Samba Bank : Notice of Twenty-First Annual General Meeting - Prior to Publication

NOTICE OF THE 21ST (TWENTY-FIRST) ANNUAL GENERAL MEETING

Notice is hereby given that the 21st (Twenty-First) Annual General Meeting of Samba Bank Limited (the "Bank") will be held on Thursday, March 28, 2024, at 12:00 noon ("PST") in Serena Hotel, Islamabad - Pakistan to transact the following business:

Ordinary Business

1. To confirm the minutes of the 20th Annual General Meeting held on Wednesday, March 29, 2023.
2. To receive, consider and adopt the Annual Audited Accounts of the Bank for the year ended December 31, 2023, together with the Reports of the Directors and Auditors thereon.
3. To appoint Auditors and to fix their remuneration for the term ending at the conclusion of the next Annual General Meeting. The retiring Auditors, M/s KPMG & Taseer Hadi & Co., Chartered Accountants, being eligible, have offered themselves for reappointment.

Special Business

4. To consider and approve the circulation of the Annual Audited Financial Statements (including balance sheet, profit and loss account, Auditor's report and Directors' report and other reports contained therein) to the Members of the Bank through QR enabled code and weblink, as allowed by the Securities and Exchange Commission of Pakistan under S.R.O. 389(I)/2023 dated 21 March 2023.

A statement of Material Facts under section 134(3) of the Companies Act, 2017 pertaining to the special business to be considered at the AGM is annexed.

Any Other Business

To consider any other business with the permission of the Chair.

By the Order of the Board

March 7, 2024

Zia-ul-Husnain Shamsi

Karachi

Company Secretary

NOTES:

b.

Form

of

proxy,

to

be

valid

must

be

properly

or Broker / CDC Investor Account Services where their

1. Share Transfer Books of the Bank will remain closed from

filled-in/executed and received at the registered office

shares are digitally held.

of the Company not later than 48 hours before the

21-03-2024 to 28-03-2024 (both days inclusive). Transfer

J. CONVERSION

OF

PHYSICAL SHARES

INTO BOOK

time of the meeting excluding holidays.

received in order at the Bank's Registrar, M/s. FAMCO

ENTRY FORM:

Share Registration Services (Pvt.) Limited, 8-F, Near Hotel

c.

The

proxy form

shall

be

witnessed by two persons

Section 72 of the Companies Act, 2017 (Act) requires every

Faran, Nursery,

Block-6,

P.E.C.H.S,

Shahrah-e-Faisal,

whose names, addresses and CNIC numbers shall be

existing

company

to

replace

its

physical

shares with

Karachi, up to the close of business on 20-03-2024 will be

mentioned on the form.

book-entry form in a manner as may be specified and from

considered in time and to be entitled to attend and vote.

d.

Copies of CNIC or the valid passport of the beneficial

the date notified by the Commission, within a period not

2. Copies of the minutes of the 20th

Annual General Meeting

owners and the proxy shall be furnished along with the

exceeding four years from the commencement of the Act

dated March 29, 2023, are available for inspection by

proxy form.

i.e. May 30, 2017. The period of four years is extendable by

Members as required under section 152 of the Companies

e. The proxy shall produce his original CNIC or original

another two years. In this regard, SECP vide its letter dated

Act, 2017. Members who will join the meeting through a

March 26, 2021 has advised companies to comply with

valid passport at the time of the Meeting.

video link and are desirous of inspecting the minutes of the

Section 72 of the Act and encourage shareholders to

20th AGM meeting may send his/her request via email at

f.

In case of a corporate entity, the Board of Directors'

convert their shares in book entry form.

[e-mail].

resolution /

Power of Attorney

with

the

specimen

In light

of

above,

the shareholders having

physical

signature appointing a proxy shall be submitted.

A. UPDATION OF SHAREHOLDER ADDRESSES & OTHER

shareholding are requested to open CDC sub-account with

PARTICULARS:

E. CIRCULATION OF ANNUAL AUDITED ACCOUNTS VIA

any of the brokers or Investor Account directly with CDC

Members holding shares in physical form are requested to

EMAIL/CD:

and convert their physical shares into scripless form at the

earliest, which will facilitate them in many ways, including

promptly notify Share Registrar of the Company of any

Pursuant

to

the

directions given by

the

Securities

and

safe custody and sale of shares at any time, they want.

change in their addresses or any other particulars.

