Confidential

MINUTES
The 69th Annual General Meeting of the shareholders of Allied Bank Limited (ABL) was held
on Thursday, March 26, 2015 at 11:00 a.m. at Hotel Pearl Continental, Lahore.

Mr. Mohammad Naeem Mukhtar, Chairman Board of Directors of Allied Bank Limited presided
over the meeting. Besides individual shareholders, the meeting was also attended by the
representatives of Statutory Auditors and Bank’s Shares Registrar. The following Directors and
Executives of the Bank were also present:

Mubashir A. Akhtar Director& Chairman ACOB

Muhammad Waseem Mukhtar Director
Pervaiz Iqbal Butt Director
Tariq Mahmood Chief Executive Officer
Tahir Hassan Qureshi Chief Financial Officer
Muhammad Raffat Company Secretary

The proceedings of the meeting were commenced with the recitation of verses from the Holy
Quran.

The meeting was attended by 129 members holding 966 million shares constituting 84.37% of
the paid up capital of the Bank in their own names or being proxies of other shareholders. The
Chairman observing that the attendance was more than the quorum required under Section 160
(2a) of the Companies Ordinance, 1984 and Clause 84 of the Bank’s Articles of Associations
declared the meeting in order and advised the Company Secretary to proceed.

Before initiating the agenda items, the Company Secretary informed the participants that a
presentation for information of the shareholders was being run in the hall, containing details of
various guidelines issued by the SECP and other suggestions to facilitate the shareholders
regarding:

 Providing copies of the valid CNICs to the Bank’s Share Registrar, if already not
provided (for shareholders having physical holding),
 To avail bank mandate facility,
 Conversion of physical shares into CDC; and
 Merger of more than one folio with same particulars.
 Consent for Electronic transmission of financial statements and notices
 Facilitation by the bank to Minority shareholders to contest election of Directors.

The Company Secretary stated that the print-outs of the presentation are also provided to the
participants on demand so that they could read the same at their convenience.

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(Corporate Affairs Group) Minutes of 69 AGM of Allied Bank Limited held on March 26, 2015 (Page 1 of 6)
Item No. 1: To confirm minutes of the 68th Annual General Meeting of Allied Bank
Limited held on March 27, 2014.

Discussions/
Decision:
The Secretary stated that the copies of the minutes of the 68th Annual General
Meeting held on March 27, 2014 had already been distributed among the
participants; hence, the same may be taken as read. The members agreed with the
proposal. The item was then placed for consideration of the members.

Mr. Malik Muhammad Sageer-ud-Din S/o Malik Muhammad Zaheer-ud-Din

(Folio # 12005/5427) a member of the Bank, proposed the following ordinary
resolution which was seconded by Muhammad Hussain S/o Haji Ahmed Din
(Folio # 6445-39703) another member of the Bank:

“Resolved that the minutes of the 68th Annual General Meeting of the
Shareholders of Allied Bank Limited held on March 27, 2014 be and
are hereby confirmed.”

The resolution was unanimously adopted by the members.

Item No. 2: To receive, consider and adopt the Annual Audited Accounts of the Bank
(consolidated and unconsolidated) for the year ended December 31, 2014
together with the Directors’ and Auditors’ Reports thereon.

Discussions/
Decision:
The Consolidated and Unconsolidated Audited Financial Statements of the Bank
for the year ended December 31, 2014 alongwith Auditors’ and Directors’
Reports were presented before the meeting for adoption.

The Secretary informed the shareholders that, since the Audited Financial
Statements for the year ended December 31, 2014 of the Bank together with the
Notes to the Financial Statements and the Auditors’ and Directors’ Reports
thereon had already been dispatched to all the shareholders, 21 days before the
meeting, therefore, they may be taken as read. The members agreed with the
proposal.

The Secretary then placed the matter for consideration of the members.

One of the members raised the query about the amount of Rs. 675.682 million
mentioned in note number 10.5 Write offs Against provisions, it should had been
written off over two to three years instead of in one year. CFO explained that this
amount was written off against the provisions given in the balance sheets but not
charged to profit and loss account. CFO while elaborating further brought the
attention of the learned member to the next line mentioned in the same note
number “Directly charged to profit and loss account” was NIL. CFO again read
out the note 10.6 for clarity in this regard to the satisfaction of the concerned
member.

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(Corporate Affairs Group) Minutes of 69 AGM of Allied Bank Limited held on March 26, 2015 (Page 2 of 6)
 One member enquired about the loans issued against different securities and non-
performing loans. The Chairman explained that the sanctioned loans of the Bank
were secured against proper collaterals including but not limited to pledge and
mortgage of properties; the Bank was also vigilantly monitoring underlying
securities to assist in maintaining the assets’ quality.

