Askari Bank Annual Report

Lt. Gen. Javed Zia joined the Board of Directors on October 22, 2008. He is currently serving as Adjutant General (AG) of the Pakistan Army. He is a graduate of Command & Staff College Quetta and National Defense University, Islamabad. Also, he qualified as MSc (War Studies) from Quaid-e-Azam University, Islamabad and M. A. Political Science from the University of Balochistan. He was commissioned in Pakistan Army in April 1972 and had a distinguished career spanning over a period of more than 35 years. He has worked on various command, staff and instructional assignments in his illustrious career in the Pakistan Army.

He has commanded an Infantry Division besides being the Director General Pakistan Rangers (Sindh). He has also served as the Deputy Chief of the General Staff. Lt. Gen. (R) Imtiaz Hussain joined the Board of Directors on January 1, 2009. He is currently Managing Director of Army Welfare Trust. He is a graduate of Command & Staff College Quetta and National Defense University, Islamabad. Also, he qualified as MSc (War Studies) from Quaid-e-Azam University, Islamabad. He was commissioned in the Pakistan Army in 1971 and had a distinguished career spanning over a period of more than 37 years.

He has worked on various command, staff & instructional assignments in his illustrious career including Command of an Infantry Division and Corps. He has also served as Director General Doctrine and Evolution, Director General Weapons and Equipment, and Adjutant General of Pakistan Army before retiring in October 2008. Maj. Gen. (R) Saeed Ahmed Khan joined the Board of Directors on June 12, 2009. He is Executive Director Finance of Army Welfare Trust. He is a graduate from Punjab University & University of Balochistan. Also, he possesses a qualification of MSc (War Studies) from Quaid-e-Azam University, Islamabad.

He was commissioned in the Pakistan Army in December, 1971 and had a distinguished career spanning over a period of more than 35 years. He has worked on various command and staff assignments in his illustrious career in the Pakistan Army. page | 12 Annual Report | 2009 Mr. Zafar Alam Khan Sumbal Director Mr. Muhammad Riyazul Haque Director Mr. Shahid Mahmud Director Mr. Zafar Alam Khan Sumbal is one of the founder directors of the Bank. He is a post graduate in Economics and holds a vast experience in banking and finance spanning over 37 years both in Pakistan and abroad.

He has also worked as Company Secretary of the Bank till April 2005 before elevated to his current position of Director Corporate by the Board of Directors of the Bank. He also holds a position of Chief Executive Officer of one of the projects of Army Welfare Trust. He is on the Board of Directors of Askari Leasing Limited as well. Mr. Muhammad Riyazul Haque joined the Board of Directors of the Bank on September 1, 2008. He holds master’s degrees in Development Economics [Williams College, USA]; Economic and Social Sciences [University of Manchester]; and English [GCU, Lahore]. He joined the Government of Pakistan in 1966.

He has worked in all the provinces of Pakistan, and in districts, as Secretary to the Government of Baluchistan, as Joint Secretary in the President and the PM secretariat and in EAD, and as Additional Secretary [Banking and Foreign Exchange]. He has been a director on the boards of HBL, and of Pak-Kuwait and Saudi -Pak Investment companies. Mr. Haque worked as international professional staff for the Asian Development Bank in several countries. He was Team Leader for project development, processing, implementation, and monitoring and evaluation, of development projects, and of institutions including banks.

He led the production of policy documents and instruction manuals. He has led delegations of GOP with international financial institutions, and of the ADB with other countries. He has worked as a consultant with UNDP. Mr. Haque has attended a large number of conferences and other moots in Pakistan and abroad, has been a member of professional societies, actively associated with think tanks and social groups and has travelled abroad extensively. Mr. Shahid Mahmud joined the Board of Directors of the Bank on September 1, 2008.

He holds a Master Degree in Defense & Strategic Studies from National Defense University along with more than 25 years of professional experience in the field of IT & communications. He is presently working as Chairman & Chief Executive Officer of Interactive Communication (Pvt) Limited and Interactive Convergence (Pvt) Limited. He has been the founder director and shareholder of Paktel, Indus Vision, Pak Globalstar (Pvt) Limited, SHOA (Pvt) Limited, and Shaheen Pay TV (Pvt) Limited. Mr. Shahid is an Eisenhower fellow and its honorary life member.