Exchange Commission of Pakistan ("SECP") through its

Shareholders maintaining their shares in electronic form

SRO 787(1)/2014, dated September 8, 2014, and SRO

K. REGISTRATION IN CCDR WEB PORTAL OF CDC:

should have their address updated with their participant or

470(1)/2016

dated

May

31,

2016,

have

allowed

the

Central

Depository

Company

(CDC)

has

developed

a

CDC Investor Accounts Service. Further, to comply with

companies to circulate its Annual Audited Accounts along

Centralized

Cash

Dividend

Registrar

("CCDR"),

on

its

requirements of section 119 of the Companies Act, 2017 and

with requisite reports to its members through CD / DVD /

e-Service's web portal, which contains details pertaining to

Regulation 19 of the Companies (General Provisions and

USB / or any other Electronic Media at their registered

cash dividends paid, unpaid or withheld by listed companies.

Forms)

Regulations,

2018,

all

CDC

and

non-CDC

Addresses. The Bank has accordingly dispatched its annual

CCDR maintains

recent history of

dividends

paid

to

shareholders are requested to have their email address and

report to shareholders on CDs.

shareholders

by listed

companies

and access

to such

cell phone numbers incorporated / updated in their physical

Shareholders who wish to receive the hardcopy of Financial

information

is

provided

to

the respective

shareholders

folio or CDC account.

Statements shall have to fill out the standard request form

including details of Income Tax / Zakat deduction etc. (if

B. REQUIREMENTS

FOR

ATTENDING

THE

ANNUAL

(also

available

on

the

company's

website

any) and the net amount credited into their accounts.

GENERAL MEETING:

www.samba.com.pk) and send it to the Company address.

Shareholders of the Bank are requested to registrar

(i) In the case of individuals, the account holder or

F. PLACEMENT OF FINANCIAL ACCOUNTS IN WEBSITE:

themselves

on

CDC's

e-services

Portal

sub-account

holder

whose

registration

details are

The audited financial statements of the Bank for the year

https://eservices.cdcaccess.com.pk

to

access

the above

uploaded as per the Central Depository Company of

facility.

ended December 31, 2023 have been made available on the

Pakistan

Limited

("CDC")

Regulations,

shall

L. UNCLAIMED DIVIDEND / SHARES U/S 244 OF THE

Bank's website www.samba.com.pk.

authenticate

his/her identity

by

showing

his/her

COMPANIES ACT, 2017:

original Computerized National Identity Card (CNIC)

G. SUBMISSION OF CNIC (MANDATORY):

An updated list of unclaimed dividends/shares of the Bank ,

or original passport at the time of attending the

(i) Shareholders who have not yet submitted a copy of

Annual General Meeting.

which have remained unclaimed or unpaid for a period of

(ii) In case of a corporate entity, the Board of Directors'

their valid CNIC or valid Passport to the Bank, are

three years from the date these have become due and

once

again

reminded to

send

the same

latest

by

payable,

is

available

on

the

Bank's

website

resolution/power

of

attorney

with

specimen

March 20, 2024. The CNIC number/NTN details are

www.samba.com.pk/samba/overviews/notices.

signature of the nominee shall be produced at the

mandatory and are also required for checking the tax

time of the Annual General Meeting, unless it has

status as per the Active Taxpayers List (ATL) issued

Claims can be lodged by shareholders on Claim Form as is

been provided earlier, to the Bank, along with the

by the Federal Board of Revenue ("FBR") from time to

available on the Bank's website. Claim Forms must be

proxy form.

time.

submitted to the Bank's Share Registrar for receipt of

C. PARTICIPATION IN AGM THROUGH ELECTRONIC MEANS:

(ii)

Individual Shareholders (including all joint holders)

dividends/ shares.

M. PROXY FORM

The Bank will be providing the facility to all shareholders to

holding physical share certificates of the Bank are

therefore requested to submit a copy of their valid

participate in

Annual

General Meeting via

video

link.

Proxy form is enclosed and also available on the Bank's

CNIC to the Bank or its Share Registrar if not already

Shareholders

are

encouraged

to attend

the

AGM

website, www.samba.com.pk

provided. The shareholders, while sending CNIC must

proceeding through the video link facility.

quote their respective folio numbers.

STATEMENT OF THE MATERIAL FACTS UNDER SECTION

The entitled shareholders whose names appear in the Books

(iii) In cases of non-receipt of the copy of a valid CNIC, the

134(3) OF THE COMPANIES ACT, 2017

of the Bank by the close of business on March 20, 2024, and

This statement sets out the material facts concerning the

Bank will be constrained under Section 243 (3) of the

who are interested to attend the AGM via video link are

Companies Act, 2017 ("Companies Act") to withhold

Special Business to be transacted at the Annual General

hereby requested to register themselves with the Company

the dividend of such shareholders.

