THE COMPANIES ACT, 2017

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF
ASKARI BANK LIMITED

1. The regulations contained in Table "A" in the First Schedule to the Companies Table “A” not
Act, 2017 shall not apply to the Company except in so far as they are repeated to apply
or contained in these Articles.

2. The marginal notes hereto shall not affect the construction hereof and in these Definitions
presents, unless there be something in the subject or context inconsistent
therewith:

ia) “Act” means the Companies Act, 2017 and any statutory amendment or Act
re-enactment thereof from time to time.

i) "Articles" means the Articles of Association of the Company as Articles

originally framed or as altered from time to time.

ii) "Commission" means the Securities and Exchange Commission of Commission

Pakistan.

iii) "Books and papers", or "Books of accounts", include accounts, deeds, Books and
vouchers, registers, writings and documents. Papers etc.

iiia) “Board” means the board of Directors of the Company. Board

iv) "Company" means Askari Bank Limited. Company

v) "Chairman" means the Chairman of the Board of Directors for the time Chairman
being.

vi) "Chief Executive" means the Chief Executive appointed under these Chief Executive
Articles.

vii) "Directors" mean the Directors of the Company for the time being. Directors

viii) "Dividend" means the distribution of profits of the Company to its Dividend
Members and includes bonus.

ix) "Debentures" include debenture stock, bonds, term finance certificate or Debentures
any other instrument of the Company evidencing a debt, whether
constituting a mortgage or charge on the assets of the Company or not.
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x) "Document" includes summon, notice, requisition, order, other legal Document
paper, voucher and register.

xi) "Financial statements" in relation to the Company, includes: Financial

Statements
(a) a statement of financial position as at the end of the period;
(b) a statement of profit or loss and other comprehensive income or in
the case of a company carrying on any activity not for profit, an
income and expenditure statement for the period;
(c) a statement of changes in equity for the period;
(d) a statement of cash flows for the period; and
(e) notes, comprising a summary of significant accounting policies
and other explanatory information.
xii) Not Used

xiii) "Month" means calendar month according to the Gregorian calendar. Month

xiv) Not Used

xv) "Ordinance" means the Banking Companies Ordinance, 1962 including Ordinance
any statutory modification or re-enactment thereof for the time being in
force.

xvi) "Office" means the registered office for the time being of the Company. Office

xvii) "Participatory Redeemable Capital" means such capital as is entitled to Participatory

participate in the profit and loss of the Company. Redeemable
Capital
xviii) Not Used.

xix) "Proxy" includes Attorney duly constituted under a Power of Attorney. Proxy

xx) "Register" means the Register of Members to be kept pursuant to Register

Section 119.

xxi) "Registrar" means the Registrar of Companies. Registrar

xxii) "Redeemable Capital" has the meaning assigned to it by Section Redeemable

2(1)(55). Capital

xxiii) "Section" means section of the Act. Section

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 xxiv) "Special Resolution" has the meaning assigned to it by Section 2(1)(66) Special
of the Act. Resolution

xxv) "Secretary" means any individual appointed to perform the secretarial, Secretary
administrative or other duties ordinarily performed by the secretary.

xxvi) "Share" means share in the capital of the Company. Share

xxvii) "Security" means any share, scrip, debenture, participation term Security
certificate, term finance certificate, bond, pre-organisation certificate or
such other instrument as the Federal Government by notification in the
official gazette specify for the purpose.

xxviii) "In writing" and "Written" include printing, lithography, and other In writing and
modes of representing or reproducing words in a visible form. written

xxix) Words importing the singular number only include the plural number
and vice versa.

xxx) Words importing the masculine gender only include the feminine
gender.

xxxi) Words importing persons include corporations.

3. Regulations for management of the Company and for observance of members Company to be
thereof and their representative shall (subject to any exercise of statutory governed by
powers of the Company in reference to repeal or alteration of or additions to its these Articles
regulations by Special Resolution, as prescribed by the Act) be such as are
contained in these Articles read with the Act and provisions of any other law
for the time being in force.

SHARES

4. The Authorized Capital of the Company is PKR 20,000,000,000 (Pak Rupees Division of
Twenty Billion only) divided into 2.000,000,000 ordinary shares of PKR 10 Capital
(Pak Rupees Ten) each with power to the Company from time to time to
increase or reduce or reorganize the said capital and divide the shares in the
capital for the time being into several classes in accordance with the provisions
of the Act and the Ordinance.

5. None of the funds of the Company shall be employed in the purchase of its own Company not
shares or the shares of its holding Company, and the Company shall not except to Purchase or
to extent permitted by Section 86, give any financial assistance whether directly grant financial
or indirectly and whether by means of a loan, guarantee, the provision of assistance to
security or otherwise, any financial assistance for the purpose of or in purchase its
connection with any purchase made or to be made by any person of any shares own shares or
in the Company. its holding
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 company’s
6. Subject to the provisions of these Articles, the shares shall be under the control Shares at the
of the Directors, who may allot or otherwise dispose of the same to such disposal of
persons, on such terms and conditions, and at such times, as the Directors think Directors
fit. Provided that upon the issue of any further shares the Directors shall
comply with the provisions of Section 83.

7. As regards all allotments from time to time made, Directors shall duly comply Return of
with the requirements of Section 67 and 70 and any other relevant rules or Allotments
regulations issued by the Federal Government or Commission, as the case may
be.

8. The Directors shall comply with the provisions of Section 57 and the Securities Prospectus
Act, 2015, and any statutory amendment or re-enactment thereof from time to
time, regarding the issuance of prospectus.

9. The Company may issue ordinary shares or grant option to convert into shares Conversion of
the outstanding balance of any loans, advances or credit, as defined in the Loans, etc. into
Ordinance or other non-interest bearing securities and obligations in shares
accordance with the provisions of Section 83.

10. The Company may issue to one or more scheduled banks, financial institutions Issue of
or such other persons as are specified for the purpose by the Federal redeemable
Government by notification in the official gazette, any investment in the nature capital
of redeemable capital in any or several forms in accordance with the provisions
of Section 66.

11. Shares in the capital of the Company may be allotted as payment or part Shares for
payment for any property sold or transferred, goods or machinery supplied or consideration
for services rendered to the Company in or about formation or promotion of the other than cash
Company or conduct of its business, and any shares which may be so allotted
may be issued as fully paid-up otherwise than in cash, and if so issued shall be
deemed to be fully paid-up shares as aforesaid.

12. The Company may at any time pay a commission to any person for subscribing Commission for
or agreeing to subscribe (whether absolutely or conditionally) for any shares, placing shares
debentures or debenture stock in the Company or procuring or agreeing to
procure subscriptions (whether absolute or conditional) for any shares,
debentures or debenture stock in the Company, and the amount or rate of
commission shall not exceed such rate percent of amount as may be fixed by
the Commission on the shares, debentures or debenture stock in each case
subscribed or to be subscribed. The commission may be paid or satisfied in
cash or in shares, debentures or debenture stock.

13. The Company shall not pay out directly or indirectly by way of commission, Brokerage
brokerage, discount or remuneration in any form in respect of any shares issued
by it, any amount exceeding in the aggregate two and one half percent of the
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 paid up value of the said shares.

14. With the prior approval of the Members in a General Meeting and with the Issue of shares
sanction of Commission and upon complying with Section 82, it shall be lawful at discount
for the Directors to issue at a discount shares of a class already issued.

15. Save as herein otherwise provided, the Company shall be entitled to treat the Trust not to the
registered holder of any share as the absolute owner thereof and accordingly recognized
shall not, except as ordered by a Court of competent jurisdiction or as by statute
required, be bound to recognize any benami, equitable or other claim to or
interest in such share on the part of any other person.

16. Shares may be registered in the name of Army Welfare Trust, any limited Who may be
Company or other corporate body. Not more than four persons shall be registered
registered as joint-holders of any share. The allotment or transfer of shares to a
non-national of Pakistan will be subject to the approval required by Exchange
Control Regulations or of any other law for the time being in force.

CERTIFICATES

17. The certificate of title to shares and duplicates thereof when necessary shall be Certificates
issued under the Seal of the Company and signed by two Directors / a Director
and Secretary.

18. Every member shall be entitled to one certificate for all the shares registered in Member’s right
his name or if the Directors so approve to several certificates each for one or to certificate
more of such shares but in respect of each certificate for less than one hundred
shares, the Directors shall be entitled to charge a fee or such less sum as they
may determine. Every certificate of shares shall specify the number and
distinctive numbers of the shares in respect of which it is issued and the amount
paid up thereon.

19. The Company shall issue certificate of shares within thirty (30) days after the Delivery of
allotment of any of its shares or other securities and ensure delivery of the share
certificates to the person entitled thereto at his registered address. certificates

20. If any certificate be worn out or defaced, then, upon production thereof to the Issue of new
Directors they may order the same to be cancelled, and may issue a new certificate in
certificate in lieu thereof, and if any certificate be lost or destroyed then, upon place of
proof thereof, to the satisfaction, of the Directors and on such indemnity as the defaced, lost or
Directors deem adequate being given a new certificate in lieu thereof shall be destroyed
given to the registered holder of the shares within thirty (30) days from the date shares
of application, to which such lost or destroyed certificate shall relate.

21. For every certificate issued under the last preceding Article there shall be paid Fee
to the Company a sum not exceeding Rs. 100 or such sum as the Directors may
determine.
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 22. The certificates of shares registered in the name of two or more persons shall be Issue of shares
delivered to the person first named on the Register. to joint-holders

TRANSFER AND TRANSMISSION

23. a) Application for the registration of transfer of shares may be made either by Application of
the transferor or of transferee. transfer

b) Subject to the provisions of Sections 74(1) and 74(5) no transfer of share Execution of
shall be registered unless a proper instrument of transfer duly stamped and transfer deed
executed by the transferor and the transferee has been delivered to the
Company together with the Certificate or Certificates of the Shares. The
instrument of transfer of any share shall be signed both by the transferor
and transferee, and shall contain the name and address both of the transferor
and transferee, and the transferor shall be deemed to remain the holder of
such share until the name of the transferee is entered in the Registers in
respect thereof. Each signature to such transfer shall be duly attested by the
signature of a credible witness who shall add his address and occupation.

24. The instrument of transfer of any share shall be in writing in the usual common Form of
form, or in the following form, or as near thereto as circumstances will admit:- transfer

ASKARI BANK LIMITED

I, _______ of _________ in consideration of the sum of Rs. _____ paid to me

by of _______ , hereinafter called the said transferee, do hereby transfer to the
said transferee share (or shares) numbered in the Called undertaking called
Askari Bank Limited to hold unto the said transferee, his executors,
administrators and assigns, subject to several conditions on which I held the
same immediately before the execution hereof, and I, the said transferee do
hereby agree to take the said share (or shares) subject to the conditions,
aforesaid.