He is also a member & founder member of various organizations. He has attended numerous training sessions and seminars for strategic management, marketing, market research and analysis, distribution and supply chain management, material management, change acceleration process, electric commerce, information technology, telecommunications, media and various other product systems in various countries including USA, UK, Hong Kong, Singapore, Canada & Pakistan. page | 13 Askari Bank Limited | Corporate Directors’ Profile Mr. Ali Noormahomed Rattansey Director Dr. Bashir Ahmad Khan Director

Mr. Tariq Iqbal Khan Director Mr. Ali Noormahomed Rattansey joined the Board of Directors on September 1, 2008. He has 38 years of working experience. He is a fellow member of the Institute of Chartered Accountants in England & Wales and has been associated with A. F. Ferguson & Co. Chartered Accountants, Pakistan for 31 years (including 23 years as a partner). He has extensive experience in audit, accounting, tax and financial and corporate consultancy, with significant exposure to Pakistan corporate sector including subsidiaries of multinational companies operating in Pakistan.

He is also a director of New Jubilee Insurance Company Limited and New Jubilee Life Insurance Company Limited, and chairman of Aga Khan Rural Support Programme. He has participated in numerous trainings, workshops & seminars related to Audit, Finance & Management. Dr. Bashir Ahmad Khan joined the Board of Directors on March 28, 2008. He has more than 20 years of academic and professional experience and is presently working as professor of finance and head of department of business studies at Forman Christian (FC) College.

He taught at the Suleman Dawood School of Business at Lahore University of Management Sciences (LUMS) for 18 years, where he was also associate dean of executive education. He has played a key role in the launch of both customer-specific and open enrolment executive education programs for various institutions & companies. His current responsibilities include strategic and financial planning, budgeting, human resource management, and business development. He has been a financial and management consultant for various commercial and non-commercial organizations.

He has also been on the Policy Board of the Securities & Exchange Commission of Pakistan and a member of the board of Askari Investment Management Limited, a subsidiary of Askari Bank. Mr. Tariq Iqbal Khan is on the Board of the Bank since October 2001. He is Chairman/Managing Director of National Investment Trust (NIT). He is a fellow member of the Institute of Chartered Accountants of Pakistan with over 40 years of experience in the corporate sector in the areas of finance & accounts, capital markets, company law, taxation etc.

He is a founder director of Islamabad Stock Exchange and has also been its president during 1995-1998. He has also served as member Tax Policy and Co-ordination in Federal Board of Revenue before joining the Securities & Exchange Commission of Pakistan as a commissioner and officiated as acting chairman in 2000. He is also working as member on the board of directors of various companies in Pakistan. He has also attended large number of conferences, seminars, and workshops in Pakistan and abroad. page | 14 Annual Report | 2009

Mr. Muhammad Rafiquddin Mehkari President & Chief Executive Mr. M. A. Ghazali Marghoob Company Secretary Mr. Saleem Anwar Chief Financial Officer Mr. M. R. Mehkari with 39 years of international and domestic banking experience and currently serving Askari Bank in the position of the President and Chief Executive. He is one of the pioneer members of Askari Bank. In 1971, he started his career with UBL and in December 1974, joined the erstwhile BCCI and served at National Bank of Oman, a subsidiary of BCCI, till 1992.

He carries extensive experience in all banking dimensions including operations, treasury, fund management and investment banking, in international and domestic banks. He joined State Bank of Pakistan on secondment and performed as Director, Exchange Policy Department from April 2000 to April 2004, where he took several major initiatives like liberalizing Foreign Exchange Regime etc. He was also a member of Corporate Management Team and Monetary & Exchange Rate Policy Committee at State Bank of Pakistan. Mr. Mehkari is also a member on the board of Khushali Bank and Askari Investment Management Limited, a subsidiary of Askari Bank.

He participated in various courses and seminars on foreign exchange exposure & treasury management, money market and other banking areas of operations in Pakistan and abroad. Mr. M. A. Ghazali Marghoob, Company Secretary of Askari Bank is a chartered accountant and holds membership of the Institute of Chartered Accountants of Pakistan, Institute of Corporate Secretaries of Pakistan, Institute of Public Finance Accountants and a diploma holder from the Institute of Bankers of Pakistan. He holds diversified experience spanning over 25 years in the field of finance & corporate affairs in banking and service industry.

He started his professional career with Marriot Hotel and later on worked in Saudi Pak Industrial & Agricultural Investment Company and SME Bank as chief financial officer and company secretary for over 16 years. He has attended various courses and seminars in Pakistan and abroad. Mr. Anwar joined the Bank in June 2008 and is working as Chief Financial Officer. He is a Fellow member of the Institute of Chartered Accountants of Pakistan and brings with him diversified work experience spanning over 24 years in the field of accounting, finance, planning, tax and corporate affairs, both in Pakistan and abroad.

