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National Bank of Pakistan’s notice of extraordinary general meeting

Karachi, June 14, 2013 (PPI-OT): We enclose a photocopy of the Notice of the Extraordinary General Meeting of National Bank of Pakistan (NBP) to be held on Monday the 8th July 2013, at 09:00 a.m. at Crystal Ball Room, Marriott Hotel, Karachi for circulation amongst your members. A copy of Statement under Section 160 of The Companies Ordinance, 1984, is also enclosed.

The enclosed notice is being published on Monday the 17th June 2013, in the newspaper.

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of National Bank of Pakistan, (“Bank”) will be held on Monday the 8th July, 2013 at 9:00 A.M. (PST), at Crystal Ball Room, Marriott Hotel, Karachi.

The following business will be transacted in the meeting:

Ordinary Business:

1. To confirm minutes of 64th Annual General Meeting held on 28th March, 2013, at Karachi.

Special Business:

2. To consider and approve the basic pay of Dr. Asif A. Brohi, President NBP for determination of pension and other pensionary benefits.

3. To transact any other business with the permission of the Chairman.

Note:

i) The Share Transfer Books of the Bank shall remain closed from July 02, 2013 to July 08, 2013 (both days inclusive). Transfer received at Messrs Central Depository Company of Pakistan Limited, CDC House 99-B, Block “B” SMCHS, Main Shahra-e-Faisal, Karachi-74400, the Bank’s Registrar and Share Transfer Agent, at the close of the business on July 01, 2013 will be treated in time for purpose of the entitlement of attending the meeting.

ii) A member eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint another member as a proxy to attend and vote on his/her behalf. The Government of Pakistan, State Bank of Pakistan and any Corporation(s), being a member of the Bank, may nominate any person as its representative to attend the Extraordinary General Meeting under authority of a Power of Attorney or a Board of Directors’ Resolution. Proxies or nominations, in order to be effective and valid, must be received at the office of the Bank’s Register / Share Transfer Agent, Messrs Central Depository Company of Pakistan Limited, CDC House 99-B, Block “B”, SMCHS, Main Shahra-e-Faisal, Karachi 74400, not later than 48 hours before the time of holding the Extraordinary General Meeting.

iii) CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular I dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

a. For Attending the Meeting:

In case of Individuals, the account holder or sub-account holder shall authenticate his/her identity by showing his Original Computerized National Identity Cards (“CNIC’s) or original Passport at the time of attending the meeting.

In case of corporate entity, the Original or duly authenticated Board of Directors resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

b. For Appointing Proxies:

In case of Individuals, the account holder or sub-account holder shall submit the proxy form as per the above requirement.

The Proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be furnished with the proxy form.

The proxy shall produce his/ her original CNIC or original passport at the time of the Meeting.

In case of corporate entity, the Original or duly authenticated Board of Directors resolution/ power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) along with proxy from to Messrs Central Depository Company of Pakistan Limited.

iv) Members are requested to immediately notify and change in their addresses to the Bank’s registrar and Share Transfer Agent, Messrs Central Depository Company of Pakistan Limited.

Statement under Section 160 of the Companies Ordinance, 1984:

This statement sets out the material facts concerning the Special Business given in agenda item No. 2 of the Notice, to be transacted at the Extraordinary General Meeting of National Bank of Pakistan.

Item No.2:

To approve the basic pay of Dr. Asif A. Brohi, President NBP for determination of his pensionary benefits

Dr. Asif A. Brohi was appointed as President of the Bank, in terms of Section 11(3) (a) of The Bank (Nationalization) Act, 1974 by the Federal Government for a term of (3) years, vide Finance Division (GoP) Notification No.F.1(5) Bkg-III/2011 dated January 18, 2013. NBP Shareholders in the 64th AGM held on March 28, 2013 approved the gross salary of the President at Rs. 2,150,000/- per month. As part of the retirement benefits, Dr. Asif A. Brohi is entitled to pension and other benefits (detail given below). He is also a member of NBP Provident Fund which is based on employees contribution only and no contribution is made by the Bank. The resolution approved by the shareholders in 04th AGM held on 28th March, 2013 has stated that the change entitlement/ pension entitlement of the President shall be recommended by the Board and approved by the shareholders.

The Board, on the recommendation of its Board HR Committee, has recommended Dr. Asif A. Brohi, President-NBP’s basic pay of Rs. 850,000/- to the shareholders for approval in 64th AGM. This basic pay is just 5.9% higher than the basis pay currently being drawn by an existing SEVP in NBP. Dr. Asif A. Brohi’s basic pay of Rs. 850,000/-, may be taken for pensionary/ other retirement benefits which would be increased on yearly basis equal to maximum rate of increase allowed to a SEVP of the bank in the respective year. Based on his basic pay, Dr. Asif A. Brohi’s pension entitlement would be as per applicable pension rate at the time or retirement (presently 50% of the basic pay). The other retirement benefits (as admissible to regular employees of the Bank), include the following:

I cave Encashment (180 Days Encashment includes basic pay, house rent (55% of basis
maximum-subject to pay), utilities (17% of basic pay), petrol (700 liters) and
availability of leave balance) cost of medicine (15% of basic pay).

Post Retirement Benefit for six It includes house rent (55% of basic pay) utilities (17%
months of basic pay) petrol (700 liters), security guard (03) (a)
Rs. 9,350/- per security guard, domestic staff and house/
garden maintenance / repairs as admissible to the
President during service.

Pension Commutation As per pension policy/ rules applicable to regular SEVP

Benevolent Grant To be paid as per Benevolent Policy/ Rules applicable to
Regular SEVP (Presently Rs. 4,000/-per month).
Medical (Consultation, Medicine As per Medical Policy / Rules applicable to Regular
and Hospitalization) SEVP.

Group Insurance Coverage (upto To be allowed on Superannuation retirement.
65 years)

Provident Fund Only own contribution of Provident Fund will be paid
(Non-contributory) alongwith the interest admissible to other regular
employees.

As recommended by the Board, the shareholders are requested to approve Rs. 850,000/- as basic pay of Dr. Asif A. Brohi, President NBP which would be increased on yearly basis equal to maximum rate of increase allowed to a SEVP of the bank in the respective year for calculation of his pension entitlement and other pensionary / retirement benefits. The following resolution is requested to be passed by the shareholders:

“Resolved That as recommended by the Board of Director of NBP in its 224th meeting held on 3rd May, 2013, the basic pay of Dr. Asif A. Brohi, President NBP, for determination of pensionary/other retirement benefits shall be Rs. 850,000/- to be increased on yearly basis equal to the maximum rate of increase allowed to a SEVP of the bank in the respective year and based on his basic pay, Dr. Asif A. Brohi’s pension entitlement shall be as per applicable pension rate at the time of retirement (presently 50% of the basic pay) and the other retirement benefits (as applicable to regular employees) including leave encashment, six months Post Retirement Benefits, Pension Commutation, Benevolent Grant, Medical Facilities, Group Insurance and payment of Provident Fund contributed by his during his service alongwith the applicable interest admissible to other regular employees, be and hereby approved”.

The President being executive director is interested in the above matter and remaining directors have no personal interest in the matter.

For more information, contact:
S. M. Ali Zamin
Secretary (Board)
National Bank of Pakistan
2nd Floor, I. I. Chundrigar Road, Karachi
Ph: 99220224,
Fax: 99220239
Website: www.nbp.com.pk

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