Meeting of the Bank to be held on Thursday March 28,

Secretary Office by providing the following information at

2024.

the earliest but not later than 48 hours before the time of

H. PROVISION OF IBAN FOR THE PAYMENT OF CASH

the AGM through Email [e-mail] with the

DIVIDEND ELECTRONICALLY (MANDATORY):

ITEM (4) OF THE AGENDA:

following particulars:

(i) In compliance with Section 242 of the Companies Act,

Circulation of Annual Audited Financial Statements

2017, it is mandatory for a public listed company to

through QR enabled code and weblink:

Name of

CNIC number

CDC Account No./

Cell Number

Email Address

pay

cash dividend

to

its

shareholders

through

The Securities and Exchange Commission of Pakistan under

Shareholder

Folio No.

electronic mode ONLY, directly into the bank account

S.R.O 389(I)/2023 dated 21 March 2023 has allowed listed

designated by the eligible shareholder.

companies to circulate the annual balance sheet and profit

(ii) Therefore, all shareholders, who have not provided

and loss account, auditor's report and directors' report, etc.

their bank details are once again, through this notice,

("annual audited financial statements") to its members

Bank will send the login details/password via email

requested to update their accurate and complete 24

through QR enabled code and weblink. Considering

digits IBAN together with the bank's name, branch

technological advancements and old technology becoming

addresses of the members who are registered, after the

address, CNIC number and correct email address with

obsolete, the circulation of annual financial statements

necessary verification. On the AGM Day, shareholders will

respective Participants/Investors' Account Services

through CD/DVD/USB may be discontinued.

be able to log in and participate in the AGM proceedings

of CDC, for electronic form of shares, and in case of

The Company shall circulate the Annual Audited Financial

through their smartphones/laptops/tablets or computer

physical shareholding with our Shares Registrar, M/s.

devices from any convenient location. The login facility will

FAMCO Share Registration Services (Pvt.) Limited, at

Statements through email in case email address has been

be opened 30 minutes before the meeting time to enable

the address given above. This will enable payment of

provided by the Member to the Company. Further, the

the participants to join the meeting. Please note that only

past with-held dividend.

Company shall supply the hard copies of the Annual Audited

those shareholders who have already registered

Financial Statements to the Members, on demand, free of

themselves through the above process, will be able to

(iii)

Please

note

that as per

Section 243(3) of

the

cost upon receipt of the Standard Request Form, available

participate in the meeting.

Companies Act, 2017, listed companies are entitled to

on the website of the Company.

The members can also send their comments/suggestions

withhold payment of dividend if the necessary

Accordingly, it is proposed to pass the following resolution

information is not provided by shareholders.

related to the agenda of the Annual General Meeting (AGM)

(iv) E-Dividend Mandate Form is available on the Bank's

as an ordinary resolution:

through email at [e-mail] or WhatsApp at

RESOLVED THAT under and pursuant to S.R.O

[phone].

website for the convenience of shareholders.

389(I)/2023 dated 21 March 2023 issued by the Securities

D. REQUIREMENTS FOR APPOINTING PROXIES:

I. POSTAL BALLOT

and Exchange Commission of Pakistan, the circulation of

a. A member entitled to attend and vote at the Annual

Pursuant to the Companies (Postal Ballot) Regulations,

annual audited financial statements (including annual

balance sheet and profit and loss account, auditor's report

General Meeting may appoint another member as

2018, Members will be allowed to exercise their right to vote

and directors' report, and other reports contained therein)

his/her proxy to attend, speak and vote instead of

through postal ballot that is voting by post or electronic

to members through QR enabled code and weblink, be and

him/her, and a proxy so appointed shall have such

mode, in accordance with the requirements and procedure

is hereby approved.

rights, as respects attending, speaking and voting at

contained in the aforesaid regulations.

None of the Directors of the Bank have any direct or indirect

the meeting as are available to a member. A proxy

Shareholders

desirous of

voting

electronically

(e-voting)

must

be

a member

of

the

Bank,

provided that a

interest,

except

to

the

extent

of

their

respective

are requested to have their updated and active email and

corporation may appoint as its proxy a person who is

shareholding/directorship,

in

the

above

said

special

cell number incorporated in their physical folio with the

not a member but is duly authorised by the corporation

business.

Share Registrar of the Company and with their Participant

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