As witness our hands the ______

Day of _______
Signature of Transferor Signature of the Transferee
Full Name, Father’s / Husband’s Name
Full Name, Father’s / Husband’s Name
CNIC Number (in case of foreigner, CNIC Number (in case of foreigner,
Passport Number) Passport Number)
Nationality Nationality
Occupation Occupation
Usual Res. Address Usual Res. Address
Cell number
Landline number, if any
Email address

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 Witness 1: Witness 2:
Signature………………..date ………… Signature………………..date …………
Name, CNIC Number and Full Address Name, CNIC Number and Full Address

Bank Account Details of Transferee for Payment of Cash Dividend

It is requested that all my cash dividend amounts declared by the Company, may
be credited into the following bank account:

Tile of Bank Account

I Bank Account Number (IBAN)
t Bank’s Name
Branch Name and Address
i
s stated that the above mentioned information is correct and that I will intimate the
changes in the above
mentioned information to the Company and the concerned Share Registrar
as soon as these occur.

……………………………….
Signature of the Transferee(s)

25. No Transfer shall be made to a minor or person of unsound mind or to an No transfer to

insolvent, unless so required under the law. minor
26. Every instrument of transfer shall be left at the Office for registration, Transfer deed
accompanied by the certificate of the shares to be transferred, and such other to be left at the
evidence as the Directors may require to prove the title of the transferor or his Office and
right to transfer the shares, and upon payment of the proper fee, the transferee evidence of title
shall be registered as a member in respect of such shares. The Directors may be given
waive the production of any certificate upon evidence satisfactory, to them of
its loss or destruction.

27. The Directors shall not refuse to register the transfer of any shares unless the Directors
transfer deed is defective or invalid. The transfer deed may be re-lodged after power to refuse
the removal of such defect or invalidity. The Directors may also suspend the to register a
registration of transfers during the ten days immediately preceding a general transfer
meeting or prior to the determination of entitlement or rights of the
shareholders by giving seven days’ previous notice in the manner provided in
the Act.

28. All instruments of transfer which shall be registered shall be retained by the Retention of
Company, but any instrument of transfer which the Directors may decline to transfer deeds
register, due to any defect in or invalidity of the transfer deed shall be returned
to the person depositing the same.

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29. Subject to Section 75, if the Directors refuse to register the transfer of any Notice of
shares, they shall within fifteen days or, where the transferee is a central refusal to
depository, within five days from the date on which the instrument of transfer register
was lodged with the Company send to the transferee and the transferor notice transfer
of the refusal stating the reasons for such refusal.

30. A fee not exceeding Rs 50 may be charged for each transfer, and shall if Transfer fee
required by the Directors, be paid before the registration thereof.

31. On giving seven day's previous notice given by an advertisement in English Closure of
and Urdu languages at least in one issue each of a daily newspaper of transfer books
respective language having wide circulation, the Transfer Books and the and registers
Register may be closed during such time as the Directors think fit, not
exceeding in the whole thirty days in each year.

32. A person may on acquiring interest in the Company as a member, represented Right of
by shares, at any time after acquisition of such interest deposit with the nomination
Company a nomination conferring on a person, being the relatives of the
member, namely, a spouse, father, mother, brother, sister and son or daughter,
the right to protect the interest of legal heirs in the shares of the deceased in the
event of his death, as a trustee and to facilitate the transfer of shares to the legal
heirs of the deceased subject to succession to be determined under the Islamic
law of inheritance and in case of non-Muslim members, as per their respective
law. The Company shall also comply with the provisions of Section 79 in case
of any such nomination.

33. The executors, heirs, nominees or administrators of a deceased member (not Transmission of
being one of several joint-holders) shall be the only persons recognised by the shares
Company to deal with the share in accordance with the law and in case of the
death of any one or more of the joint-holders of any registered shares, the
survivors or survivor, or the executors or administrators of the deceased
survivor, shall be the only persons recognised by the Company to deal with the
share in accordance with law.

34. Before recognising any executor or administrator, the Directors may require Proof of title
him to obtain a Grant of Probate or Letters of Administration or other legal
representation as the case may be, from some competent Court in Pakistan
provided nevertheless that in any case where the Board in their absolute
discretion think fit, it shall be lawful for the Directors to dispense with the
Production of Probate or Letters of Administration or such other legal
representation upon such terms as to indemnity or otherwise as the Directors in
their absolute discretion, may consider necessary.

35. Any person becoming entitled to a share in consequence of death, lunacy or Option and
insolvency of a Member may, upon evidence as to his title being produced, as mode of
may from time to time be required by Directors, elect either to be registered registration of
himself as holder of share or to have some other person nominated by him shares in case
8
 registered as transferee thereof. If a person so becoming entitled shall elect to of death,
be registered himself, he shall deliver or send to the Company a notice in insolvency, etc.
writing signed by him, stating that he so elects, if he shall elect to have another of a member
person registered he shall testify his election by execution to that person a
transfer of share.

36. A person becoming entitled to a share by reason of death or insolvency of the Right of person
original holder shall be entitled to same Dividends and other advantages to becoming
which he would have been entitled if he were the registered holder of share and entitled to
exercise any right conferred by membership in relation to meetings of the shares
Company.

37. Any committee or guardian of lunatic or infant member or any person Transfer of
becoming entitled to transfer shares in consequence of the death or bankruptcy shares of
or insolvency of any member upon producing such evidence that he sustains the insane, infant
character in respect of which he proposes to act under this Article, or of his title or deceased or
as the Directors think sufficient, may with the consent of the Directors (which bankrupt
they shall not be under any obligation to give), be registered as a member in members
respect of such share, or may, subject to the regulations as to transfer
hereinbefore contained, transfer such shares.

INCREASE, ALTERATION AND REDUCTION OF CAPITAL

38. The Company may from time to time by ordinary Resolution increase the share Power to
capital by the creation of new shares of such amount as may be deemed increase
expedient. Capital

39. Where the Directors decide to increase the capital of the Company by the issue Offer of new
of further share capital, such shares shall be offered: shares

(a) to persons who, at the date of the offer, are members of the Company in
proportion to the existing shares held by sending a letter of offer subject to
the following conditions, namely—

(i) the shares so offered shall be strictly in proportion to the shares already
held in respective kinds and classes;

(ii) the letter of offer shall state the number of shares offered and limiting a
time not being less than fifteen days and not exceeding thirty days from the
date of the offer within which the offer, if not accepted, shall be deemed to
have been declined;

(iii) any member, not interested to subscribe, may exercise the right to
renounce the shares offered to him in favour of any other person, before the
date of expiry stated in the letter of offer; and

(b) subject to approval of the Commission, to any person on the basis of a

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 special resolution either for cash or for a consideration other than cash:

Provided that the value of non-cash asset, service, intellectual property shall
be determined by a valuer registered by the Commission.

40. If the whole or any part of the shares offered is declined or is not subscribed, Decline of offer
the Directors may allot such shares in such manner as they may deem fit within
a period of thirty days from the close of the offer or within such extended time
not exceeding thirty days with the approval of the Commission. Provided that
the Company may reserve a certain percentage of further issue for its
employees under ―Employees Stock Option Scheme to be approved by the
Commission.

41. Fractional shares shall not be offered to the members becoming entitled to such Fractional
fractional shares on the issue of new shares. Subject to the Companies (Further shares
Issue of Shares Regulations) 2018, as amended or substituted from time to
time, all fractions less than a share shall be consolidated and disposed of by the
Company and all the proceeds from such disposition shall be paid to such of the
entitled shareholders who may have accepted the offer for new shares.

42. Subject to any special rights or privileges for the time being attached to any Conditions for
issued shares the new shares shall be issued upon such terms and conditions, issue of new
and with such rights and privileges annexed shall be offered strictly in shares
proportion to the shares already held in respective kinds and classes.

43. Before the issue of any new shares, the Company in a General Meeting may Provisions
make provisions as to the allotment and issue of the new shares, and in relating to the
particular may determine that the same shall be issued either at par or at a new issue
premium or, subject to the provisions of Section 82 at a discount.

44. Except so far as otherwise provided by the conditions of issue or by these New shares to
presents, any capital raised by the creation of new shares shall be considered rank pari passu
part of the Original capital and shall be subject to the provisions herein with original
contained with reference to the transfer and transmission and otherwise. capital

45. The right as amongst various class of shares, if any, as to profits, votes and Rights amongst
other benefits shall be strictly proportionate to the paid up value of shares. various classes

46. The Company, subject to the provisions of Section 85, may by Special Alteration of
Resolution: Capital

a) increase its authorized capital by such amount as it thinks expedient;

b) consolidate and divide the whole or any part of its share capital into shares
of a larger denomination than its existing shares;

c) sub-divide its existing shares or any of them into shares of smaller amount
10
 than is fixed by the Memorandum of Association subject, nevertheless, to
provisions of (d) of sub-section (1) of Section 85;

d) cancel any shares which, at the date of passing of the resolution have not
been taken or agreed to be taken by any person, and diminish the amount of
its share capital by the amount of the share so cancelled.

47. The Company may (subject to the provisions of Section 85 and 87 to 96 both Reduction of
inclusive) from time to time by Special Resolution cancel, shares, which at the capital
date of the resolution in that behalf, have not been taken or agreed to be taken
by any person or reduce its capital by paying off capital or canceling capital
which has been lost or is unrepresented by available assets or otherwise as may
seem expedient.

VARIATION OF RIGHTS

48. The variation of the rights of shareholders of any class, where such alteration Power to vary
affects the substantive rights or liabilities of members or class of members shall rights
be carried only if a majority of at least three fourths of the members or class of
members affected by such alteration, as the case may be, personally or through
proxy vote for such alteration. Any such variation shall be effected in
accordance with Sections 38 and 59.

BORROWING POWERS

49. The Directors may from time to time at their discretion borrow and secure the Power to
payment of any sum or sums of money for the purposes of the Company, and borrow
may themselves lend to the Company on security or otherwise subject to the
provisions of the Act.

50. The Directors may secure the repayment of payment of any sum or sums in Conditions on
such manner and upon such terms and conditions in all respects as they think which money
fit, and in particular, i) by the creation of any mortgage or charge on the may be
undertaking or the whole or any part of the property, present or future, except borrowed
charge on any unpaid capital of the Company ii) by the issue of bonds perpetual
or redeemable debentures or debenture-stock or redeemable capital of the
Company charged upon all or any part of the property of the Company both
present and future, iii) issue of promissory notes, bills of exchange and issuance
bills, iv) furnishing guarantees and undertakings, depositing securities, shares
and documents of title, and v) appointing attorneys, giving them powers of
executing documents, having them registered, selling and managing all the
Company's properties, undertakings and business and furnishing or creating
such other securities as may be considered expedient; and for all or any of the
purposes aforesaid or otherwise execute, complete and deliver such agreements
and documents as may be required.
51. Debentures, debenture-stock, bonds, redeemable capital or other securities may Assignment of
be made assignable free from any equities between the Company and the securities
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 person to whom the same may be issued.