He started his professional career with A. F. Ferguson & Co. Chartered Accountants (affiliates of PriceWaterHouse Coopers International) and later on, joined the erstwhile Al Faysal Investment Bank, the largest investment bank in Pakistan. He moved to commercial banking in 2002 and worked in various capacities with banks in Pakistan and abroad. His last major assignment was with Mashreq Bank (Badr Al Islami), Dubai, UAE, as head of special projects. Mr. Anwar also represents the interest of the Bank as a director on the board of Bank’s majority owned subsidiary, Askari Securities Limited.

He has participated in various training workshops, seminars and courses on banking, accounting and finance and management. page | 15 Askari Bank Limited | Corporate Notice of 18th Annual General Meeting Notice is hereby given that the 18th Annual General Meeting of the shareholders of Askari Bank Limited [the Bank] will be held on Tuesday, March 30, 2010 at 10:00 am at Blue Lagoon Complex Opposite outward gate of Pearl Continental Hotel, Rawalpindi to transact the following business: Ordinary Business: 1. 2. To confirm the minutes of the 5th Extra-Ordinary Annual General Meeting held on December 21, 2009.

To receive, consider and adopt the financial statements for the year ended December 31, 2009 together with the Directors’ and Auditors’ Reports thereon. To appoint the auditors of the Bank for the year ending December 31, 2010 and to fix their remuneration. To consider and if deemed fit, pass the following Resolutions with or without modification(s): i. a sum of Rs. 1,071,240 thousand out of the general reserve as at December 31, 2009 (including reserves subsequent to the merger of Askari Leasing Limited) be capitalized and be applied to the issue of 107,123,990 ordinary shares of Rs.

10 each allotted as fully paid bonus shares to the members whose names appear in the register of members as at the close of business on March 23, 2010 in the proportion of 20 shares for every hundred shares held that is 20%. The shareholders of Askari Leasing Limited who will become the shareholders of Askari Bank Limited after merging of Askari Leasing Limited with and into Askari Bank Limited in terms of Scheme of Amalgamation already approved by State bank of Pakistan would also be entitled for bonus shares mentioned at (i) above.

The bonus shares shall rank pari passu in all respects with the existing shares. The sale proceeds of fraction share entitled to members shall be donated to any recognized charitable institution, for which purpose the fractions shall be consolidated into whole shares and sold through stock market. Directors be and are hereby authorized and empowered to give effect to this resolution and to do or cause to be done all acts, deeds and things that may be necessary or required for the issue, allotment and distribution of Bonus Shares.

Statement Under Section 160(1) (b) of the Companies Ordinance, 1984 This statement sets out the material facts pertaining to the special business to be transacted at the 18th Annual General Meeting of the Bank scheduled for March 30, 2010. Item No. 4 of the notice – Issue of bonus shares The Directors are of the view that the reserves / profits are adequate for the capitalization of a sum of Rs. 1,071,240 thousand for issue of the proposed 20% bonus shares and in this regard compliance has been made under Rule 6 of Companies (Issue of Capital) Rules, 1996.

Auditors’ certificate in respect of adequacy of reserves has also been obtained. Notes A. General 1 The Share Transfer books of the Bank will remain closed from March 24 to March 30, 2010 (both days inclusive). Transfers received at M/s THK Associates (Pvt) Ltd. Ground Floor, State Life Building # 3, Dr. Ziauddin Ahmad Road, Karachi-75530, the Registrar and Share Transfer Office of the Bank at the close of the business on March 23, 2010 will be treated in time for purpose of the entitlement of bonus shares (B-14) to the transferees.

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him/ her. No person shall act as a proxy, who is not a member of the Bank except that Government of Pakistan / State Bank of Pakistan / corporate entity may appoint a person who is not a member. The instrument appointing a proxy should be signed by the member or his / her attorney duly authorized in writing. If the member is a corporate entity (other than Government of Pakistan and State Bank of Pakistan), its

common seal should be affixed on the instrument. The instrument appointing a proxy, together with power of attorney, if any, under which it is signed or a notarially certified copy thereof, should be deposited, with the Company Secretary, Askari Bank Limited, 1st Floor, AWT Plaza, The Mall, P. O. Box No. 1084, Rawalpindi, not less than 48 hours before the time of holding the meeting. If a member appoints more than one proxy, and more than one instrument of proxy are deposited by a member, all such instruments of proxy shall be rendered invalid.

The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form. Attested copies of the CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form. The proxy shall produce his / her original CNIC or original passport at the time of meeting. In case of Government of Pakistan / State Bank of Pakistan / corporate entity, the board of directors’ resolution / power of attorney with specimen signature shall be submitted along with proxy form to the Bank.