ADVICE FOR INVESTORS

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS ESPECIALLY THE RISK FACTORS
GIVEN AT PART 6 OF THIS PROSPECTUS BEFORE MAKING ANY INVESTMENT DECISION.
SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICANT’S MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF
THE SECURITIES ACT, 2015

Bank Alfalah Limited

SHELF PROSPECTUS

FOR THE ISSUANCE OF RATED, SECURED, LISTED, REDEEMABLE TERM FINANCE CERTIFICATES OF PKR 50,000 MILLION
(Under shelf registration over a period of 3-years)

Date and Place of Incorporation: Karachi, June 21st, 1992, Incorporation Number: 0027580, Registered and Corporate Office: B.A. Building, I.I Chundrigar
Road, Karachi, Contact Person: Muhammad Zeeshan, Contact Number: +92 21 3312 2126, Website: https://www.bankalfalah.com/,
Email: [email protected]
Type of Issue and Total Approved Issue Size: The Issue consists of Rated, Secured, Listed, Redeemable Term Finance Certificates (TFCs) having a Total Approved
Issue Size of up to PKR 50,000 million.

Time Period of Shelf Registration: The TFCs shall be issued in multiple tranches over a period of three (3) years from the date of publication of this prospectus.

Size of Current Tranche Series A: Issue Size of Current Tranche Series A is PKR 11,000 million (inclusive of Green Shoe Option of PKR 1,000 million), out of which
TFCs of PKR 9,000 million (82% of Issue Size) have been issued to and subscribed by Pre-IPO investors and TFCs of PKR 2,000 million (18% of Issue Size), inclusive
of a Green Shoe Option of PKR 1,000 million, are being offered to the general public by way of an Initial Public Offering through this Shelf Prospectus.
Tenor of Series A TFCs: 3 years
Rate of Return: fixed rate instrument @ 9.03% per annum
Instrument Rating: AAA (Triple A) by The Pakistan Credit Rating Agency, dated August 06, 2020
Long-Term Entity Rating: AA+ (Double A plus) by The Pakistan Credit Rating Agency and VIS Credit Rating Company Limited, dated June 26, 2020 and June 30,
2020, respectively
Short-Term Entity Rating: A1+ (A One Plus) by The Pakistan Credit Rating Agency and VIS Credit Rating Company Limited, dated June 26, 2020 and June 30,
2020, respectively
Public Comments: The Draft Prospectus was placed on PSX’s website for seeking public comments starting from December 03, 2020 to December 11, 2020,
however, no public comments were received.
Date of Public Subscription: From January 14, 2021 to January 15, 2021 (both days inclusive) during banking hours

JOINT LEAD MANAGERS & ARRANGERS

Bankers for the Retail Portion of the Issue:

Allied Bank Limited Askari Bank Limited Bank Alfalah Limited Faysal Bank Limited
Habib Bank Limited MCB Bank Limited Soneri Bank Limited

Online applications can be submitted through Centralized e-IPO system (CES) of Central Depository Company of Pakistan Limited (CDC). CES can be accessed
via the weblink, ‘www.cdceipo.com’. For details please refer to Section 13.10 of the Prospectus.

Underwriters for the Retail Portion of the Issue: Investment Agent

Investment Agent: Mr. Hamidullah Khan – Head Trustee & Agency Services, Phone: +92 21 3536 1215-19 Ext: 131, Email: [email protected]

Date of Publication of this Prospectus: January 07, 2021

Prospectus and Subscription Form can be downloaded from the following websites: https://www.bankalfalah.com/, http://www.arifhabibltd.com, https://www.alfalahclsa.com/,
www.psx.com.pk & www.cdceipo.com
For further queries, you may contact:

Bank Alfalah Limited: Muhammad Zeeshan, Phone: +92 21 3312 2126, E-mail: [email protected], Muzammil Bhatti, Phone: +92 21 3212 2123; E-mail:
[email protected] Arif Habib Limited: Mr. Ammad Tahir, Phone: +92 21 3243 3542, E-mail: [email protected], Ms. Tooba Zafar, Phone: +92 21 3889
9226, Email: [email protected] Alfalah CLSA Securities (Pvt.) Limited: Imran Sherani, Phone: +92 21 3564 5068, E-mail: [email protected], Sukaina Fatima,
Phone: +92 21 3564 5090 (Ext: 344); E-mail: [email protected]

The Issue is proposed to be listed at the Pakistan Stock Exchange Limited

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Date: 02/12/2020

WE, ATIF BAJWA, THE CHIEF EXECUTIVE OFFICER (CEO), AND ANJUM HAI, THE CHIEF FINANCIAL OFFICER (CFO), OF BANK
ALFALAH LIMITED, HEREBY CERTIFY THAT:

1. THE PROSPECTUS CONTAINS FULL AND COMPLETE INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE,
WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;

2. THE INFORMATION CONTAINED IN THE PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE
AND BELIEF;

3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD;

4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE PROSPECTUS AS A WHOLE OR ANY PART
THEREOF MISLEADING; AND

5. ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE DISCLOSURES IN PUBLIC OFFERING REGULATIONS, 2017
FOR PREPARATION OF PROSPECTUS, RELATING TO DISCLOSURES AND APPROVALS HAVE BEEN FULFILLED.

6. NO CHARGES, FEE, EXPENSES, PAYMENTS ETC. HAVE BEEN COMMITTED TO BE PAID TO ANY PERSON IN RELATION
TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN THIS PROSPECTUS.

For and on behalf of Bank Alfalah Limited

-sd- -sd-
Atif Bajwa Anjum Hai
Chief Executive Officer Chief Financial Officer

Page 2 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

SUPPLEMENT TO THE SHELF PROSPECTUS

Note: This is a draft of the Supplement(s) to the Shelf Prospectus to be published for the issuance of subsequent tranches.

This Supplement is being published pursuant to The Public Offering Regulations, 2017, in continuation of the Shelf
Prospectus for the issuance of Term Finance Certificates (TFCs) of Bank Alfalah Limited of PKR 50,000 Million published
earlier on [•] and in continuation of the Supplement to the Shelf Prospectus published earlier on DD/MM/YYYY, IF ANY.

ADVICE FOR INVESTORS

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THE SHELF
PROSPECTUS ESPECIALLY THE RISK FACTORS GIVEN AT PART 6 OF THE SHELF PROSPECTUS BEFORE MAKING ANY
INVESTMENT DECISION
SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICANT’S MONEY MAY BE FORFEITED
UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015

Supplement to the Shelf Prospectus can be downloaded from the following websites: https://www.bankalfalah.com,
http://www.arifhabibltd.com, https://www.alfalahclsa.com, www.psx.com.pk & www.cdceipo.com

TERMS AND CONDITIONS OF THE SUBSEQUENT TRANCHE OF THE ISSUE

Issuer
Size Tranche Series [•]
Pre-IPO Portion of Tranche Series [•]

IPO Portion of Tranche Series [•]

Issue Date
Tranche Series [•] Tenor
Issuer Rating (Long term and Short term)
Instrument Rating
Coupon Rate/Interest Rate

Payment of Profit
Coupon Payment Date
Payment of Principal
Redemption Schedule
Call/ Put/ Conversion Option (If any)
Security
Redemption Reserve (If any)
Face Value PKR 5,000/ - (Pakistan Rupees Five Thousand only)
Issue Price At Par PKR 5,000/ - (Pakistan Rupees Five Thousand only)
TFCs will be offered in denominations of PKR 5,000/- or multiples
Minimum Investment thereof to the investors subject to a minimum investment amount of
PKR 5,000/-
Underwriters to the Issue

Page 3 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Bankers to the Issue

Investment Agent/Agent

Joint Lead Managers & Arrangers

From Tranche Series [•] = PKR [•]

Amount Raised Through Earlier Tranche(s)
From Tranche Series [•] = PKR [•]

Date of Public Subscription of Tranche Series [•]: From [DD/MM/YEAR] to [DD/MM/YEAR] (both days inclusive) during
banking hours