52. Any debentures, debenture-stock, bonds, redeemable capital or other securities Issue at
may be issued at a discount, premium or otherwise and with any special discount, etc.,
privileges as to redemption, surrender, drawings, allotment of shares, attending
and voting at General Meetings of the Company, appointment of Directors and
otherwise subject to the provisions of the Act.

53. The Directors shall cause a proper register of mortgages to be kept in Register of
accordance with Section 112, of all mortgages and charges specifically Mortgages
affecting the property of the Company, and shall duly comply with the
requirements of Section 100 and 101, in regard to the registration of mortgages
and charges therein specified, and otherwise and shall also duly comply with
the requirements of Section 107 as to keeping a copy of every instrument
creating any mortgage or charge by the Company at the Office, and the
requirements Section 109 to giving intimation of the payment or satisfaction of
any charges or mortgage created by the Company.

54. The Company shall keep a register of its debenture-holders. Every register of Register of
holders of Debentures of the Company may be closed for any period or periods Debenture
not exceeding in the whole thirty days in each year. Subject as aforesaid every holders
such Register shall be open to the inspection of the registered holder of any
such Debentures and of any member, but the Company may in General
Meeting impose any reasonable restrictions so that at least two hours in each
day are appointed for inspection.

55. Subject to the provisions of Section 74 (1) and 74 (5) no transfer of registered Instruments of
Debentures shall be registered unless a proper instrument of transfer duly Transfer
stamped and executed by the transferor and transferee has been delivered to the
Company together with the Certificate or Certificate of the Debentures.

56. If the Directors refuse to register the transfer of any Debenture, they shall, Notice of
within fifteen days or, where the transferee is a central depository, within five refusal to
days from the date on which the instrument of transfer was lodged with the register
Company send to transferee and the transferor notice of any defect or invalidity transfer
of the transfer deed causing the refusal.

57. The Company shall comply with the provisions of Section 112 as to allowing Inspection of
inspection of copies kept at the Office in pursuance of Section 107 and as to copies of
allowing inspection the register of mortgages to be kept at the Office in mortgages
pursuance of Section 112.

58. The Company shall comply with the provisions of Section 63 as to supplying Supplying
copies of any register of holders of Debentures or of any trust-deed for securing copies of
any issue of Debentures, on payment of the fee, as fixed by the Directors or register of
prescribed by law. holders of
Debentures.
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59. Holders of Debentures shall have the same right to receive and inspect the Right of
Financial Statements of the Company and the Reports of the Auditors and other Debentures
reports as are provided to the holders of Ordinary Shares in the Company. holders to
balance sheets,
etc.
RESERVE AND DEPRECIATION FUNDS

60. The Directors may from time to time before recommending any Dividend set Reserve fund
apart any and such portion of the profits of the Company as they think fit as a
Reserve Fund to meet contingencies or for the liquidation of any Debentures,
other redeemable capital, debts or other liabilities, of the Company, for
equalization of Dividends or for repairing, improving, and maintaining any of
the property of the Company, and for such other purposes of the Company as
the Directors in their absolute direction think conducive to the interests of the
Company; and may invest the several sums so set aside upon such investment
(other than shares of the Company) subject to the provision of Section 199 as
they may think fit, and from time to time deal with and vary such investments,
and dispose of all or any part thereof for the benefit of the Company, and may
divide the Reserve Fund into such special funds as they may think fit, with full
powers to employ the Reserve Funds or any part thereof in the business of the
Company, and that without being bound to keep the same separate from the
other assets.

61. The Directors may, from time to time before recommending any Dividend, set Depreciation
apart any and such portion of the profits of the Company, as they think fit as a fund
Depreciation Fund applicable at the discretion of the Directors, for providing
against any depreciation in the investments of the Company or for rebuilding,
restoring, replacing or for altering any part of the buildings, work, plant,
machinery or other property of the Company with full power to employ the
assets constituting such Depreciation Fund in the business of the Company, and
that without being bound to keep the same separate from other assets.

62. All moneys carried to the Reserve Fund and Depreciation Fund respectively Investment of
shall nevertheless remain and be profits of the Company available subject to money
due provisions being made for actual loss or depreciation for the payment of
Dividends and such moneys and all the other moneys of the Company not
immediately required for the purposes of the Company may be invested by the
Directors in or upon such investment of securities as they may select or may be
used as working capital or may be kept at any Bank on deposit or otherwise as
the Directors may from time to time think proper, subject to the provisions of
Sections 199 and to section 23(2) of the Ordinance.

GENERAL MEETINGS

63. The Company shall hold a Statutory Meeting within the period specified in Statutory
Section 131. meeting
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64. The First Annual General Meeting of the Company shall be held within one General
hundred and twenty days from the date of its incorporation and thereafter once Meeting
at least in every calendar year within a period of four Months following the
close of the financial year in accordance with the provisions of Section 132.

65. All General Meetings of the Company except those referred to in the preceding Extraordinary
two articles shall be called Extraordinary General Meetings. meetings

66. The Directors may, whenever they think fit, and they shall, on the requisition of Extraordinary
the holders of not less than one tenth of the voting power of the Company, meetings to be
forthwith proceed to convene an Extraordinary General Meeting and in the case called and
of such requisition the following provisions shall have effect. requisition

a) The requisition must state the objects of the meetings and must be signed
by the requisitionists and deposited at the Office of the Company.

b) If the Board of the Company does not proceed within twenty one days from
the date of the requisition being so deposited to cause a meeting to be
called, the requisitionists may themselves convene the meeting, but any
meeting so convened shall be held within ninety days from the date of the
deposit of the requisition.

c) Any meeting convened this Article by the requisitionists shall be convened

in the same manner as nearly as possible as that in which meetings are to be
convened by the Board.

d) A requisition by joint-holders of shares must be signed by all such holders.

67. Not less than twenty one days notice of every General Meeting to the members Notice of
specifying the place, day and hour of meeting with a statement of the business meeting
to be transacted at the meeting shall be given either by advertisement or by
notice sent by post or otherwise served as hereinafter mentioned and where it is
proposed to pass a special resolution, the intention to propose such resolution
as a special resolution shall be given. The Company may provide video-link
facility to its members for attending general meeting at places other than the
town in which general meeting is taking place after considering the
geographical dispersal of its members.

Provided that if the members holding ten percent of the total paid up capital or
such other percentage of the paid up capital as may be specified, are resident in
any other city, the Company shall provide the facility of video-link to such
members for attending annual general meeting of the Company, if so required
by such members in writing to the Company at least seven days before the date
of the meeting.

68. Where any special business is to be transacted at a General Meeting, there shall Special business
14
 be annexed to the notice of the meeting a statement setting out all material facts
concerning such business, including in particular, the nature and extent of the
interest, if any, therein of every Director, whether directly or indirectly, and,
where any item of business consists of the according of any approval to any
document by the meetings, the time when and the place where the document
may be inspected shall be specified in the statement.

69. The accidental omission to give any such notice to or the non receipt of notice Omission to
by any of the members shall not invalidate the proceedings at any such give notice
meeting.

PROCEEDINGS AT GENERAL MEETINGS

70. The business of an Annual General Meeting shall be to receive and consider the Business of
Financial Statements, the Reports of the Directors and of the Auditors, to elect ordinary
Directors in the place of those retiring, to appoint Auditors and fixing their meeting and
remuneration, to declare Dividends and to transact any other business which special business
under these presents ought to be transacted at an Annual General Meeting. All
other businesses transacted at any Annual General Meeting and all business
transacted at an Extraordinary General Meeting shall be deemed special.

71. Ten members present in person or through video-link representing not less than Quorum
twenty five percent of the total voting power either of their own account or as
proxies shall be a quorum for a General Meeting.
Quorum to be
72. No business shall be transacted at any General Meeting unless the quorum present when
requisite shall be present at the commencement of the business. business
commenced
73. The Chairman of the Directors shall be entitled to take chair at every General Chairman of
Meeting or if there be no such Chairman or if at any meeting he shall not be General
present within fifteen minutes after the time appointed for holding such Meeting
meetings, or is unwilling to act, the members present shall choose another
Director as Chairman, and if no Director be present or if all the Directors
present decline to take the Chair, then the members present shall choose one of
their member to be the Chairman.

74. If within half-an-hour from the time appointed for the meeting a quorum be not When, if
present, the meeting if convened upon requisition of member shall be quorum not
dissolved, but in any other case it shall stand adjourned to the same day in the present,
next week at the same time and place, and if at such adjourned meeting a meeting to be
quorum be not present, those members who are present, not being less than dissolved and
two, shall be a quorum and may transact the business for which the meeting when to be
was called. adjourned

75. Chairman may, with the consent of any meeting (and shall if so directed by Adjournment
meeting) adjourn any meeting from time to time and from place to place, but no of meeting
business shall be transacted at any adjourned meeting other than the business
15
 left unfinished at meeting from which adjournment took place. When a meeting
is adjourned for fifteen days or more, notice of adjourned shall be given as in
case of an original meeting. Save as aforesaid, it shall not be necessary to give
any notice of an adjournment or business to be transacted at an adjourned
meeting.

76. At any General Meeting a resolution put to the vote of the meeting shall be Demand for
decided on a show of hands unless a poll is (before or on the declaration of poll
result of the show of hands) demanded. Unless a poll is so demanded a
declaration by the Chairman that a resolution has, on a show of hands, been
carried or carried unanimously, or by a particular majority, or lost, and an entry
to that effect in the book of the proceedings of the Company shall be conclusive
evidence of the fact, without proof of the number of proportion of the votes
recorded in favour of or against the resolution.

At any general meeting, the Company shall transact such businesses as may be
notified by the Commission, only through postal ballot.

A poll may be demanded only in accordance with the provisions of Section 143.

If a poll is duly demanded, it shall be taken in accordance with the manner laid
down in Sections 144 and 145 and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded.

A poll demanded on the election of the Chairman or on a question of

adjournment shall be taken at once.

77. The Chairman shall have the power to regulate the manner in which a poll shall Manner of
be taken. The result of the poll shall be deemed to be the resolution of the taking of poll
meeting at which the poll was demanded. The demand of a poll may be
withdrawn at any time. In case of any dispute as to the admission or rejection of
a vote, the Chairman shall determine the same, and such determination made in
good faith shall be final and conclusive.

a) The Company shall comply with the mandatory e-voting / postal ballot
requirements under the provisions of SECP's Regulations issued on e-
voting / postal ballot (including any statutory modification thereof), as
amended from time to time and in the case of e-voting, both members and
non-members can be appointed as Proxy. The members opting for e-voting
will be required to communicate their intention to opt for e-voting and
demand of poll for resolutions through an instrument of e-voting to the
Company according to SECP's regulations. The Company will arrange for
e-voting if the Company receives demand for poll from such number of
members as prescribed in SECP's regulations.