Upon responding to the query raised by one of the members regarding impact on
Bank’s profitability in 2015 in view of reduction in discount rates by SBP, CFO
explained that the Bank was constantly monitoring the interest rates aligning its
business strategies in line with the dynamic business environment with emphasis
on optimum earning asset mix to maintain a sustainable growth in profitability.
Moreover, CFO also stressed that the recent changes along with any further
reduction during 2015 by SBP would have an impact on the overall industry’s
bottom line and not ABL alone.

One of the members appreciated the Bank’s contributions made toward social
responsibility as mentioned in Corporate Sustainability Report (CSR) and
suggested that the Bank should contribute slightly higher value towards CSR in
future. The Chairman appreciated the suggestion of the member for the increase
and mentioned that the Bank remained fully cognizant of its CSR responsibilities
and would continue its role towards society at large.

Another member appreciated that the annual accounts contained the Glossary of
Financial & Banking Terms which helped in understanding the disclosures
provided in the financial statements while stressing that the disclosures should be
easily understandable. CFO responded by thanking the member for the
appreciation and explained that all the disclosures were made as per statutes
applicable on the Bank.

One of the members enquired that the particular of shares purchased by some of
the directors was not mentioned in the financial statements along with related
prices. The CFO responded that number of shares purchased by directors is
already disclosed in the Annual Report on page 246 as per requirement; however
information regarding purchase price was not required to be disclosed. He
elaborated that shares were purchased upon divestment of Government of
Pakistan shares in ABL through book building process; the whole procedure was
governed by a transparent process through stock exchanges with online access to
all interested parties. While responding to the point, Company Secretary also
explained that all required fillings with SECP, all three Stock Exchanges of the
country and SBP were made according to the prescribed formats in time.

After the above discussion the matter was placed before the members for
consideration.

Mr. Iftikhar Ahmed S/o Syed Mukhtar Ahmed (Folio # 03525-80782) a

shareholder of the Bank proposed the following ordinary resolution which was
seconded by Mr. Muhammad Ijaz Dar S/o Muhammad Ishaq Dar (Folio # 07260-
007008) another member of the Bank:

“Resolved that Annual Audited Financial Statements (consolidated and

unconsolidated) of Allied Bank Limited for the period ended December
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(Corporate Affairs Group) Minutes of 69 AGM of Allied Bank Limited held on March 26, 2015 (Page 3 of 6)
 31, 2014 together with Directors’ and Auditors’ Report thereon as
approved by the Board of Directors, be and are hereby considered,
received and adopted.”

The resolution was unanimously adopted by the members.

Item No. 3: To consider and approve Final Cash Dividend @ 20% (i.e. Rs. 2.00 per share)
as recommended by the Board of Directors in addition to 45% Interim Cash
Dividend i.e. Rs. 4.50 per share already paid for the year ended December 31,
2014.

Discussions/
Decision:
The Secretary then placed the agenda item # 3 before the shareholders i.e.
consideration and approval of final cash dividend @ 20% (i.e. Re. 2.00 per share)
as recommended by the Board of Directors, in addition to 45% Interim Cash
Dividend already paid for the year ended December 31, 2014.

One of the members raised the query that the Bank had not given bonus shares
for the year 2014. CFO informed the members that two new sections 236M and
236N had been inserted through Finance Act 2014 which provided for collection
of 5% tax on bonus shares on the basis of the day end price on the first day of
closure of books. Accordingly, the companies issuing bonus shares had been
burdened with the obligation to collect advance tax, before issuance of bonus
shares to their members. He further stated that in case any of the shareholders did
not deposit tax, shares having equivalent value of the due tax are required to be
transferred to CDC account in favour of the Federal Board of Revenue (FBR).
CFO further emphasized that law was discouraging issuance of bonus shares
across the board and Allied Bank Limited had already written a letter to the
Chairman FBR requesting for withdrawal of this levy.

The Company Secretary further explained that the Bank had a strong bonus share
payment history but remained bounded by this arbitrary law. The members
appreciated the performance of the Bank in the existing competitive environment
and approach of the Board for consistent payment of dividends to the members.

Muhammad Shahid S/o Muhammad Ayub (Folio # 0307-53409) a member of the

Bank proposed the following ordinary resolution which was seconded Mr.
Shaukat Ali S/o Ch. Imam Din (Folio # 100199) another member of the Bank:

“Resolved that in addition to 45% interim cash dividend already paid for
the financial year 2014 a sum of Rs. 2,290,147,660.00 out of the current
year’s profit is hereby allowed for payment of 20% final cash dividend
(i.e. Rs. 2.00 per share) for the year ended December 31, 2014 to the
shareholders of the Bank whose names appear in the Register of
Members as at the close of business on March 19, 2015, with payment of
final cash dividend, the total Cash payout for the year 2014 would be
increased to 65% i.e. Rs. 6.50 per share.”