Date of Publication of Supplement to the Shelf Prospectus for Tranche Series [•]: DD/MM/YEAR

Name of Securities Exchange: The Issue is proposed to be listed at the Pakistan Stock Exchange Limited

Shelf Prospectus, the Supplement to the Shelf Prospectus earlier published (if any), Supplement to Shelf Prospectus and
Subscription Form can be downloaded from the following websites: https://www.bankalfalah.com/,
http://www.arifhabibltd.com, https://www.alfalahclsa.com/, www.psx.com.pk & www.cdceipo.com
Hard copy of the Shelf Prospectus, the Supplement to the Shelf Prospectus earlier published (if any), Supplement to Shelf
Prospectus and Subscription Form can be obtained from the following addresses from DD/MM/YYYY to DD/MM/YYYY (both
days inclusive) during banking hours: Bank Alfalah: [Address], Arif Habib Limited: [Address], Alfalah CLSA Securities (Pvt.)
Limited: [Address], Pakistan Stock Exchange Limited: [Address]

For further queries, you may contact:

Bank Alfalah Limited Arif Habib Limited Alfalah CLSA Securities Contact details of
(Pvt.) Limited Underwriter(s)
[Name] [Name] [Name] [Name]
[Email] [Email] [Email] [Email]
[Phone] [Phone] [Phone] [Phone]

APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities and Exchange Commission of Pakistan (the “Commission” or the “SECP”) as required under Section
87(2), read with Section 88(1) of the Securities Act, 2015 (the “Act”) had obtained for the issue, circulation and publication
of the Shelf Prospectus which was published earlier on [•] vide their letter no. [•], and approval for the issue, circulation
and publication of the Supplement to the Shelf Prospectus for Tranche Series [•] has been obtained vide their letter no. [•]
dated [•]

Disclaimer
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES NOT TAKE ANY RESPONSIBILITY FOR
THE FINANCIAL SOUNDNESS OF THE ISSUER AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF
ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN THIS
SUPPLEMENT TO THE SHELF PROSPECTUS.

SECP HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS APPROVAL FOR THE ISSUE, CIRCULATION AND
PUBLICATION OF THIS SUPPLEMENT TO THE SHELF PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF
THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS
REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

APPROVAL OF THE SHELF PROSPECTUS BY PAKISTAN STOCK EXCHANGE LIMITED

Page 4 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

The Shelf Prospectus for the issue of the Term Finance Certificates was approved by the Pakistan Stock Exchange Limited
(“PSX") vide their letter no. [•] dated [•] . The Supplement to the Shelf Prospectus has been approved by the Pakistan Stock
Exchange Limited (“PSX") vide their letter no. [•] dated [•].

Disclaimer

 PSX HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS APPROVAL SHOULD NOT BE CONSTRUED AS ANY
COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT
INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

 THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX.

 THE CONTENTS OF THIS DOCUMENT DO NOT CONSTITUTE AN INVITATION TO INVEST IN THE TFCS OR SUBSCRIBE
TO ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT BY PSX, NOR SHOULD IT OR ANY PART OF IT FORM THE
BASIS OF, OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF
PSX.

 IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY
PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.

 PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON
THIS DOCUMENT TO ANYONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES,
INCOMPLETENESS, AND/OR MISTAKES, FOR DECISION AND/OR ACTIONS TAKEN BASED ON THIS DOCUMENT.

 PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY
OF THE ISSUER TO FULFIL ITS OBLIGATIONS THEREUNDER.

 ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO
ANY PARTICULAR INVESTMENT.