78. Any poll duly demanded on the election of Chairman of a meeting or on a Poll taken
question of adjournment shall be taken forthwith and a poll demanded on any without
16
 other question shall be taken at such time, not more than fourteen days from the adjournment
day on which it was demanded, as the Chairman of the meeting may direct.

79. The demand of a poll shall not prevent the continuance of a meeting for the Business may
transaction of any business other than the question on which a poll has been proceed not
demanded. withstanding
demand of poll
80. In case of any equality of votes, whether on a show of hand or on a poll, the Casting Vote
Chairman of Meeting at which show of hands takes place or at which poll is
demanded, shall be entitled to a casting vote in addition to vote or votes to
which he may be entitled as Member.

VOTES OF MEMEBRS

81. On a show of hands every member present in person or through video-link or Votes of
through postal ballot or by Proxy shall have one vote and upon a poll every members
member present in person or by Proxy shall have one vote for every share held
by him, except for election of Directors in which case the provisions of Section
159 shall apply, provided that no body corporate shall vote by proxy so long as
resolution of its Directors in accordance with the provisions of Section 138 is in
force.

82. a) A corporation or any other company registered under the Act or under Representation
any other repealed Companies law, where such corporation or such of Corporation
other company, is a member of the company may, by resolution of its and Company
directors, authorize any of its officials or any other person to act as its
representative at any meeting of the company, and the person so
authorised shall be entitled to exercise the same powers on behalf of
such corporation or such other company as if he were an individual
shareholder of the company.

b) any other corporation or company which is the creditor of the company Representation
may authorize any of its officials or any other person to act as its of creditors
representative at any meeting of the creditors of the Company held in
pursuance of the Act or any other meeting to which it is entitled to
attend in pursuance of the provisions contained in any debenture or trust
deed or any other document and the person so authorised shall be
entitled to exercise the same power as are available to such corporation
or such other company which he represents.

c) the Federal Government or a Provincial Government, if member of the Representation

Company, may appoint such person as it thinks fit to act as its of Federal
representative at any meeting of the Company or at any meeting of any Government,
class of members of the Company. The persons appointed shall be etc.
deemed to be a member of the Company and shall be entitled to
exercise the same rights and powers, including the right to appoint
Proxy, as the Federal Government or the Provincial Government may
17
 exercise as a member of the Company.

83. Any person entitled under the Transmission Article to transfer any shares may Vote in respect
vote at any General Meeting in respect thereof in the same manner as if he were of deceased,
the registered holder of such shares, provided that forty eight hours at least insane and
before the time of holding of the meeting or adjourned meeting as the case may insolvent
be at which he proposes to vote he shall satisfy the Directors of his right to members
transfer such shares, or the Directors have previously admitted his right to vote
at such meeting in respect thereof. If any member be a lunatic, idiot or non
compos mentis, he may vote whether by a show of hands or at poll by his
committee, curator bonus or other legal curator and such last mentioned
persons may give their votes by Proxy.

84. Where there are joint registered holders of any share any one of such persons Joint-holders
may vote at any meeting either personally or by Proxy in respect of such share
as if he were solely entitled thereto; and if more than one of such joint holders
be present at any meeting either personally or by Proxy, that one of the said
persons so present whose name stands first on the Register in respect of such
share shall alone be entitled to vote in respect thereof. Several executors or
administrators of a deceased member in whose name any share stands shall for
the purposes of these Articles be deemed joint holders thereof.

85. Votes may be given either personally or by Proxy, or in the case of a company, Proxies
by a representative duly authorised as aforesaid.

86. The instrument appointing a Proxy shall be in writing under the hand of the Instrument
appointer or of his Attorney duly authorised in writing or if such appointer is a appointing
corporation under its common seal or the hand of its Attorney. A Proxy who is Proxy to be in
appointed for a specified meeting only shall be called a Special Proxy. Any writing
other Proxy shall be called a General Proxy. No person shall be appointed a
Proxy who is not a member of the Company and qualified to vote.

87. The instruments appointing a Proxy and the Power-of-Attorney or other Deposit of
authority (if any), under which it is signed or a notarially certified copy of that Instrument of
power or authority, shall be deposited at the Office not less than forty eight Proxy
hours before the time for holding the meeting at which the person named in the
instrument proposes to vote, and in default the instrument of Proxy shall not be
treated as valid.

88. A vote given in accordance with the terms of an instrument appointing a Proxy Validity of
shall be valid notwithstanding the previous death or insanity of the principal or votes by Proxy
revocation of the instrument or transfer of the share in respect of which the vote and revocation
is given, provided no intimation in writing of the death, insanity, revocation or
transfer of the share shall have been received at the Office before the meeting.
Provided nevertheless that the Chairman of any meeting shall be entitled to
require such evidence as he may in his discretion think fit of the due execution
of an instrument of Proxy and that the same has not been revoked.
18
89. Every instrument appointing a Special Proxy shall as nearly as circumstances Instrument
will admit, be in the form or to the effect given in Article 92 and shall be appointing a
retained by the Company. special Proxy

ASKARI BANK LIMITED. Form of Special

Proxy
90. I, _____ of _____ being a member of _____ hereby appoint _____ of ______
(or _____ failing _____ (or _______ (failing him ______ of _______) as may
Proxy in my absence to attend and vote for me, and on my behalf at the
(Statutory, Annual or Extraordinary, as the case may be) General Meeting of
the Company to be held on the day of and at any adjournment thereof. As
witness my hand this ____ day of ___ 19 ___ signed by the said.

a) An instrument of proxy in relation to e-voting shall be in the following form:

I/We, ____ of _____, being a member of Askari Bank Limited, holder of ____
Shares(s) as per Register Folio No. ___ hereby opt for e-voting through
Intermediary and hereby consent the appointment of Execution Officer ____ as
proxy and will exercise e-voting as per SECP's Regulations and hereby
demand for poll for resolutions.

My secured e-mail address is _____, please send login details, password and
electronic signature through e-mail.

Signed in the presence of: Signature of member

Signature of witness # 1 Signature of witness # 2
Name of witness # 1 Name of witness # 2
CNIC # of witness # 1 CNIC # of witness # 2

The proxy e-voting form shall be required to be witnessed by two persons

whose names, addresses and CNIC numbers shall be mentioned on the form.

91. Any member whose name is entered in the Register of the Company shall enjoy Rights and
the same rights and be subject to the same liabilities as all other members of the Liabilities of
same class. Registered
Member
92. No objection shall be made to validity of any vote except at a Meeting or poll at Validity of Vote
which such vote shall be tendered, and every vote whether given personally or
by Proxy not disallowed at such Meeting or poll shall be deemed valid for all
purposes of such Meeting or poll whatsoever.

93. The Chairman of any Meeting shall be sole judge of validity of every vote Chairman to be
tendered at such Meeting and at taking of a poll he shall be sole judge of sole judge
validity of every vote tendered at such poll.

19
 DIRECTORS

94. There shall be not less than seven Directors of the Company. The Directors Number of
shall fix the number of Directors to be elected in the General Meeting not later Directors
than thirty five (35) days before the convening of such General Meeting at
which Directors are to be elected, and the number so fixed shall not be changed
except with prior approval of the General Meeting of the Company in which
the election is to be held.

94A. The State Bank may appoint not more than one person to be a director of the Appointment of
Company, whether or not he holds any qualification shares under Section 15A Director by
of the Ordinance. A director, not being the chief executive, nominated under State Bank
Section 15A of the Ordinance, shall not hold office for more than six
consecutive years, unless an exemption has been obtained from the State Bank
of Pakistan in this regard. A director of the Company vacating office in
pursuance hereof shall not be eligible for re-election as a director of the
Company unless a period of three years has elapsed since the date on which he
so vacated his office.

95. No person shall be appointed as Director of the Company who is ineligible to Eligibility of
be appointed as Director on any one or more of the grounds enumerated in Directors
Section 153, or any other law for the time being in force. The number of
Directors shall not in any case be less than that specified in Section 154.

96. Following shall be the first Directors of the Company:- First Directors

1. Lt. Gen. Ghulam Mohammad Malik

2. Maj. Gen. (Retd.) Saiyid Faheem Haider Rizvi
3. Brig. (Retd.) Syed Jafar Husain
4. Brig. (Retd.) Syed Fazal-ur-Rehman
5. Brig. (Retd.) Mohammad Faruq
6. Brig. (Retd.) Khalid Latif
7. Mr. Zafar Alam Khan Sumbal
8. Mr. Mohammad Saeed Khan
9. Mr. Shahid Hafeez Azmi
10. Mr. Sultan Ahmed Abbasi

97. Subject to the provisions of Section 153 of the Act, the qualification of a Qualification of
Director shall be the holding of at least five hundred shares in his own name. Directors

98. First Directors shall stand retired at the first Annual General Meeting of Retirement of
Company and the Directors elected at the First Annual General Meeting or Directors
thereafter shall hold office for three years after their election. A retiring
Director shall continue to perform his functions until his successor is appointed.
The retiring Directors shall be eligible for re-election.
20
 99. Any person who seeks to contest an election to the office of the Directors, shall, Candidate for
whether he is a retiring Director or otherwise file with the Company, not later office of
than fourteen days before the date of the meeting at which elections are to be Director must
held, a notice of his intention to offer himself for election as a Director, give notice
provided that any such person may, at any time before the holding of election
withdraw such notice. The notice shall be transmitted by the Company to the
members not later than seven days before the date of the meeting.

100. The Directors shall be elected by members of the Company in General Meeting Election of
in the following manner, namely: Directors

a) a member shall have such number of votes as is equal to the product of the
number of voting shares held by him and the number of Directors to be
elected;

b) a member may give all his votes to a single candidate or divide them
between more than one of the candidates in such manner as he may choose;
and

c) the candidate who gets the highest number of votes shall be declared
elected as Director and then the candidate who gets the next highest number
of votes shall be so declared and so on until the total number of Directors to
be elected has been so elected.

100A. The State Bank may, by order, require the Company to call a general meeting Election of New
of the shareholders of the Company within such time, not less than two Directors under
months from the date of the order, as may be specified therein or within such the Ordinance
further time as the State Bank may allow in this behalf, to elect in accordance
with the voting rights permissible under the Ordinance fresh directors, and the
Company shall be bound to comply with the order. Every director elected
hereunder shall hold office until the date up to which his predecessor would
have held office, if the election had not been held.

