,204,082 11,274,252,547
Expenditure in foreign currency during the year:
Consultancy fee 613,392,162 500,042,256
Consultancy fee - expatriate 387,714,112 358,374,808
Other fee (travel and training) 87,036,972 51,105,794
Technical know how 498,603,368 973,063,285
International roaming cost 192,142,950 199,182,350
Foreign earnings:
Revenue from roaming partners 169,208,003 170,722,456
Notes to the Financial Statements

54 Capital commitments
Capital commitments represent the orders placed for purchase of network equipments and other services. Major
vendors were Huawei and Ericsson.
2009 2008
Taka Taka

Capital commitments 3,214,712,265 8,353,367,274

54.1 Contingent liabilities arising from letters of credit


Outstanding letters of credit 639,445,111 2,367,926,759

55 Contingent liabilities

55.1 Bank guarantee provided against various parties


As at 31 December 2009, GP has outstanding bank guarantee amounting to Tk 215,130,547 on account of import of
SIM, Scratch card, capital machinery and some other operational issues like utility connection and contract with
PGCB for lease of optical fiber network.

55.2 Contingent liabilities for lawsuits


There are few litigations against Grameenphone Ltd. Management, in consultation with lawyers, has reviewed the
merits of those lawsuits to assess the potential impact those may have on the financial position and financial
performance of Grameenphone Ltd. Based on such assessment, management is of the opinion that the likelihood of
losing those lawsuits is remote and therefore no provision has been taken in the accounts.

56 Other disclosures

56.1 Number of regular employees receiving remuneration of Tk. 36,000 or above per annum was 4,226 as at 31
December 2009 and was 3,687 as at 31 December 2008.

56.2 Comparative figures have been rearranged wherever considered necessary to conform to the current year’s
presentation.

56.3 Events after the balance sheet date


(a) Formation of subsidiary
The Board of directors of the company at its 99th meeting held on 20 January 2010 decided to form a new wholly
owned subsidiary named 'Grameenphone IT Ltd.'. The objective of this company is to provide IT related services to
Grameenphone and other external parties. This new subsidiary was incorporated on 28 January 2010.

(b) Infrastructure sharing agreement


Grameenphone is in the process of signing telecom infrastructure sharing agreements with other telecom operators
and internet service providers. In 2010, Grameenphone Ltd has signed agreements with Orascom Telecom
Bangladesh Limited (Banglalink) and Axiata (Bangladesh) Limited (AKTEL) to share telecom infrastructures. This
initiative will mutually benefit both operators in terms of providing faster and cost effective services to subscribers.

(c) Proposed dividend


Subsequent to the balance sheet date, the Board of directors recommended a dividend of Tk 6.00 per share
amounting to Tk 8,101,800,132 at the meeting held on 19 March 2010, which is subject to shareholders' approval at
the forthcoming annual general meeting.
Grameenphone

108/109
An enabled dreamer
Having a disability is perceived as lacking the power, strength, the physical or mental ability to lead a full,
normal life. However, ask Ms. Farzana Taleb and she would disagree – even though she lives everyday of her
life with a disability of her own. Visually impaired, Ms. Farzana has never let her condition stop her from
anything. She accepts her disability as a challenge, but not an excuse that would keep her from leading a
normal life.

We consider those who are physically challenged to have been deprived, by some cruel twist of fate, of a basic
right to life. We sympathize with them. However, we quickly write-off a disabled person as being incapable. Put
in those shoes we probably start to believe that nothing’s possible and give up on our dreams.

Through the implementation of various tools, such as using non-graphical based software for those who are
visually impaired, Grameenphone mother company Telenor has not only facilitated employment
opportunities for the physically challenged over in Norway but also back here in Bangladesh.
Grameenphone’s implementation of the same pro-handicapped software in the office has given Ms. Farzana
a chance to fulfill her dream of a life among “equals”.

Ms. Farzana Taleb


GP Employee

Grameenphone
110/111
She had always dreamt of
working for a Corporation
where she would compete,
not as a physically
challenged person but an
equal. Now, working as a
Customer Manager in
Grameenphone, she thanks
her stars everyday being in
a company that has
enabled the dreams of the
physically challenged.

