ffi AtiedBank MINUTES o Mr. Mohammad Naeem Mukhtar Chairman o Mr. Muhammad Waseem Mukhtar Director Mr. Abdul AzizY'han Director

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1 ffi AtiedBank MINUTES ConJidentful The 7l't Annual General Meeting of the shareholders of Allied Bank Limited (Bank) was held on Tuesday, March 28,2017 at 11:00 A,M. at Pearl Continental Hotel, Lahore. Mr. Mohammad Naeem Mukhtar, Chairman of Board of Directors of Allied Bank Limited, chaired the Meeting. Besides, shareholders, the Meeting was also attended by Mr. Kamran Iqbal Yousafi the engagement partner of the Statutory Auditors M/s. KPMG Taseer Hadi & Co., Chartered Accountants and Mr. Junaid Dagia, Chief Executive Officer, IWs Technology Trade (Prt.) Limited, Bank's Shares Registrar. The following Directors and Executives of the Bank were present at the time of the Meeting: o Mr. Mohammad Naeem Mukhtar Chairman o Mr. Muhammad Waseem Mukhtar Director Mr. Abdul AzizY'han Director o Mr. Mubashir A. Akhtar Director o Mr. Zafar lqbal Director/Chairman Audit Committee of Board Dr. Muhammad Akram Sheikh Director Mr. Tahir Hassan Qureshi CEO,4Director o Mr. Muhammad Farhanullah Khan Chief Financial Officer o Mr. Muhammad Raffat Company Secretary The Meeting commenced with recitation of a Surah from the Holy Quran. The Meeting was attended by 137 shareholders holding 1, million shares constituting 87.81% of the paid up capital of the Bank in their own nal11e or being proxies of other shareholders. The Chairman, while observing the attendance in the Meeting was more than the quorum required under Section 160 (2a) of the Companies Ordinance, 1984 and Clause 84 of the Bank's Articles of Association, declared the Meeting in order and advised the Company Secretary to proceed the Meeting as per the proposed agenda. Before deliberating on the agenda items, Company Secretary informed the participants that a presentation on various guidelines issued by the SECP, from time to time, along with certain suggestions for convenience and education of the shareholders was being run on the multimedia screen placed in the Meeting hall for their information and awareness. The participants appreciated this initiative. He shared key areas of the presentation which included: o Necessity for provision of copy of the valid CNIC by shareholders having physical shareholding. a yment of cash dividend electronically (Bank Mandate/e-Dividend). o nefi v Mandate Option. Alfairs Group) Minutes oltlst AGM ol Attied Bonk Limited held on Morch 28,2077 (poge 1o! 6)

2 . Deposit of the physical shares into CDC Account.. Merger of different folios of same person into one folio. o Electronic transmission of financial statements and notices. o Deduction of withholding tax from dividends. o Deduction of withholding tax in case ofjoint shareholders. Item No, I: Decision: To conjlrm minutes of the 7d' Annual General Meeting of Allied Bank Limited held on March 28, The Secretary stated that copies of the minutes of 70th Annual General Meeting held on March 28, 2016 had already been distributed amongst the participants; hence, the same may be taken as read. The Members agreed with the proposal. The item was then placed before the shareholders for their consideration. Syed Javed Ali S/o Syed Muzaffar Ali (Folio # C), being a shareholder of the Bank, proposed the following ordinary resolution which was seconded by Mr. Mohammad Ashiq S/o Mohammad Ramzan (Folio # IIA) also a shareholder ofthe Bank. "Resolved that the minutes of 7dh Annual General Meeting of the Shareholders of Allied Bank Limited held on Murch 28, 2016 be and ore hereby confirmed." Item No. 2: To receive, consider und udopt the Annuul Audited Accounts of'the Bank (consolidated und unconsolidated).fttr the year ended December 31, 2016 together wilh the Directors' und Auditors' Reports thereon. Decision: Consolidated and Unconsolidated Audited Financial Statements of the Bank for the year ended December 31,2016 along with Auditors' and Directors' Reports were presented before the members in the meeting for its adoption. The Secretary informed the shareholders that, since the Audited Financial Statements for the year ended December 31,2016 of the Bank together with the Notes to the Financial Statements and the Auditors' and Directors' Reports thereon had already been circulated to all the shareholders 2l days prior to the stated meeting, therefore, they may be taken as read. Shareholders endorsed the proposal. The Secretary added that as required under SECP SRO # 634(l)12014, Financial Statement of the Bank had also been uploaded on the website of the Bank which could be downloaded from the following link: nancial repo rts/ Affoirs Group) Minutes of 71* AcM of Allied Eonk Limited held on Morch 28, 2077 (Poge 2 of 6)