101. A Director may retire from his office upon giving one Month's notice in writing Resignation of
to the Company of his intention to do so, and such resignation shall take effect Director
upon expiration of such notice or on its earlier acceptance by the Directors.

102. Any casual vacancy occurring among the Directors may be filled up the Director may
Directors but any person so chosen shall retain his office so long only as the fill up casual
vacating Director would have retained the same if no vacancy had occurred. vacancies
Any casual vacancy on the Board of the Company shall be filled up by the
Directors at the earliest but not later than ninety days from the date, the
vacancy occurred.

103. A Director elected in a accordance with the provision of the Articles may only Renewal of
be removed either by the State Bank of Pakistan in accordance with the Director
21
 provisions of the Ordinance or by a resolution of the Company in General
Meeting but such a resolution shall not be deemed to have been passed if the
number of votes cast against it is equal to, or exceeds:

a) the total number of votes for the time being computed in the manner laid
down in sub-section (5) of Section 159 divided by the number of Directors
for the time being, if the resolution relates to removal of a Director
appointed under Sections 157, 161 or Section 162 or where the directors
were elected unopposed; or

b) the minimum number of votes that were cast for the election of a Director
at the immediately preceding election of Directors, if the resolution relates
to removal of a Director elected in the manner provided in sub-section (5)
of Section 159.

104. No person shall become the Director of the Company if he suffers from any of Vacation of
the disabilities or disqualifications mentioned in Section 153 or is disqualified office of
or debarred from holding such office under any of the provisions of the Act as Director
the case may be and, if already a Director, shall cease to hold such office from
the date he so becomes disqualified or disabled. The office of a Director shall
ipso facto be vacated if

a) He becomes ineligible to be appointed a Director on any one or more of

the grounds enumerated in Section 153;

b) He or any firm of which he is a partner or any private Company of which

he is Director;

i) without the sanction of the Company in General Meeting accepts or

holds any office of profit under the Company other than that of Chief
Executive of legal or technical adviser; or

ii)accepts a loan or guarantee from the Company in contravention of

Section 182; or

c) He absents himself from three consecutive meetings of the Board without

seeking leave of absence; or

d) He acts in contravention of Section 183 and 205 of the Act; or

e) He commits any offense punishable under the Pakistan Penal Code, 1860
and being under the provisions of the Criminal Procedure Code, 1898 non
bailable; or

f) By notice in writing to the Company he resigns his office; or

g) He is removed from office by a Resolution of the Company in General

22
 Meeting; or

h) He suspends payment to or compounds with the creditors.

i) He has failed to pay any advance or loan or any instalment thereof or

interest thereon or any amount due on any guarantee, or to do or perform
any act agreed to or undertaken in writing to be done or performed by him
and such failure continues for a period of one Month after notice in
writing has been served on him by the Company.

j) If he is a common director or is otherwise prohibited from being a director

under section 20 of the Ordinance.

Provided, however, that no Director shall vacate his office by reason only of his
being a member of any company which has entered into contracts with, or done
any work for, the company of which he is director, but such Director shall not
vote in respect of any such contract or work, and if he does so vote, his vote
shall not be counted.

105. Continuing Directors may act notwithstanding any vacancy in their body, but Directors may
so that if the number falls below the minimum fixed, the Directors shall not, act
except for the purpose of filling up vacancies or for summoning a General notwithstanding
Meeting of the Company, act so long as the number is below minimum. vacancy

106. Every Director, other than President & Chief Executive or Executive Director, Remuneration
shall be entitled to be paid a fee as decided by the Board for attending Board / of Directors
Board Committee meetings. Every Director shall be entitled to be reimbursed
expenses incurred in consequences of his attendance at meetings of the
Directors.

107. A Director of the Company may be or become a Director of any Company Directors of the
promoted by the Company or in which it may be interested as a vendor, Company may
shareholder or otherwise, and no such Director shall be accountable for any be appointed as
benefits received as a Director or member of such Company. Director of a
Subsidiary
108. Directors shall have power at any time and from time to time to appoint any Technical /
person as Technical/Executive Directors and such Technical/Executive Executive
Directors may be appointed only for a fixed period on such special Directors
remuneration as may be determined by the Board. The number of such
Directors appointed shall not be counted within minimum or maximum fixed
for number of Directors in these Articles. Such Technical/Executive Directors
would be the senior executives of the Company and will not have any
representation on the Board of the Company unless specially invited by the
members to assist them in the proceedings of the meeting of the Board of
Directors of the Company.

109. The Company shall keep at the Office a Register of its Directors, Managers and Register of

23
 Chief Executive containing the particulars required by Section 197 and the Directors and
Company shall otherwise comply with the provisions of that Section as regards notification of
furnishing returns to the Registrar and allowing inspection of the Register. changes to
Registrar

110. Subject to the provisions of Section 183(2)(f), 205, 207 and 209 of the Act and Directors may
Regulation 16 of the Listed Companies (Code of Corporate Governance) contract with
Regulations, 2017 (as amended or substituted from time to time) and Company
Regulation G-2 of the State Bank of Pakistan’s Prudential Regulations on
Corporate/Commercial Banking, the Directors shall not be disqualified from
contracting with the Company either as vendor, purchaser or otherwise. Nor
shall any such contract or arrangement entered into by or on behalf of the
Company with any Company or partnership of or in which any Director shall
be a member or otherwise interested be avoided, nor shall any Director so
contracting or being such member or so interested be liable to account to the
Company for any profit realized by any such contract or arrangement by reason
of such Director holding that office or of the fiduciary relation thereby
established, provided that the nature of their or his interest must be disclosed by
them or him at the meeting of the Directors at which the contract or
arrangement is determined, if the interest then exist, or in any other case at the
first meeting of the Directors after the acquisition of the interest. Provided
nevertheless that no Director shall vote on such contract or arrangement in
which he is so interested as aforesaid, and if he do so vote, his vote shall not be
counted but he shall be entitled to be present at the meeting during the
transaction of the business in relation to which he is precluded from voting
although he shall not be reckoned for the purpose of ascertaining whether there
be a quorum of Directors present, provided that a Director with a material
personal interest in a matter shall not be entitled to be present at the meeting
while that matter is being considered. This provision shall not apply to any
contract by or on behalf of the Company to give to the Directors or any of them
an indemnity against any loss which they or any of them may suffer by reason
of becoming or being sureties for the Company. A general notice that any
Director is a Director or a member of any specified Company or is partner of
any specified firm and is to be regarded as interested in any subsequent
transactions under this Article be sufficient disclosure under this article and
after such general notice it shall not be necessary to give any special notice
relating to any particular transaction with such firm or Company. Any such
general notice shall expire at the end of the financial year in which it is given
but may be renewed for further period of one financial year at a time by a fresh
notice given in the last Month of the financial year in which it will otherwise
expire. No such general notice, and no renewal thereof shall be of effect unless
either it is given at the meeting of Directors or the Director concerned takes
reasonable steps to ensure that it is brought up and read at the first meeting of
the Directors after it is given.
111. A register of contracts shall be kept by the Directors in which shall be entered
particulars of all contracts or arrangements having Directors interest, and which Register of
shall be open to inspection by any member of the Company at the Office during contracts
24
 business hours.

112. (1) The Company shall not : Loans to

Directors
(a) make any loans or advances against the security of its own
shares; or

(b) grant unsecured loans or advances to, or make loans and

advances on the guarantee of,—

(i) any of its Directors;

(ii) any of the family members of any of its Directors;

(iii) any firm or private company in which the Company or any

of the persons referred to in sub-clause (i) or sub-clause (ii)
is interested as director, proprietor or partner; or

(iv) any public limited company in which the Company or any of

the persons as aforesaid is substantially interested.

(2) The Company shall not make loans or advances to any of its Directors or
to individuals, firms or companies in which it or any of its Directors is
interested as partner, director or guarantor, as the case may be, without
the approval of the majority of the Directors of the Company, excluding
the Director concerned, subject to the approval of the members of the
Company and approval of the Commission.

113. The Board of the Company shall within fourteen (14) days from the date of Election of
election of Directors, appoint a Chairman from among the non-executive Chairman
Directors who shall hold office for a period of three (3) years unless he earlier
resigns, becomes ineligible or disqualified under the Act or removed by the
Directors. The Board shall define the role and responsibilities of the Chairman
who shall, if so specified by the Commission pursuant to Section 192 of the
Act, not be the same individual as the Chief Executive. The Chairman shall be
responsible for leadership of the Board and ensure that the Board plays an
effective role in fulfilling its responsibilities. Every Financial Statement
circulated under Section 223 of the Act shall contain a review report by the
Chairman on the overall performance of the Board and effectiveness of the role
played by the Board in achieving the Company's objectives .

PROCEEDINGS OF DIRECTOS

114. Directors may meet together at least once in each quarter of a year for despatch Directors
of business, adjourn and otherwise regulate their meeting as they think fit. Meeting
25
115. The quorum of Directors meeting shall be at least one third of their number or 5 Quorum
Directors present in person whatsoever is greater and the participation of the
Directors by video conferencing or by other audio visual means shall also be
counted for the purposes of quorum. If all the Directors except one are
disqualified from voting, the matter should be decided in the General Meeting.

116. A Director may at any time convene a meeting of the Directors. It shall not be Directors may
necessary to give notice of a meeting of the Directors to a Director who is not summon
for the time being present in Pakistan. meeting

117. Questions arising at any meeting shall be decided by a majority of votes and in How questions
case of an equality of votes the Chairman shall have a second or casting vote. to be decided

118. A meeting of the Directors for the time being at which a quorum be present Powers of
shall be competent to exercise all or any of the authorities, powers and Directors
discretions by or under these Articles for the time being vested in or exercisable
by the Directors generally.

119. In the event of the absence of the Chairman from the place where meetings are Nomination by
normally held he may nominate in writing any other Director to act as Chairman
Chairman during his absence but such nomination shall be revocable at any
time by the Chairman and shall in any case cease to be operative on his return.
If at any meeting the Chairman or his nominee is not present the Directors
present shall choose one of their number to be Chairman for that particular
meeting.

120. The Directors may from time to time delegate any of their powers to Delegation of
committees consisting of such member or members of their body as they think powers to
fit, and may from time to time revoke such delegation. Any committee so committee
formed shall, in the exercise of the powers so delegated, conform to any
regulations that may from time to time be imposed upon it by the Directors.

121. The meeting and proceeding of any such committee consisting of two or more Proceeding of
members shall be governed by of the provision herein contained for regulating committee
the meetings and proceedings of the meetings Directors so far as the same are
applicable thereto, and are not superseded by any regulations made by the
Directors under the last preceding Article.