Grameenphone
112/113
Useful Information For
Shareholders
1. General
Authorized Capital : BDT 40,000,000,000
Issued and Fully Paid-up Capital : BDT 13,503,000,220
Class of Shares : Ordinary Shares of BDT 10.00 each
Voting Rights : One vote per Ordinary Share

2. Stock Exchange Listing


The Ordinary Shares of the Company are listed in the Dhaka and Chittagong Stock Exchange Limited. Company
trading code [GP].

3. Distribution Schedule of the Shares as on December 31, 2009

Range of Shareholdings Number of Shareholders Total Number of Shares Percentage


001 to 500 179,001 36,663,152 2.72%
501 to 5,000 9,793 14,611,180 1.08%
5,001 to 10,000 828 5,993,944 0.44%
10,001 to 20,000 418 5,824,433 0.43%
20,001 to 30,000 104 2,544,649 0.19%
30,001 to 40,000 57 1,991,885 0.15%
40,001 to 50,000 33 1,497,906 0.11%
50,001 to 100,000 85 6,125,896 0.45%
100,001 to 1,000,000 66 20,304,723 1.51%
1,000,001 to 1,000,000,000 14 1,254,742,254 92.92%
Total 190,399 1,350,300,022 100.00%

4. Dividend

For the Year Dividend Rate Dividend Per Par Value Dividend Type
Share (BDT) Per Share (BDT)
2009 60% (Proposed) 6.00 10.00 Cash
2008 13% 0.13 1.00 Cash
In 2008* 400% - - Bonus Share
2007 62% 26.66 43.00 Cash
2006 60% 25.80 43.00 Cash
2005 50% 21.50 43.00 Cash
* In 2008, we capitalized a portion of our retained earnings through the issuance of bonus shares. The issuance was approved by our shareholders at
the Extra-Ordinary General Meeting of shareholders on July 15, 2009 and subsequently by the Securities and Exchange Commission.
5. Market Value Per Share as on December 31, 2009

Highest Price (BDT) Lowest Price (BDT)


DSE 190.00 187.00
CSE 189.80 186.20

6. Subsidiary Company

Name of the Company Holding Activity


Grameenphone IT Ltd. 100% IT Company
(The Grameenphone IT Ltd. was incorporated on January 28, 2010)

7. Credit Rating
The Company’s credit rating was reaffirmed by Credit Rating Agency of Bangladesh Ltd. (CRAB) on July 16, 2009.

Long Term Short Term


AAA ST-1

8. Company Website
Anyone can get information regarding Company’s activities, products & services or can view Annual Report 2009 at
www.grameenphone.com.

9. Investor Relations
Institutional investors, security analysts and other members of the professional financial community requiring
additional financial information can visit the Investor Relations section of the www.grameenphone.com website.

10. Shareholder Services


If you have any queries relating to your shareholding, please contact at 01711555888 or mail to our Share Office at
shareoffice@grameenphone.com.

Disclaimer
This report contains statements regarding the future in connection with Grameenphone’s growth initiatives, profit
levels, outlook, strategies and objectives. All statements regarding the future are subject to inherent risks and
uncertainties, and many factors may lead to actual profits and developments deviating substantially from what has
been expressed or implied in such statements.
Grameenphone

114/115
Notice of the
13th Annual
General Meeting
Grameenphone Ltd.
Registered Office: Celebration Point
Plot # 3 & 5, Road # 113/A, Gulshan-2, Dhaka-1212

Notice of the 13th Annual General Meeting


Notice is hereby given that the 13th Annual General Meeting of Grameenphone Ltd. will be held on Tuesday, June 08, 2010
at 11:00 am at Bangabandhu International Conference Centre (BICC), Agargaon, Sher-E-Bangla Nagar, Dhaka-1207 to
transact the following business:

AGENDA
1. Consideration and adoption of the Directors’ Report and the Audited Financial Statements of the Company for the
year ended December 31, 2009 together with the Auditors’ Report thereon.
2. Declaration of Dividend for the year ended December 31, 2009 as recommended by the Board of Directors.
3. Election/Re-election of Directors.
4. Appointment of Auditors and fixation of their remuneration.

By order of the Board of Directors

Sd/-

May 13, 2010 Company Secretary

Notes:
 Members whose names appear on the Members/Depository Register as on “Record Date” i.e. April 08, 2010 shall be eligible to attend the Annual
General Meeting (AGM) and receive dividend.

 A Member entitled to attend and vote at the AGM may appoint a Proxy to attend and vote in his/her stead.

 The “Proxy Form”, duly filled and stamped at Tk. 8 must be deposited at the Company’s Registered Office not later than 72 hours before
commencement of the AGM.