RISK FACTORS RELATED TO THE BANK: [•]

RISK FACTORS RELATED TO THE ISSUE: [•]

FINANCIAL HIGHLIGHTS:

Unconsolidated Financial Statements

Audited (PKR in Millions)
Income Statement
Mark-up / Return / Interest Earned
Mark-up / Return / Interest Expensed
Total Income
Operating Expenses
Operating Profit before Tax and Provision
Provisions/ Write-Offs
Profit before Tax
Profit after Tax

Authorised Capital
Paid up Capital

Page 5 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Unconsolidated Financial Statements

Audited (PKR in Millions)
Reserves
Unappropriated Profit
Surplus on revaluation of Assets – Net of Tax
Shareholders’ Equity
Total Assets
Earning Assets
Gross Advances
Advances – Net of Provision
Non- Performing Loans
Investments- at Cost
Investments – Net
Total Liabilities
Deposits & Other Accounts
Borrowings

Note: Financial Information disclosed herein is based on available audited financial statements.

AUDIT REPORT UNDER CLAUSE 1 OF SECTION 2 OF THE FIRST SCHEDULE TO THE PUBLIC OFFERING REGULATIONS 2017

[•]

AUDITOR’S CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

[•]

AUDITOR’S CERTIFICATE ON BREAK-UP VALUE PER SHARE

[•]

SUMMARY OF THE ENTITY RATING REPORT

[•]

SUMMARY OF THE INSTRUMENT RATING REPORT

[•]

Page 6 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

STATEMENT BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Date: ____________

On behalf of Bank Alfalah Limited (“BAFL” or the “Bank”), we hereby confirm that this Supplement to the Shelf Prospectus
contains a fair summary of the information disclosed in the Shelf Prospectus and that whatever is stated in the Supplement
is true and correct to the best of our knowledge and belief, and that nothing has been concealed.

For and on behalf of Bank Alfalah Limited

-sd- -sd-
Atif Bajwa Anjum Hai
Chief Executive Officer Chief Financial Officer

Page 7 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

GLOSSARY OF ABBREVIATIONS

ADC Services Alternate Delivery Channel Services

Abu Dhabi Group [The Abu Dhabi Group is made up of individuals and companies whose
ADG
shareholding within the Bank is given in part 3.2 of this Prospectus]

ADR Advances to Deposit Ratio

AFS Available for Sale

ALCO Asset Liability Committee

ATM Automated Teller Machine

Bank or Issuer or BAFL Bank Alfalah Limited

Bn Billion

BoD Board of Directors

Bps Basis Points. One Hundred Basis Points Equal 1 Percent.

BTI Banker to the Issue

Capex Capital Expenditure

CAR Capital Adequacy Ratio

CASA Current Account and Savings Account

CDC Central Depository Company of Pakistan Limited

CDS Central Depository System

CEO Chief Executive Officer

CES Centralized e-IPO System

CIB Credit Information Bureau

COM Credit Operational Manual

CPM Credit Policy Manual

CY Calendar Year

Page 8 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

DFIs Development Financial Institutions

DSL Debt Security Legislation

ESMS Environmental and Social Management System

ESOS Employee Stock Option Scheme

ESRM Environmental and Social Management Risk

FI Financial Institution

FIS Financial Institutions

FX Foreign Exchange

GoP Government of Pakistan

HFT Held for Trading

IBAN International Bank Account Number

IC Investment Committee

IFC International Finance Corporation

IPO Initial Public Offering

IRRM Interest Rate Risk Management

LCR Liquidity Coverage Ratio

Mn Million

NIT National Investment Trust

NBFC Non-Banking Finance Companies

NBFI Non-Banking Finance Institutions

NCCPL National Clearing Company of Pakistan Limited

NPL Non-Performing Loan

NSFR Net Stable Funding Ratio

Page 9 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

p.a. Per annum

PACRA The Pakistan Credit Rating Agency

PBA Pakistan Bank’s Association

PIB Pakistan Investment Bond

PKR or Rs. Pakistani Rupees

PKRV Pakistan Revaluation Rate

POS Point of Sale

PSE Public Sector Entities

RMD Risk Management Division

ROA Return on Asset

ROE Return on Equity

RMA Relationship Management Application

SBP State Bank of Pakistan

SECP Securities & Exchange Commission of Pakistan

SGL Subsidiary General Ledger

SME Small and Medium Enterprises

The Companies Act The Companies Act, 2017

The Securities Act The Securities Act, 2015

TFCs Term Finance Certificates

Trl Trillion

VaR Value at Risk

VIS VIS Credit Rating Co. Ltd

Yr Year

Page 10 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

GLOSSARY OF TECHNICAL

Investment Agent/Agent Pak Brunei Investment Company Limited

An amount of PKR 1,000,000,000/- (Pak Rupees One Billion) in addition to the base issue
Green Shoe Option
size of Tranche Series A