122. All acts done by any meeting of the Directors or by a Committee of Directors Acts of
or by any person acting as a Director shall notwithstanding that it shall Directors for
afterwards be discovered that there was some defect in the appointment of such Committee
Directors or persons acting as aforesaid, or that they or any of them were valid not
disqualified be as valid as if every such person had been duly appointed and withstanding
was qualified to be a Director. Provided that nothing in this Article shall be defective
deemed to give validity to acts done by a Director after the appointment of such appointment,
Directors has been shown to be invalid. etc.
26
123. Except for the matters specified in Section 183 of the Act a resolution in Resolution
writing signed or initialed by all the Directors for the time being in Pakistan without board
(not being less than two Directors) shall be as valid and effectual as if it has meeting valid
been passed at a meeting of the Directors duly called and constituted.

124. Upon a waiver duly signed by all Directors entitled to notice of meeting all acts Waiver for
done in a Meeting of Directors shall be valid notwithstanding any irregularity defect in Notice
in notice of such Meeting.

125. The Directors shall cause minutes to be duly entered in books provided for the Minutes
purpose:

a) of the names of the persons present at each meeting of the Directors and
of any Committee of Directors, and the general meeting;

b) of all orders made by Directors and by Committee of Directors; and

c) of all resolutions and proceedings of General meetings and of Meetings

of Directors and of Committee of Directors which will be authenticated
by the Chairman of the meeting.

POWER AND DUTIES OF DIRECTORS

126. The control of the Company shall be vested in the Directors and business of the General Power
Company shall be managed by the Directors who in addition to power and of Company
authorities by these presents or otherwise expressly conferred upon them, may vested in
exercise all such powers and do all such acts things as may be exercised or Directors
done by the Company and are not hereby or by statue law expressly directed or
required to be exercised or done by the Company in General Meeting but
subject nevertheless to the provisions of any statue law and of these presents
and to any regulation not being inconsistent with these presents from time to
time made by the company in General Meeting; provided that no regulation so
made shall in-validate, any prior act of the Directors which would have been
valid if such regulation had not been made.

127. Without prejudice to the general powers conferred by the last preceding Article Specific powers
and to any other powers or authorities conferred by the presents on the given to
Directors, it is hereby expressly declared that the Directors shall have the Directors
following powers. that is to say, power:

a) To pay costs, charges and expenses preliminary and incidental to To pay

promotion, formation, establishment and registration of the Company preliminary
and also to pay promoter all cost and charges they may have incurred in expenses
acquiring properties, machinery or other rights which the Company may
take over from them:
27
b) To purchase or otherwise acquire for the Company any property, rights To acquire and
or privileges which the Company is authorized to acquire at such price dispose off
and generally on such terms and conditions as they think fit, and subject property and
to the provisions of Section 183 to sell, let, exchange or otherwise rights
dispose off absolutely or conditionally any part of the property,
privileges and undertaking of the Company upon such terms and
conditions, and for such consideration as they may think fit.

c) At their discretion to pay for any property. rights, privileges acquired by To pay for
or services rendered to the Company either wholly or partially in cash or property in
in shares (subject to Section 83) Debentures, or other securities of the debentures, etc.
Company, and any such shared may be issued as fully paid up any such
bonds, Debentures, or other securities, may be either specially charged
upon all or any part of the property of the Company or not so charged.

d) To make, draw, endorse, sign, accept, negotiate and give all cheques, To draw bills,
drafts, orders, bills of exchange, Government of Pakistan and other etc.
promissory notes and other negotiable instrument required in the
business of the Company.

e) To secure the fulfillment of any contracts, agreements or engagements To secure

entered into by the Company by mortgage or charge of all or any of the contracts by
property of the Company or in such other manner as they may think fit. mortgage, etc.

f) To appoint and at their discretion remove or suspend such agent, To appoint

manager, secretaries, officers, clerks and employees for permanents, officers, etc.
temporary or special services as they may from time to time think fit,
and to determine their powers and duties and fix their salaries or
emoluments and to require security in such instances and to such
amount as they think fit.

g) To appoint any person or persons (Whether incorporated or not) to To appoint

accept and hold in trust for the Company any property belonging to the persons to hold
Company or in which it is interested or for any other purpose, and to in trust
execute and do all such deeds, documents and things as may be requisite
in relation to any such trust and to provide for the remuneration of such
trustee to trustees.

h) Subject to the provisions of Section 183(3)(c), to institute conduct, To bring and

defend, compound or abandon any legal proceeding by or against the defend actions,
Company or its officers or otherwise concerning the affairs of the etc.
Company and also to compound and allow time for payment or
satisfaction of any debts due and of any claims or demands by or against
the Company.

28
i) To refer any claims or demands by or against the Company to To refer to
arbitration and observe and perform the awards. arbitration

j) To make and give receipts, release and other discharges for money To give receipts
payable to the Company and for the claims and demands of the
Company.

k) To act on behalf of the Company in all matters relating to bankrupts and To act in matters
insolvents. of bankrupts and
insolvents
l) To determine who shall be entitled to sign on the Company's behalf To authorize
bills, notes, receipts, acceptance, endorsements, cheques, releases, acceptance, etc.
contracts and documents.

m) From time to time to provide for the management of the affairs of the To establish
Company either in different parts of Pakistan or elsewhere in such branch office
manners as they think fit, and in particular to establish branch office and and appoint
to appoint any person as the Agent of the Company with such powers agents
(including power to sub-delegate) and upon such terms as may be
thought fit.

n) Subject to the provisions of Sections 86,182 and 199 to invest and deal To invest
with any of the moneys of the Company not immediately required for moneys
the purposes thereof upon such securities (not being shares in this
Company) and in such manner as they may think fit and from time to
time to vary or realize such investments.

o) Subject to Section 180 to execute in the name and on behalf of the To give security
Company in favour of any Director or other person who may incur or be by way of
about to incur any personal liability for the benefit of the Company such indemnity
mortgages of the Company's property (present and future) as they think
fit and any, such mortgages may contain a power of sale and such other
powers covenants and provisions as shall be agreed on.

p) To give to any person employed by the Company, a commission on the To give

profits of any particular business transaction or a share in the general percentage
profits of the Company and such commission or shares or profits shall
be treated as part of the working expenses of the Company.

q) From time to time make, vary and repeal laws for the regulation of the To make by-
business of the Company, its officers and employees. laws

r) To enter into all such negotiations and contracts and rescind and vary all To make
such contracts and execute and do all such acts, deeds and things in the contracts, etc.
name and on behalf of the Company as they may consider expedient for
or in relation to any other matters or otherwise for the purposes of the
Company.
29
 s) To establish, maintain, support and subscribe to any charitable and To establish
public object, and any institution, society, or club which may be for the and support
benefit of the Company or its employees or may be connected with any charitable
town or place where the Company carries on business; to give pensions, objects
gratuities or charitable aid to any person or persons who have served the
Company or to the wives, children or dependents of such person or
persons, that may appear to the Director just or proper, whether any
such person, his widow, children or dependents have or have not a legal
claim upon the Company.

t) Subject to the provisions of Section 218 and 225, before recommending To set aside
any Dividends to set aside portions of the profits of the Company to profit for
form a Fund to provide for such pensions, gratuities, or compensation; Provident Fund
or to create any Provident or Benefit Fund in such or any other manner
as to Directors may seem fit.

u) To make and alter rules and regulations concerning the time and Payment of
manners of payment if the contributions of the employees and the employees
Company respectively to any such Fund and the accrual, employment, benefits to
suspension and forfeiture of the benefits of the said Fund and the funds, etc.
application and disposal thereof, and otherwise in relation to the
working and management of the said funds as the Directors shall from
time to time think fit subject to the provision of Section 218.

v) Subject to the provision of the Act, to delegate all or any of the powers To delegate
hereby conferred upon them to such person as they may from time to powers
time think fit.

128. Directors may from time to time by powers of attorney under Seal appoint any Appointment of
Company, firm or person, or any fluctuating body persons, Whether nominated Attorneys
directly or indirectly by Directors to be Attorney or Attorneys of the Company
for such purpose and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these presents)
and for such period and subject to such conditions as they may think fit, and
any such power of attorney may contain such provisions for protection and
convenience of persons dealing with any such Attorney as the Directors may
think fit and may also authorize any such Attorney to sub delegate all or
powers, authorities and discretions vested in him.

128A. The Directors shall duly comply with the provisions of the Act, or any Compliance
statutory modification thereof for the time being in force, and in particular with with the Act
the provisions in regard to the registration of the particulars of mortgages, and Ordinance
charges and pledge affecting the property of the Company or created by it, to
the keeping of a register of the Directors, and to the sending to the registrar of
an annual list of members, and a summary of particulars relating thereto and
30
 notice of any consolidation or increase of share capital, or sub-division of
shares, and copies of special resolutions and a copy of the register of Directors
and notifications of any changes therein. The Directors shall further comply
with the Ordinance and with the applicable State Bank of Pakistan’s Prudential
Regulations.

CHIEF EXECUTIVE

129. The name of the first Chief Executive shall be determined by the subscribers of Power to
the memorandum and his particulars specified under Section 197 shall be appoint Chief
submitted along with documents for the incorporation of the Company, subject Executive
to the approval of the State Bank of Pakistan.

130. No person who is ineligible to become a Director of the Company shall be Ineligibility of
appointed or continue as the Chief Executive. Chief Executive

131. The Chief Executive shall be deemed to be its Director and be entitled to all the Chief Executive
rights and privileges, and subject to all the liabilities of that office. deemed to be
Director
132. The first Chief Executive appointed as aforesaid shall, unless earlier resigns or Chief Executive
otherwise ceases to hold office, hold office up to the first Annual General to hold office
Meeting or, if a shorter period is fixed by the subscribers at the time of his till first Annual
appointment, for such period. General
Meeting

133. Within fourteen days from the date of first election of Directors or the office of Term of office
the Chief Executive falling vacant, as the case may be the Board shall appoint of subsequent
any person, including an elected Director to the Chief Executive, but such Chief Executive
appointment shall not be for a period exceeding three years from the date of
appointment. The Directors shall appoint the Chief Executive in accordance
with the provisions of Sections 186 and 187.

134. On the expiry of his term of office the Chief Executive shall be eligible for Eligibility of
reappointment. reappointment

135. The retiring Chief Executive will continue to perform his functions until his Chief Executive
successor is appointed unless non-appointment of his successor is due to any to continue
fault on his part or his office is expressly terminated. until successor
appointed

136. The Board of the Company by resolution passed by not less than three-fourths Removal of
of the total number of Directors for the time being, or the Company by a special Chief Executive
resolution, may remove a Chief Executive before the expiration of his term of
office notwithstanding anything contained in these Articles or any agreement
between the Company and such Chief Executive.

