Bank of Khyber : Notice of Extraordinary General Meeting

Notice is hereby given that the Extra Ordinary General Meeting of the Shareholders of The Bank of Khyber will be held on Friday, May 31, 2024, at 11:00 a.m. at the Bank of Khyber Head Office BoK Tower, 24 - The Mall, Peshawar, to transact the following business:

Ordinary Business

1. To confirm the Minutes of the 33rd Annual General Meeting held on March 29,
   2024.
2. To Elect three Directors out of nine Directors as already fixed under Section 11 of the Bank of Khyber Act, 1991 (amended 2022) for a period of three years commencing from June 01, 2024. The names of the retiring Directors are as under:
3. 1. Mr. Asad Ali Shah
   2. Mr. Tahir Jawaid
   3. Mr. Muhammed Shahid Sadiq

Special Business

1. To consider and Approve Establishment of Exchange Company
2. Any other business with the permission of the Chair.

Statement of Material Facts under Section 134 (3) of the Companies Act, 2017 relating to said Special Business is given hereunder.

NOTES:

1. Share Transfer Books of the Bank will remain closed from Friday May 24, 2024 to Friday, May 31, 2024 (both days inclusive) . Transfer received at the Share
2. 
   Registrar of the Bank, by the close of business on May 23, 2024 will be treated in time.
3. For Appointing Proxies:
4. 1. All members are entitled to attend and vote at the meeting.
   2. A member entitled to attend and vote at the meeting, entitled to appoint another member as a proxy to attend, speak and vote for him/her. The proxy appointed should be a member of the Bank of Khyber.
   3. The instrument of proxy applicable for the meeting is being provided with the notice sent to the members. Further copies of the instrument of proxy, if required, may be obtained from the Registered Office of the Bank during normal office hours.
   4. The instrument of proxy and a Power of Attorney or other authority (if any) under which it is signed, or notarized copy of such Power of Attorney must be valid and deposited at the Registered Office of the Bank not less than 48 hours before the time of the meeting.
   5. Beneficial owners of the shares registered in the name of Central Depository Company of Pakistan (CDC) and/or their proxies are required to produce their original Computerized National Identity Card (CNIC) or passport for identification purpose at the time of attending the meeting. The form of the proxy must be submitted with the Bank within the stipulated time, duly witnessed by two persons whose names, addresses and CNIC numbers must be mentioned on the form, along with attested copies of the CNIC or the Passport of the beneficial owner and the proxy.
   6. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with the proxy form of the Bank.
   7. The proxy shall produce his / her original CNIC or passport for identification purposes at the time of attending the meeting.
   8. Members are requested to immediately communicate changes in their registered addresses, if any, to the Bank's Shares Registrar before start of the book closure period.
   9. Form of Proxy, if required, should be signed on Rs.10/- Revenue Stamp.
5. Video Conference Facility for Attending General Meetings
6. 
   The Extra Ordinary General Meeting is being conducted as per guidelines circulated by SECP following arrangements have also been made by the Bank to facilitate the maximum participation of the shareholders in the EOGM through video link facility, either in-person or through appointed proxies.
   If the Bank receives consent from members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference at least 07 days prior to the date of the meeting, the Bank will arrange video conference facility in that city subject to availability of such facility in that city. To avail this facility a written request to be submitted to the registered address of the Bank at least 07 days prior to holding of the Extra Ordinary General Meeting. Further, the shareholders interested to participate through video link are requested to please provide below information at Email: sara.shah@bok.com.pk at the earliest but not later than close of business on May 24, 2024.

BOK

1. Please note that video link and login credentials will be shared with only those members / designated proxies whose e-mail and other required information are received in required time as mentioned above.
2. Login facility will be opened thirty (30) minutes before the meeting time to enable the participants to join the meeting after the identification process. Shareholders will be able to login and participate in the meeting proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.

(iv) Postal Ballot/E-voting

In accordance with the Companies (Postal Ballot) Regulations, 2018, Section 143 and 144 of the Companies Act 2017, and under Postal Ballot Regulation, 2018 latest amendments circulated through SRO dated December 05, 2022, SECP has directed all listed companies for the purpose of Polling on Special Business / Election of Directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under Section 159 (1) of the Companies Act, 2017, shareholders will be allowed to exercise their right to vote through postal ballot i.e. by post or e-voting, in the manner and subject to the conditions contained in the aforesaid regulations. Detail will be circulated in due course.

(v)Unclaimed / Unpaid Dividends and Share Certificates

Shareholders are once again requested that who have not yet received / collected their previous dividends / physical shares to contact our Share Registrar for the needful.

(vi) Deposit / Conversion of Physical Shares into Book Entry Form

In accordance with Sub Section 2 of Section 72 of the Companies Act, 2017, Companies are required "to replace its physical shares with book entry form" in the manner specified by the Commission.

To enable compliance with the requirement, we request the shareholders to kindly convert shares held in Physical Form into Book Entry Form as soon as possible. The shareholders may contact a Broker, a PSX Member, CDC Participant or CDC Investor Account Service to obtain assistance for opening a CDS Account and subsequent induction of the physical shares into Book Entry Form.

