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72nd AGM, 09-04-2018 Necessity for Provision of Valid CNIC by Shareholders having Physical Shareholding To comply with the directives of SECP issued vide.

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Presentation on theme: "72nd AGM, 09-04-2018 Necessity for Provision of Valid CNIC by Shareholders having Physical Shareholding To comply with the directives of SECP issued vide."— Presentation transcript:

1 72nd AGM, Necessity for Provision of Valid CNIC by Shareholders having Physical Shareholding To comply with the directives of SECP issued vide SRO No (1) 2012 dated July 05, 2012 and SRO No. 19 (1) dated January 10, 2014, all those shareholders having physical shares are required to provide copy of their valid CNICs to the Bank’s Shares Registrar. However, despite our repeated requests through notices published in the newspapers as well as various reminders sent to the shareholders along with Dividend Warrants, CNICs of considerable number of shareholders are still not available in the record. Accordingly, ABL has obtained permission from SECP to withheld Dividend Warrants of those shareholders who have not yet submitted copies of their valid CNICs to the Share Registrar of the Bank. Slide # 1

2 Payment of Cash Dividend Electronically (Mandatory requirement)
72nd AGM, Payment of Cash Dividend Electronically (Mandatory requirement) As per Section 242 of the Companies Act, 2017 and Companies (Distribution of Dividends) Regulation 2017, any dividend payable in cash by a listed company shall only be paid through electronic mode directly into the bank account designated by the entitled shareholder(s). In this regard, ABL has already sent letters and Bank Mandate Forms to the shareholders and issued various notices through publication in Daily Business Recorder and Nawa-e- Waqt (combined editions) requesting the shareholders to comply with the requirement of providing Bank Mandate urgently. Slide # 2

3 Manager, Share Registrar Department,
72nd AGM, Payment of Cash Dividend Electronically (Mandatory requirement) - continued In this connection, CDC shareholders may submit their Bank Mandate details to CDC Investor Account Services or their brokers where shares are placed electronically. In case of physical holding, the shareholders are requested to submit their Bank Mandate details to the Allied Bank’s Share Registrar on the following address: Manager, Share Registrar Department, Central Depository Company of Pakistan Ltd., CDC House, 99 – B, Block ‘B’, S.M.C.H.S., Main Shahra-e-Faisal, Karachi Slide # 3

4 72nd AGM, IBAN for Payment of Cash Dividend Electronically (Mandatory requirement) All the shareholders are once again requested to provide the Bank Mandate details including International Bank Account Number (IBAN) immediately along with a copy of valid CNIC, if not provided earlier. In case of non-provision of Bank Mandate along with IBANs, cash dividend(s) will be withheld according to SECP regulations. For providing the Bank Mandate details to CDC / Share Registrar, the Form placed on Bank’s website may be used, direct link for getting print of the said form is: Slide # 4

5 Centralized Cash Dividend Register - CDC (Mandatory requirement)
72nd AGM, Centralized Cash Dividend Register - CDC (Mandatory requirement) CDC has established Centralized Cash Dividend Register as required by Companies (Distribution of Dividends) Regulation Listed companies announcing cash dividend are required inter alia to provide a certificate to their shareholders through central depository, specifying the calculation of dividend amount including number of shares held, total amount of cash dividend, tax and zakat deductions and the net amount credited into designated bank account of the shareholders. In the light of above, the listed companies are not required to send physical tax portion of the dividend warrants to shareholders. The shareholder could download the tax and zakat certificates from the Centralized Cash Dividend Register. CDC will provide free of cost access to the shareholders. You are advised to register yourself at CDC or contact Customer Support Services at or send at Slide # 5

6 Deposit of the Physical Shares into CDC Account
72nd AGM, Deposit of the Physical Shares into CDC Account Please note that trading of physical shares is not permitted through Pakistan Stock Exchange. The Shareholders may open CDC sub-account with any of the brokers of Pakistan Stock Exchange or they may open Investor Account directly in CDC to place their physical shares in Scrip less form, this would help the shareholders in many ways. Slide # 6

7 Electronic Transmission of Financial Statements and Notices
72nd AGM, Electronic Transmission of Financial Statements and Notices As per Section 223(6) of Companies Act 2017, companies are allowed to send financial statements together with the auditors’ report, directors’ report and in the case of a listed company the chairman’s review report to every member of the company and every person who is entitled to receive notice of general meeting, either by post or electronically. This year ABL has transmitted the Annual Financial Statements and Notices electronically to those shareholders whose addresses were available on record. Slide # 7

8 72nd AGM, Electronic Transmission of Financial Statements and Notices (continued) Any member is entitled to receive a hard copy of financial statements, on request within 7 days of the receipt of such request as given in Section 235 of companies Act 2017 on paying the cost as determined by the company. Slide # 8

9 Minority Shareholders
72nd AGM, Minority Shareholders As per Regulation 5 of the Code, the minority members as a class shall be facilitated to contest election of directors by proxy solicitation For this purpose, ABL will facilitate the minority shareholders as a class to contest election of directors by proxy solicitation, accordingly: A statement by a candidate from among the minority shareholders who seeks to contest election for the board of directors would be annexed with the notice issued under Section 159 (4) of the Companies Act 2017, such statement shall include a profile of the candidate(s); Slide # 9