31
137. The Chief Executive shall receive such remuneration (whether by way of Remuneration
salary, commission, participation in profits, allowances, perquisites, etc., or of Chief
partly in one way partly in another as the Board may fix, subject to the Federal Executive
Government, Finance Division Notification SRO.No.572 (i)/82 dated 14th June
1982, or any modification in that behalf for the time being in force.

ALTERNATE DIRECTORS

138. A Director may, with the approval of the Directors, appoint an Alternate Power to
Director to act for him during his absence from Pakistan for not less than three appoint
Months and such appointment shall have the effects and such appointee while Alternate
he holds office of Alternate Director shall be entitled to notice of meeting, of Director
the Directors and to attend and vote there at accordingly. The Alternate
Director shall ipsofacto vacate office as and when the Director appointing him
return to Pakistan or removes appointee from office. Any appointment and
removal under the Article should be effective by notice in writing under the
hand of the Director making the same.

139. An Alternate Director shall, in the absence of a direction to the contrary in the Alternate
instrument appointing him, be entitled to receive notice in the vote at Board Director
meeting of the Company on behalf of his appointor and generally to represent entitled to
his appointor in the same manner as if he had been appointed a General Proxy receive notices,
under the provisions of these Article. etc.

SECRETARY

140. A Secretary shall be appointed by Directors under Section 194 of the Act, to Appointment of
perform secretarial and other administrative functions at such remuneration and Secretary
upon such terms and conditions as they may think fit, and any Secretary so
appointed may be removed by them. The secretary shall be responsible to
ensure compliance with the provision of the Act relating to filing of returns,
information's etc.

THE SEAL

141. Directors shall provide a common seal for purpose of the Company and shall Custody
have power from time to time destroy the same and substitute a new Seal in
lieu thereof and they shall provide for safe custody of the Seal.

142. Seal of the Company shall not be affixed to any instrument except by authority Affixation
of a resolution of the Board and save as provided in Article 17, in presence of
Chief Executive and one Director of the Company or such other person as the
Directors may appoint for the purpose who shall sign every instrument to which
Seal of the Company is so affixed in their presence.

143. The Company may exercise the power conferred by Section 203 and such Official Seal for
powers shall accordingly be vested in the Directors use abroad
32
 ANNUAL RETURNS Annual Returns

144. The Company shall make requisite Annual Returns in accordance Section 130.

DIVIDENDS Declaration of
Dividends
145. The Board of Directors shall have powers to make such appropriation out of the
distributable profits and to determine the amount to be paid as Dividend as they
may think expedient.

146. The Company in General Meeting may declare a Dividend to be paid to the Declaration of
member according to their rights and of interest in the profits. Dividends

147. No larger Dividend shall be declared then is recommended by the Directors, Restrictions on
but the Company in General Meeting may declare a smaller Dividend. amount of
Dividends
148. No Dividend shall be payable except out of the profits of the Company of the Dividends out
year or any other undistributed profits. Furthermore, no Dividend shall be of profits only
payable in contravention of Section 240 to 244, section 19 of the Ordinance or
of the applicable State Bank’s Prudential Regulations.

149. The Board of Directors may from time to time pay to the members such interim Interim
Dividends as in their judgement the position of the Company justifies. Dividends

150. Any General meeting declaring a Dividend may resolve that such Dividend be Dividend in
paid wholly or in part by the distribution of specific assets, and in particular of kind and Bonus
paid up shares, Debentures or debenture stock of any other company or in any Shares
one or more of such ways.

151. Subject to the provisions of the Act, any General Meeting may resolve that any Capitalization
money, investments, or other assets forming part of the undivided profits of the of Revenues
Company standing to the credit of any Reserve or other Fund or in the hands of
the Company and available for Dividend (or representing premiums received
on the issue of shares and standing to the credit of the share premium account)
be capitalized and distributed among the members as would be entitled to
receive the same if distributed by way of Dividend and in the same proportion
on the footing that they become entitled thereto as capital and that all or any
part of such capitalized fund be applied on behalf of such shareholders in
paying up in full any unissued shares Debentures or debenture-stock of the
Company which shall be distributed accordingly and that such distribution of
payment shall be accepted by such shareholders in full satisfaction of their
interest in the said capitalized sum.

33
152. A General Meeting may resolve that any surplus moneys arising from the Surplus
realisation of any capital assets of the company or any investment representing Moneys
the same, or any other undistributed profits of the company not subject to
charge for income tax, be distributed among the members on the footing that
they receive the same as capital and that all or any part thereof be applied on
behalf of such share holders in paying up in full either at par or at such
premium as the resolution may provide, any unissued shares or Debentures or
debenture-stock of the Company which shall be distributed accordingly and
that such distribution or payment shall be accepted by such shareholders in full
satisfaction of their interest in the said moneys, investment or profits so
distributed subject to the provisions of Section 240.

153. For the purpose of giving effect to any resolution under the three last preceding Distribution of
Articles the Directors may settle any difficulty which may arise in regard to the Assets and
distribution as they deem expedient and may fix the value for distribution of adjustment of
any specific assets and may determine that cash payments shall be made to any rights
members upon the footing of the value so fixed in order to adjust the rights of
all parties and may vest any such cash or specific assets in trustees upon such
trusts for the person entitled to the Dividend or capitalized fund as may seem
expedient to the Directors. Where requisite a proper contract shall be filed in
accordance with Section 70 and the Directors may appoint any person to sign
such contract on behalf of the persons entitled to the Dividend or capitalized
fund, and such appointment shall be effective.

154. A transfer of shares shall not pass the rights to any Dividend declared thereon Effect of
before the registration of the transfer. Transfer

155. The Directors may retain the Dividends payable upon shares in respect of Retention in
which any person is under the Transmission Article entitled to become a certain cases
member or which any person under that Article is entitled to transfer until such
person shall become a member in respect thereof or shall duly transfer the
same.

156. Any one of several persons who are registered as the joint-holders of any share Dividend to
may give effectual receipts for all Dividends and payments on account of joint-holders
Dividends in respect of such shares.

157. Subject to Section 242 of the Act, any Dividend payable in cash shall only be The Dividend shall
be paid to the
paid through electronic mode directly into the bank account designated by the registered holder of
entitled shareholders. such share or his
nominee
158. All Dividends unclaimed for a period of three years from the date it is due and Unclaimed
payable shall be dealt with in accordance with the provisions of Section 244. Dividends

159. The Dividend declared by the Company shall be paid within 15 working days Period of
from the date of its declaration. Payment

34
160. No Dividend shall bear interest against the Company. No interest

161. The divisible profit of the Company shall be determined after charging all the Determination
expenses of working and management, depreciation on fixed assets and of divisible
investment, interest and mark-up on loans and after making such adjustment as profit
are necessary under the Act or the generally accepted accounting principles,
international accounting standards guidelines of the Institute of Chartered
Accountants of Pakistan and applicable State Bank of Pakistan’s Prudential
Regulations.

BOOKS OF ACCOUNT

162. Subject to the provisions of Section 220, the Directors shall cause to be kept Books of
proper books of account and other relevant books and papers and Financial Accounts to be
Statements for every financial year which give a true and fair view of the state kept
of the affairs of the Company, including that of its branch office or offices, if
any.

163. The book of account shall be kept at the Office or at such other place as the Place at which
Board may decide and where such a decision is taken, the Company shall, books of
within seven days thereof, file with the registrar a notice in writing giving the account should
full address of such other place. be kept

164. The books of account and other books and papers shall be open for inspection Inspection by
at the Office of the Company or at such other place in Pakistan during business members
hours, and in the case of financial information, if any, maintained outside the
country, copies of such financial information shall be maintained and produced
for inspection by any Director.

FINANCIAL STATEMENTS AND REPORTS

165. The Directors shall at some date not later than eighteen Months after the Financial
incorporation of the Company and subsequently at least in each calendar year, Statements
place before the Company in Annual General Meeting the Financial Statement,
made in accordance with the Act and the Ordinance, in the case of first account
for the period since the incorporation of the Company and in any other case
since the preceding account, made up to a date not later than 120 days
following the close of the financial year of the Company.

166. The Financial Statements shall be prepared in accordance with the provisions Contents of
of section 34 of the Ordinance. Insofar as they are not inconsistent with the Financial
Ordinance, the Financial Statements shall also be prepared in accordance with Statements
Section 225 and 228 and the applicable State Bank of Pakistan’s Prudential
Regulations.

167. The Directors shall make out and attach to every Financial Statements a report Directors
with respect to the state of Company's affairs and a fair view of its business, the Report
35
 amount, if any, that the Directors ,recommend should be paid by way of a
Dividend and the amount, if any which they propose to carry to the Reserve
Funds, General Reserve or Reserve Account, pattern of shareholding and such
other matters which are specified in Section 227.

168. Financial Statements shall be signed, on behalf of the Board, by the Chief Authentication
Executive, the Chief Financial Officer and at least one Director or if the Chief of Financial
Executive is not for the time being in Pakistan by two Directors. Statements

169. Financial Statements duly audited, together with the auditors’ report, Directors’ Circulation of
report and the Chairman’s report shall at least twenty one days prior to the Financial
meeting be sent, in the form and manner specified by the Commission, to every Statements and
registered holder of shares of the Company and to such other persons as are Reports
entitled to receive notice of General Meetings either by post or electronically,
and a copy shall also be deposited at the Office for the inspection of members
of the Company during a period of at least twenty one days before the meeting.

170. Directors shall in all respect comply with provision of Sections 223. 225, 226, Compliance
227, 228, 232, 233, 235, and 237 and the applicable State Bank of Pakistan’s with the Legal
Prudential Regulations or any statutory modifications thereof for the time being Provisions
in force.

AUDIT

171. The Company shall appoint an auditor to audit the Financial Statements of the Audit
Company. The appointment, qualification, disqualification, removal, filling of Provisions
casual vacancy, remuneration, renewal, powers and duties of auditors shall be
governed by the provisions of Sections 246 to 250 (both inclusive) and also by
the provisions of section 35 of the Ordinance and the applicable State Bank of
Pakistan’s Prudential Regulations.

172. The Auditor shall make out a report to the members of the Company on the Auditors’
Financial Statements and on every other document forming part of such Report
statements which are laid before the Company in General Meeting during his
tenure of office and the report shall state the matters specified in Section 249
and the applicable State Bank of Pakistan’s Prudential Regulations.

173. The Auditor's report shall be read before the Company in the General Meeting Reading and
and shall be opened to inspection by any member of the Company. Inspection

NOTICES

174. A notice may be given by the Company to any member either personally or Service of
sending it by post to him to his registered address or if he has no registered Notice
address in Pakistan to the address, if any, within Pakistan supplied by him to
the Company for the giving of notices to him or through electronic means or in
any other manner as may be specified by the Commission.
36
175. Where a notice is sent by post, service of the notice shall be deemed to be Service by post
effected by properly addressing, prepaying and posting a letter containing the
notice and unless the contrary is proved, to have been effected at the time at
which the letter would be delivered in the ordinary course of post.