For further information or clarification, please feel free to contact THK Associates (Pvt) Ltd. on Tel # 021-35310191-6 or email at sfc@thk.com.pk

(vii) Procedure for Election of Directors

1. Any person seeking to contest the election, whether retiring Director otherwise, must file with the Company Secretary his/her intension to offer himself/herself for election as a Director not later than 14 days before the date of the meeting. Such consent should include a declaration that they are aware of their duties and powers under the relevant law(s) and the Bank of Khyber Act 1991 (amended 2022)
2. No person shall be qualified to serve as a Director unless he is a holder in his own right of unencumbered shares of the Bank equal to the normal amount of hundred thousand rupees at the least.
3. Any member desirous to contest the election of Directors shall file the following with Company Secretary, Bank of Khyber 24 Mall Road , Peshawar, not later than 14 days before the day of the EOGM:
4. 1. Notice of his/her intention to offer him/herself for the election to the office of director in terms of Section 159(3) of the Companies Act, 2017 (the Act).
   2. Consent to act as director of the Bank along with consent on Form 28 prescribed under the Act.
   3. Detail profile along with office address as required under SECP's SRO 1196
      (I) 2019 dated October 3, 2019.
   4. Declaration under Regulation 3 of the Listed Companies (Code of Corporate Governance) Regulations, 2019 and Section 155 of the Act.
   5. Declaration that he/she is not ineligible to become a director of the Bank in terms of Section 153 and 177 of the Act. Neither he/she nor his/her spouse is engaged in the business of brokerage or is a sponsor, director or officer of a corporate brokerage house.
   6. Fit and Proper Test Proforma, Affidavit, Declarations, and Questionnaire as provided in "Corporate Governance Regulatory Framework" issued by State Bank of Pakistan (SBP) vide BPRD Circular No. 5 dated November 22,
      2021.
   7. Manner and selection of independent director shall be as per requirements of Section 166 of the Act. Furthermore, a declaration of Independence in terms of Section 166(2) of the Act will be required under clause 6(3) of Listed Companies (Code of Corporate Governance) Regulations, 2019 and SBP's Corporate Governance Regulatory Framework, 2021.

In terms of the criteria prescribed by SBP, a person shall not be eligible to become a Director of a Bank, if the person:

1. is disqualified/ineligible under Banking Companies Ordinance 1962, Companies Act 2017, and other applicable laws, rules and regulations.
2. is in default of payment of dues owed to any financial institution in personal capacity.
3. is associated as executive director/sponsor director/nominee of the sponsor and/or President & CEO of a proprietary concern, partnership firm, or corporate body excluding public sector organization, which is in default of dues owed to any financial institution.
4. has contravened any of the requirements and standards of SBP or equivalent standards/requirements of other local or foreign regulatory authorities, professional bodies, or government bodies/agencies of such a nature that makes such person's association with the bank/DFI undesirable.
5. is a designated person/proscribed person or is associated directly or indirectly with any designated person/proscribed person is convicted of or is associated directly or indirectly with any person convicted of any serious offence, including any Money Laundering/ Terrorism Financing offence or any predicate offence set out in Schedule I of the Anti-Money Laundering Act, 2010.
6. It should also be noted that under SBP directives, a person is not permitted to be a Director of more than one financial institution, and the Directors will not assume the charge of their respective offices until their appointments are approved in writing by SBP.

Statement of Material Facts under Section 134 (3) of the Companies Act, 2017

This statement sets out the material facts concerning the Special Business at item No.3 of the notice to be transacted at the Extra Ordinary General Meeting of the Bank to be held on May 31, 2024.

Item No. 3

To consider and Approve Establishment of Exchange Company

The State Bank of Pakistan (SBP) introduced recent reforms in the Exchange Companies sector. These reforms were initiated in response to the frequent regulatory issues and weaknesses observed within the sector, specifically in the operations of ECs-B (Exchange Companies of 'B' Category) and franchises of Exchange Companies.

The Board discussed the matter in its 183rd meeting held on November 3, 2023 adopted the following resolutions, reproduced below for information and approval of the Shareholders:

"RESOLVED that the Bank shall proceed with the incorporation of the Currency Exchange Company in accordance with the Companies Act, 2017 and the guidelines provided by the State Bank of Pakistan.

FURTHER RESOLVED that the name of the Currency Exchange Company shall be BOK Currency Exchange (Pvt) Limited.

FURTHER RESOLVED that the paid-up capital of the BOK Currency Exchange (Pvt) Limited shall be PKR 500 Million and authorized capital shall be PKR 1 Billion.

FURTHER RESOLVED that the BOK Currency Exchange (Pvt) Limited shall be established as a wholly-owned subsidiary of the Bank of Khyber.

FURTHER RESOLVED that the Managing Director, CFO, Mr. Irfan Saleem Awan and the Company Secretary, Ms. Sara Shah, are authorized to take all necessary steps to initiate the incorporation process, engage with the SECP and SBP, and ensure compliance with all regulatory requirements."