3 The Secretary then placed the matter for consideration of the shareholders. On the financials, one of the shareholders, while appreciating the overall growth in the Bank's balance sheet for year ended December 31, 2016 particularly growth in investments and advances and decline in non-performing loans, enquired about the reasons for decline in the Profit after tax as compared to the last year. He further stated that it was also noticed that mark-up income had decreased while non-mark-up income had increased; on the other hand, administrative expenses had increased as compared to year ended December 31, The shareholder expressed his concern on the decrease in the bottom line and stated that approximately 50% of the financial institutions had declared better results as compared to the last year; however, there was no improvement seen in the case of ABL. He then urged the Bank to improve its profitability in future. While responding to his query, CFO stated that interest income had declined due to significant maturity of high yielding investment portfolio during the year ended December 31,2016; furthermore average lending rates were significantly lower in 2016 as compared to 2015 while the minimum costs of PLS (Saving) deposits remained fixed as per the SBP guidelines. CFO, while acknowledging the growth in non-markup income, elucidated that increase in administrative expenses were in line with the Bank's long term strategy for expanding its footprint whereby Bank had managed to open 100 new branches and install 139 ATMs across the Country during the year 2016 this would support Bank's bottom line in the long term. He also mentioned that profit of major domestically focused private banks had also declined during the year 20t6. While appreciating Bank's contribution towards social responsibility as mentioned in Corporate Sustainability Report (CSR), one of the shareholder suggested that the Bank should put increased focus on underprivileged sectors of the society. Continuing with the deliberation, he observed that decrease in donation amount was noticed compared to 2015 as mentioned in Note 28 of the financial statements. While appreciating the suggestion of the shareholder, CFO elucidated that decrease in donation was temporary due to timing of actual disbursements; however, improvement would be seen during the year CFO further added that the Bank contributes by way of donations and sponsorships to reputable institutions which were playing a positive role for the broad based betterment of the society. At this point, CEO stated that the Bank puts in its efforts to make contribution towards every sector so that the benefits could be passed on to different segments of society. After the above deliberations, the agenda item was placed before the shareholders for their consideration.,/y, Anis-ur-Rehman S/o Haji Qamar-ud-Din (Folio# I1846), being a shareholder proposed the following ordinary resolution which was seconded by v Affoirs Group) Minutes of 7L't AGM of Atlied Bonk Limited held on March 28, 2077 (Poge i of 6)

4 Mr. Mohammad Saeed Chaudhry S/o Mian Mohammad Ali (Folio # IIA) also a shareholder of the Bank. "Resolved thqt Annual Audited Finunciul Statements (consolidated and unconsolidated) of Allied Bank Limited for the year ended December 31, 2016 together with Direclors' and Auditors' Report thereon as approved by the Board of Directors, be and are hereby considered, received and adopted." Item No. 3: To consider and approve Final Cash 17.5% (i.e. Rs per share) as recon tnended hy the Board of Directors, This Final Cash Dividend would be in addition to 55% Inlerim Cush Dividends (aggregating Rs per sltare) ulreudy puid to the shureholders for the yesr ended Deceruber Decision: The Secretary then placed the next agenda item before the shareholders i.e. consideration and approval of final cash 17.50% (i.e. Re per share) as recommended by the Board of Directors, in addition to 55.00% Interim Cash Dividend i.e. Rs per share already paid for the year ended December 31,2016. After due deliberations, Mr. Mahmood Ahmed Minhas S/o Muhammad Ishaq Minhas (holder of folio # C), being a shareholder of the Bank proposed the following ordinary resolution which was seconded Mr. Nizam-ud- Din S/o Ch. Sharf-ud-Din (Folio # ) also a shareholder of the Bank. "Resolved that in oddition to 55.00% (i.e. Rs per share) interim cash dividend which have already been paid for the year ended December 31, 2016, a Jinal cash 17.50% (Le..Rs per shore) for the year ended December 31, 2016 be ond is hereby approved to be paid to the shareholders of the Bank whose names appeared in the Register of Members as at the close of business on March 21, llith payment of Jinal cash dividend, the total cash poyout for the year 2016 would be increased to 72.50% i.e. Rs.7.25 per shore," Item No. 4: Decision: To appoint Slotulory Auditors of the Bank for the yeur ending December 31, 2017 and fix their remuneratiott, It was apprised to the Members that the retiring auditors IWs. KPMG Taseer Hadi & Co, Chartered Accountants (the Firm), being eligible had offered themselves for re-appointment for the year The Board of Directors, on the suggestion f the Audit Committee, had recommended reappointment of the Firm, as auditors of the Bank for the year ending December 31,2017. The Secretary M (Corporote Affoirs Group) Minutes of 7L't AGM of Atlied Bonk Limited hetd on Morch 28, 2077 (Page a of 6)