Time period between the disbursement of funds by the Pre-IPO investors and the day
Interim Period
before the Issue Date

Issue Date Date of closing of the subscription list for the public offering of the relevant TFCs

Issuer Bank Alfalah Limited

Subsidiary General Ledger account of Bank Alfalah Limited maintained with SBP. A lien
over 10 year PIB floater of PKR 10,500,000,000 is created in favor of the Investment
SGL Account1
Agent in Bank Alfalah’s SGL Account 10016-1 for the benefits of Tranche Series A TFC
Holders (exclusive of Green Shoe Option)

This Prospectus, TFC Issuance Agreement, First Supplemental TFC Issuance Agreement,
Letter of Lien, Underwriting Agreements and other documents and agreements
Transaction Documents
executed/to be executed inter alia between the Issuer and the Investment Agent in
relation to the Term Finance Certificates.
1
In case of exercise of green shoe option, lien over 10 year PIB floater maintained in SGL Account No. 10016-1 equivalent to 105% of
the amount of green shoe option exercised will be created in favor of the Investment Agent.

Page 11 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

A) Summary of the Issue

Instrument Tranche Series A Listed, Secured, Rated, Fixed Rate, Medium Term Finance Certificate
Size of Tranche Series A PKR 11,000 million, inclusive of a Green Shoe Option of PKR 1,000 million
IPO Portion of Tranche Series A PKR 2,000 million, inclusive of a Green Shoe Option of PKR 1,000 million

To hedge the Issuer’s fixed rate assets, i.e. staff loans, consumer loan portfolio etc.,
Purpose
with fixed rate liabilities

The amount raised through the Instrument shall be primarily utilized in investing in
Government of Pakistan (“GoP”) issued securities, including but not limited to
Utilization of Proceeds
Treasury Bills, Pakistan Investment Bonds (Fixed and/ or Floater), Ijarah Sukuk or any
other GoP issued securities
Issue Date Date of closing of the subscription list for the public offering of the relevant TFCs
Tenor of Tranche Series A 3 years
Long Term Rating: AA+ (double A plus)
Issuer Rating Short Term Rating: A1+ (A one plus)
Issuer Rating by PACRA & JCRVIS
Instrument Rating AAA (Triple A) by PACRA
Coupon Rate/Interest Rate 9.03% per annum

Profit will be payable semi-annually in arrears on the outstanding principal amount,

Payment of Profit
based on 365 days a year (366 days for a leap year) basis
The first profit payment will fall due six months from the Issue Date and subsequently
Coupon Payment Date
every six months thereafter (“Coupon Payment Date”)
Payment of Principal Principal payment will be redeemed as Bullet Payment at the end of three years
Lien over 10 year PIB floater of PKR 10,500,000,000/- (Pak Rupees Ten Billion Five
Security1 Hundred Million) maintained in the SGL Account No. 10016-1, being the amount equal
to 105% of the Tranche Series A issue amount (excluding Green Shoe Option)
Face Value PKR 5,000/ - (Pakistan Rupees Five Thousand only)
Issue Price At Par PKR 5,000/ - (Pakistan Rupees Five Thousand only)
TFCs will be offered in denominations of PKR 5,000/- or multiples thereof to the
Minimum Investment
investors subject to a minimum investment amount of PKR 5,000/-
Risk Factors For details, please refer to Part VI of the Prospectus
Joint Lead Managers &
Arif Habib Limited & Alfalah CLSA Securities (Pvt.) Limited
Arrangers
Investment Agent/Agent to the
Pak Brunei Investment Company Limited
Issue
Transaction Legal Counsel Mohsin Tayebaly & Co.
Mr. Haroon Khalid,
Compliance Officer Group Head- Compliance & Control Group
Bank Alfalah Limited
Arif Habib Limited
Underwriters to the Issue
Alfalah CLSA Securities (Pvt.) Limited