10 Minority Shareholders (continued)
72nd AGM, Minority Shareholders (continued) Information regarding members and shareholding structure would be provided to the candidate(s) representing minority shareholders; and on a request by the candidate(s) representing minority shareholders and at the cost of the company, an additional copy of proxy form duly filled in by such candidate(s) would be annexed to the notice issued under Section 159 (4) of the  Companies Act 2017; Slide # 10

11 Deduction of Withholding Tax from Dividends
72nd AGM, Deduction of Withholding Tax from Dividends Pursuant to the provision of Finance Act, 2015 the rates of Income tax deduction from dividend payment under section 150 of the Income Tax Ordinance, 2001 have been revised as under: For filers of income tax returns: % For non-filers income tax returns: % Please note that the Shares Registrar will check status of the members (Filer or Non Filer) from the Active Tax Payers list (“ATL”) on the basis of valid CNIC / NTN numbers and would deduct tax as per provisions of the law, therefore, all shareholders are requested to make sure that copy of their valid CNIC / NTN should be available with the Shares Registrar; as in case of non-availability of CNIC / NTN, the Share Registrar cannot check their status and would constrained to apply tax rate prescribed for non-filers i.e. 20%. Slide # 11

12 Deduction of Withholding Tax on Joint Shareholders
72nd AGM,  Deduction of Withholding Tax on Joint Shareholders As per the clarification of Federal Board of Revenue, withholding tax in case of joint shareholders will be determined as per “Filer / Non-filer” status of Principal shareholder as well as joint-holders based on their shareholding proportion. Therefore, all shareholders who hold shares jointly are requested to provide shareholding proportion of Principal shareholder and Joint-holder(s) in respect of shares held by them to our Shares Registrar in writing, as follows: Folio / CDC Investor / Participant A/c No. Total Shares Principal Shareholder Joint Shareholder Name and CNIC # Shareholding Proportion % The above required information must be provided to ABL’s Shares Registrar otherwise it will be assumed that the shares are equally held by the Principal shareholder and joint-holder(s) and tax deduction will be made accordingly. Slide # 12

13 72nd AGM, Requirement of Valid Tax Exemption Certificate of Exemption U/S 150 of the Income Tax Ordinance 2001 The Exemption Certificate u/s 159 of the Income Tax Ordinace.2001, is mandatory to claim tax exemption u/s Accordingly, the Bank may not be awarding exemption on the basis of clause 47B of Part IV of second Schedule of the Income Tax Ordinance However, if any entity has filed petition against FBR, in any relevant court, a certified true copy of the Stay Order of honorable court along with all latest proceedings (if any) would be required in lieu of valid tax exemption certificate, for non- deduction of withholding tax. In case of non-availability of valid tax exemption certificate/ stay order, deduction of tax under relevant sections shall be made accordingly. Slide # 13

14 Unclaimed / Unpaid Dividends and Share Certificates
72nd AGM, Unclaimed / Unpaid Dividends and Share Certificates As per Section 244 of the Companies Act, 2017 shares / dividends which remain unclaimed or unpaid for a period of three years from the date these have been due and payable to vest with Federal Government. In this regard, Allied Bank Limited has sent individual letters dated on the available addresses through Share Registrar requesting therein to claim their shares / dividends within 90 days of the letter. After that, as per SECP directives a final notice was published in Daily Business Recorder and Daily Nawa-e-Waqt dated inviting the shareholders to lodge their claims within the period of 90-days, and in case no claim is received within the given period from this notice, Slide # 14

15 Unclaimed / Unpaid Dividends and Share Certificates (continued)
72nd AGM, Unclaimed / Unpaid Dividends and Share Certificates (continued) Bank shall proceed to deposit the unclaimed / unpaid amount with the Federal Government pursuant to the provision of sub-section (2) of section 244 of the Companies Act, 2017. In this regard, the details of unclaimed / undelivered shares and dividends has been placed on Banks website, all the shareholders of ABL (old and existing) once again requested to visit the Bank’s website and if any share / dividend showing unclaimed / undelivered against your name, please lodge your claim with our Share Registrar, Central Depository Company of Pakistan Limited by sending an application mentioning therein your folio number, your present address along with a copy of valid CNIC to the Share Registrar ( CDC). Slide # 15

16 Prohibition on Grant of Gifts to Shareholders
72nd AGM,  Prohibition on Grant of Gifts to Shareholders SECP, through its Circular No. 02/2018 dated February 09, 2018, has directed companies to restrain from giving any gift / incentive in lieu of gift (tokens/coupons/lunches/ takeaway packages) in any form or manner to its shareholders at or in connection to their respective general meetings. Likewise, companies must also denounce any demand of any gift/incentives from shareholders. It is therefore reiterated that granting gifts to shareholders is an offense and companies in default or not complying with the requirements of law shall be liable to be penalized under sub- section (2) of Section 185 of the Companies Act, 2017. Slide # 16

17 72nd AGM, Thanks


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