5 informed the shareholders that the firm had given their consent to act as auditors and would hold the office till conclusion of the next AGM to be held in the year 2018, against a total fee of Rs million, inclusive of out-of-pocket expenses up to a maximum of Rs.l.l27 million and Rs million for ICFR assignment, in case required by SBP. In addition to it, the auditors would also be paid Rs million and Rs million for audit of Gilgit and Baltistan Branches and certification of compliance on licensing conditions respectively. After the above deliberations, the agenda item was presented before the shareholders for their due consideration. Mr. Akbar Ali S/o Asghar Ali (Folio # c), being a shareholder of the Bank, proposed the following ordinary resolution which was seconded by Mr. Ashfaq Ahmed Qureshi S/o Mushtaq Saleem (Folio # 00312) also a shareholder of the Bank. "Resolved that the Statutory Auditors of the Bank M/s. KZMG Taseer Hadi & Co., Chartered Accountants who are retiring at this meeting, being eligible and willing to act os Auditors for the yeor ending December 31,2017, be and are hereby re-oppointed as Statutory Auditor of the Bank from the conclusion of this meeting till conclusion of the next Annual General Meeting at a fee of Rs million (inclusive of out-of-pocket expenses up to maximum of Rs million and Rs million for ICFR Assignment if required by SBP) and additionol fee of Rs million and Rs million for audit of Gilgit & Baltistan Branches and Certijication of Compliance on Licensing Co nditio ns resp ectively. " Item Na. 5: Decision: To consider and approve lrunsmission of Annuul Audited Accounts through CD/DVD/USB instead ol'transmitting the suid accounts in hurd copies in accordance with SECP SRO 470 dated Muv 31,2016. The Secretary then placed the agenda item regarding transmission of Annual Audited Accounts through CD/DVDruSB instead of transmitting the said accounts in hard copies in accordance with SECP SRO 470 dated May 31,2016. Shareholders were informed that SECP through its SRO 470(l)12016 dated May 31,2016 had allowed companies to circulate the annual balance sheet and profit and loss account, auditor's report and directors' report etc. ("Annual Audited Accounts') to its Members through CD/DVDAJSB at their registered addresses subject to compliance of certain directives. Based on the above and with a view to facilitate the shareholders, the Bank has decided to obtain consent of the shareholders for transmission of annual audited accounts through CD/DVDruSB instead of transmitting the said account in hard The Members noted the details of the proposal as contained in Statement (Corporote alfoirs Group) Minutes of 7!'t AGM of Atlied Eonk Limited held on Morch 28, 2Ot7 (poge 5 oi6)

6 under Section 160 (1) (b) of the companies ordinance, 1984 received by them along with the notice of the meeting and endorsed the same. Mr. Abdul Ghafoor S/o Hafiz Mohammad Hanif (Folio # c) being a shareholder of the Bank, proposed the following ordinary resolution which was seconded by Mr. Abdus Samad S/o Abdul Aziz (Folio # ) also a shareholder of the Bank. "Resolved that the Bank be and is hereby authorized to transmit the unnual oudited accounts through CD/DVD/USB instead of transmitting the said accounts in hard copies to shareholders; however, the bank would provide hord copies of the Annuql Audited Accounts to shareholders on their demand at their registered addresses, free of cost, within one week of such demand. Further Resolved that the Bank will also place a Standard Request Form on its website for convenience of the shareholders enabling them to communicate their need of hard copies of annual audited acco unts. " Item No. 6: To transact any other husiness with the Chuir There being no other matter to discuss, the Meeting concluded with a vote of thanks to the Chair. Raffat (Corporote Affoirs Group) Minutes o Tti AGM ol Allied Eonk Limited held on Morch 28, 2017 (poge 6 of 6)