Page 12 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Allied Bank Limited

Askari Bank Limited
Bank Alfalah Limited
Bankers to the Issue Faysal Bank Limited
Habib Bank Limited
MCB Bank Limited
Soneri Bank Limited

The TFCs will be inducted into the CDC; transfer shall be made in accordance with the
Transferability
Central Depository Act, 1997 and CDC Regulations

The TFCs shall be subject to the laws of Islamic Republic of Pakistan and non-exclusive
Governing Law
jurisdiction of the Pakistan Courts
1
In case of exercise of green shoe option, lien over 10 year PIB floater maintained in SGL Account No. 10016-1 equivalent to 105% of
the amount of green shoe option exercised will be created in favor of the Investment Agent.

Page 13 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

B) Summary of Risk Related to the Issue

Risk factors related to the issue

Interest Rate Risk/Reinvestment Risk

Increase in market interest rates and underlying inflation, may affect the comparative return and/or the real (inflation
adjusted) return for the investors.

Price Risk
TFCs will be listed on PSX and the TFC Holders will be able to sell or buy the TFCs through the TREC Holders of the Stock
Exchange. Price of TFCs will largely depend on the bond market behavior and interest rate regime. Hence, price may rise or
fall and result in increase or decrease in the value of TFCs

Liquidity risk
By investing in the TFC, the investor assumes the risk of not being able to sell the TFC without adversely affecting the price
of the instrument. It is pertinent to note that the TFC is to be listed on PSX, subsequent to which PSX will provide a trading
platform for investors during the life of the instrument.

Details on Risk Factors related to the TFC Issue and the Bank are provided in Part 6 of this Prospectus.

Page 14 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

TABLE OF CONTENTS

1 APPROVALS, CONSENTS AND LISTING ON THE STOCK EXCHANGE ............................................................................ 16

2 SUMMARY OF THE PROSPECTUS ............................................................................................................................... 18

3 OVERVIEW, HISTORY AND PROSPECTS ...................................................................................................................... 25

4 PRINCIPAL PURPOSE OF THE ISSUE AND FUNDING ARRANGEMENTS ....................................................................... 43

5 THE ISSUE ................................................................................................................................................................... 44

6 RISK FACTORS ............................................................................................................................................................. 50

7 FINANCIAL INFORMATION ......................................................................................................................................... 57

8 MANAGEMENT OF THE BANK .................................................................................................................................. 108

9 LEGAL PROCEEDINGS AND OVERDUE LOAN ............................................................................................................ 120

10 UNDERWRITING ARRANGEMENT, COMMISSION, BROKERAGE AND OTHER EXPENSES ......................................... 121

11 MISCELLANEOUS INFORMATION ............................................................................................................................. 123

12 MATERIAL CONTRACTS AND DOCUMENTS RELATED TO THE ISSUE ........................................................................ 125

13 APPLICATION AND ALLOTMENT INSTRUCTION ....................................................................................................... 128

14 SIGNATORIES TO THE PROSPECTUS ......................................................................................................................... 136

15 MEMORANDUM OF ASSOCIATION .......................................................................................................................... 137

16 APPLICATION FORM ................................................................................................................................................. 142

Page 15 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART I

1 APPROVALS, CONSENTS AND LISTING ON THE STOCK EXCHANGE

APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities and Exchange Commission of Pakistan (the “Commission” or the “SECP”), as required under
Section 87(2), read with Section 88(1) of the Securities Act, 2015 (the “Securities Act”), has been obtained for the issue,
circulation and publication of this Shelf Prospectus vide their letter no. SMD/PO/SA-88/06/2020 dated December 30, 2020.

Disclaimer
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES NOT TAKE ANY RESPONSIBILITY FOR
THE FINANCIAL SOUNDNESS OF THE ISSUER AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF
ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN THIS
PROSPECTUS.

SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR THE ISSUE, CIRCULATION AND PUBLICATION
OF THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS
SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE
BEFORE SUBSCRIBING.

APPROVAL OF THE SHELF PROSPECTUS BY PAKISTAN STOCK EXCHANGE LIMITED

The Shelf Prospectus for the issue of Rated, Secured and Listed Term Finance Certificates has been approved by the Pakistan
Stock Exchange Limited (“PSX") vide their letter no. PSX/GEN-2395 dated December 15, 2020.

Disclaimer

 PSX HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS APPROVAL SHOULD NOT BE CONSTRUED AS ANY
COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT
INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

 THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX.

 THE CONTENTS OF THIS DOCUMENT DO NOT CONSTITUTE AN INVITATION TO INVEST IN THE TFCS OR SUBSCRIBE
TO ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT BY PSX, NOR SHOULD IT OR ANY PART OF IT FORM THE
BASIS OF, OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF
PSX.

 IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY
PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.

 PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON
THIS DOCUMENT TO ANYONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES,
INCOMPLETENESS, AND/OR MISTAKES, FOR DECISION AND/OR ACTIONS TAKEN BASED ON THIS DOCUMENT.

 PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY
OF THE ISSUER TO FULFIL ITS OBLIGATIONS THEREUNDER.

 ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO
ANY PARTICULAR INVESTMENT.

Page 16 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

FILING OF SHELF PROSPECTUS AND OTHER DOCUMENTS WITH THE REGISTRAR OF THE COMPANIES

The Bank has delivered to the Registrar of Companies, Karachi as required under Sections 57 (1) of the Companies Act, 2017
(the ‘Companies Act’), a copy of this Shelf Prospectus signed by all the Directors of the Bank, together with the expert reports
and contracts mentioned in the Shelf Prospectus, with the Registrar of Companies.

LISTING ON THE STOCK EXCHANGE

Application has been submitted by the Issuer to PSX for listing of the TFCs. If for any reason the application for formal listing
is not accepted by PSX or approval for formal listing is not granted by PSX before the expiration of the twenty one-day period
from the date of closing of the subscription period/list or such longer period not exceeding forty-two days as may, within
the said twenty one days, be notified to the applicants for permission by the securities exchange, the Issuer undertakes that
a notice to that effect will immediately be published in the press and it will refund Subscription Money to the applicants
without surcharge as required under the provisions of Section 69 of the Companies Act.

If any such money is not repaid within eight (08) days after the Bank becomes liable to repay it, the Directors of the Bank
shall be jointly and severally liable to repay that money from the expiration of the eighth day together with surcharge at the
rate of two per cent (2.0%) for every month or part thereof from the expiration of the eight-day period and, in addition,
shall be liable to a penalty of level 3 on the standard scale in accordance with the provisions of sub-section (2) of Section 69
of the Companies Act.

The surcharge mechanism has been mentioned here in order to ensure regulatory compliance.

As required under sub-section (3) of Section 69 of the Companies Act, the subscription money shall be deposited and kept
in a separate bank account in a scheduled bank so long as the Bank may become liable to repay it under sub-section (2) of
Section 69 of the Companies Act.

COMPLIANCE OFFICER

Haroon Khalid
Group Head - Compliance & Control Group
Bank Alfalah Limited
2nd Floor, B.A. Building,
I.I Chundrigar Road, Karachi
Email address: [email protected]
Tel: +92 21 111 777 786 Ext: 2424
Fax: +92 21 3242 3962

Page 17 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART II

2 SUMMARY OF THE SHELF PROSPECTUS

PRIMARY BUSINESS OF THE ISSUER AND THE INDUSTRY IN WHICH IT OPERATES

The Bank is a banking company incorporated in Pakistan on June 21st, 1992 as a public limited company under the Companies
Act, 2017 (earlier the Companies Ordinance, 1984). It commenced its banking operations on November 1st, 1992. The Bank’s
registered office is located at B.A. Building, I.I Chundrigar Road, Karachi and is listed on PSX.