 A Corporate Member of the Company may authorize, by resolution of its Board of Directors, such person as it thinks fit, to act as its representative
at the AGM. Such resolution should be provided at the Company’s Registered Office not later than 72 hours before commencement of the AGM.

 Members/Proxies should bring dully filled “Attendance Slip” sent with the Annual Report to attend the AGM.

 Members/Proxies are requested to record their entry in the AGM well in time on June 08, 2010. No entry will be recorded after 11:00 am.

 In case of not receiving of Annual Report of the Company sent through courier, Members may collect the same from the Company’s Registered
Office within June 07, 2010. No additional Annual Report will be distributed at AGM venue.

 Members are requested to submit to the Company’s Registered Office on or before June 01, 2010, their written option to receive dividend in the
form enclosed with the Annual Report. If the Members fail to submit such option within the stipulated time, the dividend will be paid off as deemed
appropriate by the Company.

 Members are requested to update the particulars of their Bank Account and any change of address with their respective Depository Participant (DP).

 Grameenphone is concerned about the environment and utilizes natural resources in a sustainable way. We request you to update your email
address and contact number (mobile/fixed phone) with your Depository Participant (DP) for quicker and easier communication. Your cooperation
will help conserve paper and minimize the impact on the environment.

Members may please note that no gift/gift coupon/food box shall be distributed
at the Annual General Meeting.
Grameenphone

116/117
Proxy Form
Attendance Slip &
Option for Receiving Dividend
Grameenphone Ltd.
Registered Office: Celebration Point, Plot # 3 & 5, Road # 113/A, Gulshan-2, Dhaka-1212

Proxy Form

I/We .............................................................................................. of .................................................................. .

.............................................................................................. being Member of Grameenphone Ltd. do hereby appoint

Mr/Ms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
as my/our PROXY to attend and vote on my/our behalf at the 13th Annual General Meeting of the Company to be held on
Tuesday, June 08, 2010 at 11:00 am at Bangabandhu International Conference Center (BICC), Agargaon, Sher-e-Bangla
Nagar, Dhaka and at any adjournment thereof.

Signed this . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2010.

Signature of the Member(s) Signature of the PROXY

Number of Shares held . . . . . . . . . . . . . . . . . . . . . . . . . . .


Revenue
Stamp
BO ID No.
Tk. 8.00
Notes:
 The Proxy Form, duly filled and stamped, must be deposited at the Company’s Registered Office not later than 72 hours before the commencement of AGM.
 Signature of the Member(s) must be in accordance with the Specimen Signature recorded with the Company.

Grameenphone Ltd.
Registered Office: Celebration Point, Plot # 3 & 5, Road # 113/A, Gulshan-2, Dhaka-1212

Attendance Slip

I/We do hereby record my/our attendance at the 13th Annual General Meeting of the Company being held on Tuesday, June
08, 2010 at 11:00 am at Bangabandhu International Conference Center (BICC), Agargaon, Sher-e-Bangla Nagar, Dhaka.

Name of the Member/Proxy


(in Block Letter)
BO ID No.
Mobile Number
E-mail address (if any)

Signature Verified by

Signature of the Member/Proxy Authorised Signatory of the Company

Notes:
 Please present this attendance slip at the registration counter on or before 11:00 am on the AGM date.
Grameenphone Ltd.
Registered Office: Celebration Point, Plot # 3 & 5, Road # 113/A, Gulshan-2, Dhaka-1212

Option for Receiving Dividend

I/We .............................................................................................. of ...................................................................

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being Member of Grameenphone Ltd. do hereby


exercise my/our option to receive dividend in the following manner:

Please (√) in the applicable box

In the form of Dividend Warrant

Through transfer to my/our Bank Account recorded with the Company

Required information of the Member(s):

BO ID Number

Mobile Number
E-mail (if any)

Signature Verified by

Signature of the Member(s) Authorised Signatory of the Company

Notes:
 The form duly completed must be deposited at the Company’s Registered Office on or before June 01, 2010.
 Signature of the Member(s) must be in accordance with the Specimen Signature recorded with the Company.
 Number of Shares, Bank Account details and Address shall be considered final as provided by CDBL on Record Date i.e. April 08, 2010.
 Applicable service charge, if any, shall be borne by the Member(s) in case of payment of dividend through transfer to the Member(s) Bank
Account as per SEC notification.

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