176. If a member has no registered address in Pakistan and has not supplied to the Service to
Company address within Pakistan for giving of notices to him, a notice Members
addressed to him or to the shareholders generally and advertised in a newspaper resident abroad
circulating in the neighborhood of the Office shall be deemed to be duly given
to him on the day on which the advertisement appears.

177. A notice may be given by the Company to the joint-holder named first in the Notice to Joint-
register in respect of the share. holders

178. A notice may be given by the Company to the persons entitled to a share in Notice to
consequence of the death or insolvency of a member by sending it through the persons entitled
post in a prepaid letter addressed to them by name, or by the title of addressed by transmission
representatives of the deceased, or assignee of the insolvent or by any like
description, at the address (if any) in Pakistan supplied for the purpose by the
persons claiming to be entitled or (until such an address has been so supplied)
by giving the notice in any manner in which the same might have been given if
the death or insolvency had not occurred.

179. Notice of every General Meeting shall be given in same manner herein before Notice of
authorised to (a) every member of the Company (except those member who General
having no registered address within Pakistan have not supplied to the Company Meetings
an address within Pakistan for the giving of notice to them), (b) every person
entitled to a share in consequence of the death or insolvency of member, who
but for his death or insolvency would be entitled to receive notice of the
meeting and (c) the Auditors of the Company.

180. Any notice required to be given by the Company to the members or any of Notice by
them and not expressly provided for by these presents shall be sufficiently Advertisement
given if given by advertisement.

181. Any notice given by advertisement shall be deemed to have been given on the Notice by
day on which the advertisement shall first appear. Advertisement
deemed to be
served
182. Every person who by operation of law, transfer or other-means whatsoever Transferees
shall become entitled to any share shall he bound by every notice in respect of etc., bound by
such share which previously to his name and address being entered on the prior notice
Register shall be duly given to the person from whom he derives his title to
such shares.

37
183. Any notice or document delivered or sent by post to or left at the registered Notice valid
address of any member in pursuance of these presents shall, notwithstanding though member
such member be then deceased and whether or not the Company have notice of deceased
his death, be deemed to have been duly served in respect of any registered
shares whether held solely or jointly with other persons by such member, and
such service shall for all purpose of these present be deemed a sufficient
service of such notice or document on his heirs, executors or administrators,
and all person, if any jointly interested with him or her on any such share.

184. The signature to any notice to be given by the Company may be written or Notice to be
printed. signed

185. Notice of any resolution for winding up a Company voluntarily shall be given Notice of
by the Company within ten days of the passing of the same by advertisement in resolution for
a newspaper in English and Urdu languages at least in one issue each of a daily winding up
newspaper of respective language having wide circulation and a copy thereof
shall be sent to registrar immediately thereafter.

RECONSTRUCTION

186. On any sale of the undertaking of the Company, the Directors or the Reconstruction
Liquidators on a winding-up may, if authorised by a Special Resolution, accept
shares, debenture or securities of any other Company, whether incorporated in
Pakistan or not either existing or to be formed for purchased in whole or in part
of the property of the Company, and the Directors (if the profits of the
Company permit), or the Liquidators (in a winding-up) may distribute such
shares, or securities or any other property of the Company amongst the member
without realisation, or vest the same in trustees for them and any Special
Resolution may provide for the distribution or appropriation of the cash, shares
or other securities, benefits or property, otherwise than in accordance with the
strict legal rights of the members or contributories of the Company, and for the
valuation of any such securities or property at such price and in such manner as
the meeting may approve, and all holder of shares shall be bound to accept and
shall he bound by any valuation or distribution so authorised, and waive all
rights in relation thereof, save only in case of Company is proposed to be or is
in the course of being wound up, such statutory rights (if any) under any
provisions of the Act as are incapable of being varied or excluded by these
presents.

SECRECY

187. Every Chief Executive, Director, Auditor, Trustee, member of a committee, Pledge of
Officer, employee, Agent, accountant, or other person employed in the business secrecy
of the Company shall, if so required by the Directors before entering upon his
duties, sign, a declaration pledging himself to observe a strict secrecy
respecting all transaction of the Company with its customers and the state of
accounts with individuals and in matters relating, thereto, and shall by such
38
 declaration pledge himself not to reveal any of matters which may come to his
knowledge in the discharge of his duties except when required so to do by the
Directors or by any meeting or by a court of law and except so far as may be
necessary in order to comply with any of the provisions in the presents
contained or of the Act and the Ordinance.

188. No member or other persons (not being a Director) shall be entitled to enter the No shareholder
property of the Company or to inspect or examine the Company's premises or to enter the
properties of the Company without, the permission of the Directors of the premises of the
Company for the time being or subject to other provisions of these present to Company
required discovery of or any information respecting any detail of the without
Company's trading or any matter which is or may be in the nature of trade permission
secret, mystery of trade or secret process or of any matter whatsoever which
may relate to the conduct of the business of the Company and which in the
opinion of the Directors it will be inexpedient in the interest of the members of
the Company to communicate.

WINDING UP

189. Without prejudice to the rights of the holders of shares and subject to special Distribution of
terms and conditions if any on the winding up and Section 370 the assets Assets
available for distribution among the members as such be insufficient to repay
the whole of the paid up capital such assets shall be distributed so that as nearly
as may be, the losses shall be borne by the members concerned in proportion to
the paid up capital or which ought to have been paid up at the commencement
of the winding up on the shares held by them respectively, and if in a winding
up assets available for distribution amount the members shall be more than
sufficient to repay the whole of the paid up capital to the member in proportion
the shares held by them respectively at the commencement of the winding up.

190. If the Company shall be wound up, whether voluntarily or otherwise the Distribution of
liquidators may with the sanction of a Special Resolution divide amongst the Assets in specie
contributories in specie or kind any part of the assets of the Company and may
with the like section vest any part of the assets of the Company and in trustees
upon such trusts for the benefit of the contributories or any of them as the
liquidators, shall think fit. The Company shall follow, in case of its winding up,
the relevant provisions of the Ordinance as well as the relevant provisions of
the Act.

ARBITRATION

191. Whenever any difference arises, between the Company on the one hand and Reference to
any of the member, their executors, administrators or assignees on the other Arbitration
hand, touching the true intent or construction of the incidents or the
consequences of these presents or of the statutes or touching anything done or
hereafter to be done, executed, omitted or suffered in pursuance of these
presents or otherwise relating to the premises or to these presents or to any
39
 statue affecting the Company or to any of the affairs of the Company, every
such difference shall be referred to the decision of an arbitrator to be appointed
by the parties in difference, or if they cannot agree upon a sole arbitrators, to
the decision of two arbitrators of whom one shall be appointed by each parties
in difference, or an umpire to be appointed by the two arbitrators.

192. Cost of and incident, to any such reference and award shall be at the discretion Arbitration cost
of arbitrators or arbitrators or umpire as the case may be whom may determine
the amount thereof and may award by whom and in what and in what manner
the same shall be borne and paid.

192A.The Company, its management or its members or creditors may by written Resolution of
consent, directly refer a dispute, claim or controversy arising between them or disputes
between the members or Directors inter-se, for resolution, to any individuals through
enlisted on the mediation and conciliation panel maintained by the Commission Mediation
before taking recourse to formal dispute resolution.

INDEMNITY

193. Subject to provisions of Section 180 every Chief Executive, Director, Auditor Indemnity
and other officer or employee of the Company acting in relation to the
Company and every one of them every one of their heirs executors and
administrators shall be indemnified by the Company against, and it shall be
duty of Directors out of funds of the Company to pay, all cost, losses and
expenses, which any such officer or employee may incur or become liable to by
reason of any contract entered into or act or thing done by him as such officer
or employee or in any way in discharge of his duties including travelling
expenses and in particular, and so as not to limit the generality of the foregoing
provisions, against all liabilities incurred by him such Directors, Manager,
Officer or employee or in any way in discharge if his duties including travelling
expenses and in particular in defending any proceeding whether civil or
criminal in which judgment is given in his favour or he is acquitted, or in
connection with any application under Section 492 in which relief is granted by
the court and the amount for which such indemnity is provided shall
immediately attach as a lien on property of the Company and have priority as
between the member over all other claims.

40
We, the several persons whose names and addresses are subscribed, are desirous of being
formed into a company in the pursuance of this Articles of Association and we respectively
agree to take the number of Shares in the Capital of the Company set opposite our respective
names.

Sr. Name and Father’s name Nationality Occupation Residential Number of Signatures
No. surname in in full with any address in full shares taken by
full former each subscriber
nationality

1. LT. GEN. MALIK AHMED Pakistani Service House No. 45 500

GHULAM KHAN Nasim Shaheed
MOHAMMAD Road Chaklala
MALIK Rawalpindi

2. MAJ. GEN. SAIYID Pakistani Service 27 Chaklala 500

(RETD) SAIYID MULAZIM Scheme No.1
FAHEEM HUSSAIN RIZVI Rawalpindi Cantt.
HAIDER RIZVI

3. BRIG. (RETD.) S. MUZZAFAR Pakistani Service 64 Chaklala 500

SYED JAFAR HUSSAIN Scheme No.1
HUSSAIN Rawalpindi Cantt.

4. BRIG. (RETD.) MAJ. (RETD.) Pakistani Service 177-Race Course 500

SYED FAZAL- WILAYAT Road, Street No. 7
UR-REHMAN HUSSAIN Rawalpindi Cantt.

5. BRIG. (RETD.) MR. HAMID ALI Pakistani Service 55-Valley Road 500
MOHAMMAD Street No.10
FARUQ Wastridge,
Rawalpindi

6. BRIG. (RETD.) KHWAJA Pakistani Service 194-Street No. 8 500

KHALID LATIF ABDUI. LATIF Race Course Road
Rawalpindi

7. MR. ZAFAR MR. Pakistani Service 461-A Street No. 500

ALAM KHAN HOHAMMAD 16 Chaklala
SUMBAL AKRAM KHAN Scheme No. 3
SUMBAL Rawalpindi Cantt.

8. MR. MR. Pakistani Banker 1 Health Close 500

MOHAMMAD MOHAMMAD London W53 EG
SAEED KHAN WAZIR KHAN

9. MR. SHAHID MR. Pakistani Investment 1 Broad Gate 500

HAFEEZ AZMI MOHAMMAD Banker London
ABDUL
HAFEEZ AZMI

10. MR. SULTAN MR. Pakistani Chartered 4.5 KMS Suez 500
AHMED MOHAMMAD Accountant Road P.O. Box
ABBASI MOBIN ABBASI No. 2419 Horrem
Heliopolis Cairo,
Egypt

Dated the ………………. day of ……………………19

Witness to above signatures

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