The resolution was unanimously adopted by the members.

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(Corporate Affairs Group) Minutes of 69 AGM of Allied Bank Limited held on March 26, 2015 (Page 4 of 6)
Item No. 4: To appoint Statutory Auditors of the Bank for the year ending December 31,
2015 and fix their remuneration.
Discussions/
Decision:
The Company Secretary informed the members that the retiring auditors M/s
Ernst & Young, Ford Rhodes Sidat Hyder, Chartered Accountants, had
completed the maximum period of five (5) Years in accordance with the Clause
xxxvii of the Code of Corporate Governance; hence were not eligible for re-
appointment. The Board of Directors of the Bank on the suggestion of the Audit
Committee has recommended appointment of M/s KPMG Taseer Hadi & Co,
Chartered Accountants, as auditors of the Bank for the year ending December 31,
2015. The firm had consented to act as auditors and would hold the office till
conclusion of the next AGM to be held in 2016, against a total fee of Rs 11.300
million inclusive of out-of-pocket expenses of Rs. 0.750 million. In addition, the
auditors would also be paid Rs. 50,000/- for audit of Islamic Banking Operations
of the Bank.

On query raised from one of the members regarding credibility/standing of M/s

KPMG, the CFO stated that this firm was one of the internationally recognized
big four audit firms in Pakistan and was included in the Category “A” (top
category) of SBP’s panel.

After above deliberation the motion was presented before the members for
consideration.

Mr. Syed Javed Ali S/o Syed Muzzafar Ali (Folio # 072060-022544) a member
of the Bank proposed the following ordinary resolution which was seconded by
Mr. Ashfaq Ahmed S/o Mushtaq Saleem (Folio # 00312) another member of the
Bank:

“Resolved that in place of the existing Statutory Auditors of the Bank

M/s. Ernst & Young Ford Rhodes Sidat Hyder, Chartered Accountants
who are retiring at this meeting after completion of maximum
permissible period of 5 years under the clause xxxvii of the Code of
Corporate Governance appointment of M/s. KPMG Taseer Hadi & Co.
as Bank’s Statutory Auditors for the year ending December 31, 2015
against total fee of Rs. 11.3 million inclusive of out-of-pocket expenses
of Rs. 0.750 million as recommended by the Board of Directors of Allied
Bank Limited is be and hereby approved. The audit firm appointed will
hold office till conclusion of the next AGM to be held in 2016.”

The resolution was unanimously adopted by the members.

Item No. 5: To appoint and fix the remuneration of auditors for audit of Bank’s Bahrain
Branch for the year 2015.
Discussions/
Decision:
The Secretary then placed before the meeting agenda item regarding appointment
and fixation the remuneration of the auditors for Bank’s Bahrain Branch for the
year ending December 31, 2015. He informed the shareholders that the Board of

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(Corporate Affairs Group) Minutes of 69 AGM of Allied Bank Limited held on March 26, 2015 (Page 5 of 6)
 Directors on suggestion of the Audit Committee had recommended appointment
of M/s. KPMG, Bahrain for audit of the Bahrain Branch at a fee of Bahraini
Dinar (BD) 8,000/- for the year 2015, in place of retiring auditors M/s Ernst &
Young, Bahrain.

Mr. Amer Ikram S/o M. Ikram (Folio # 3525-79354) proposed the following
ordinary resolution regarding approval of appointment and fixation the
remuneration of the auditors for audit of Bank’s Bahrain Branch for the year
2015 which was seconded by Sheikh Abdul Qayyum S/o Ghulam Nabi (Folio #
13417-36828):

“Resolved that M/s. KPMG Bahrain being eligible and willing to act as
Auditors for the year 2015 be and are hereby appointed as Auditor of the
Bank’s Bahrain Branch in place of retiring auditors M/s Ernst & Young,
Bahrain, till the conclusion of the next Annual General Meeting at a fee of
Bahraini Dinars 8,000/-.”

The resolution was unanimously adopted by the members.

Item No. 6: To transact any other business with the permission of the Chair

There being no other business the meeting ended with a vote of thanks to the
Chair.

Sd/- Sd/-
Muhammad Raffat Mohammad Naeem Mukhtar
Company Secretary Chairman

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(Corporate Affairs Group) Minutes of 69 AGM of Allied Bank Limited held on March 26, 2015 (Page 6 of 6)