The Bank is engaged in banking services as described in the Banking Companies Ordinance, 1962 and is operating in the
Commercial Banks’ sector. As of September 30, 2020, the Bank is operating through 686 branches (December 31, 2019: 674
branches) and 24 sub-branches (December 31, 2019: 24 sub-branches); out of these, 505 branches (December 31, 2019:
501) are conventional, 170 (December 31, 2019: 162) are Islamic, 11 (December 31, 2019: 10) are overseas in Afghanistan
(2), Bangladesh (7), Bahrain (1) & UAE (2) and 1 (December 31, 2019: 1) is an offshore banking unit.

The Bank provides financial solutions to consumers, corporations, institutions and governments through a broad spectrum
of products and services, including Treasury solutions, Corporate and Investment Banking, Consumer Banking and Credit,
SME, Agri-finance, Islamic and Asset financing solutions.

NAME OF THE SPONSORS

The Bank is majority owned and operated by the Abu Dhabi Group who has an ownership of 49.03% in the Bank. The
International Finance Corporation (“IFC”), an investment arm of the World Bank, partnered with the Bank in 2014, and holds
14.74% stake in the Bank.

Name of Shareholders Shares Held Percentage (%)

Abu Dhabi Group 871,314,533 49.03
International Finance Corporation 261,895,095 14.74
Other Shareholders 643,955,491 36.23
Total 1,777,165,119 100

SALIENT FEATURES OF THE ISSUE

The Issue consists of Rated, Secured, Listed, Redeemable Term Finance Certificates (TFCs) having a total Approved Issue Size
of up to PKR 50,000 Million. The TFCs shall be issued in multiple tranches over a period of three (3) years.

The Bank is issuing Tranche Series A which comprises of Listed, Rated, Secured, Fixed Rate, Redeemable Term Finance
Certificates (TFCs). The salient features of the Issue are given below:

Page 18 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

TFC Certificate Value Coupon Payment

PKR 5,000/unit Semi-Annually

Repayment
PKR 11 Billion Instrument Rating by
(Inclusive of a Green
3 Years PACRA
Shoe Option of PKR 1
AAA
Billion)

Pricing
9.03% per annum % Listing
Pakistan Stock
Exchange (PSX)

The Issue Size of Tranche Series A is PKR 11,000 million (Inclusive of Green Shoe Option of PKR 1,000 million), out of which
TFCs of PKR 9,000 million (82% of Issue Size) have been issued to and subscribed by Pre-IPO investors and TFCs of PKR 2,000
million, inclusive of a Green Shoe Option of PKR 1,000 million (18% of Issue Size), are being offered to the general public
through this Shelf Prospectus.

PRE AND POST ISSUE SHAREHOLDING OF THE SPONSORS

2.4.1 ORDINARY SHARES

Sr. No. Sponsors Pre-Issue Shareholding Post-Issue Shareholding

1 Abu Dhabi Group 49.03% 49.03%
2 International Finance Corporation 14.74% 14.74%

PRINCIPAL PURPOSE AND UTILISATION OF PROCEEDS

The primary purpose of issuing the TFCs is to hedge the Issuer’s fixed rate assets i.e. staff loans, consumer loan portfolio etc.
with fixed rate liabilities, with the objective of increasing the maturity of the Bank’s liability profile.

The amount raised through the Instrument shall be primarily utilized in investing in Government of Pakistan (“GoP”) issued
securities including but not limited to Treasury Bills, Pakistan Investment Bonds (Fixed and/ or Floater), Ijarah Sukuk or any
other GoP issued securities.

QUALIFIED OPINION, IF ANY, GIVEN BY THE AUDITOR DURING THE LAST THREE FINANCIAL YEARS:

No, qualified opinion has been issued by the Bank’s external auditor, M/S EY Ford Rhodes Chartered Accountants during
the last three financial years

Nil

Page 19 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

FINANCIAL INFORMATION
Unconsolidated Financial Statements
Audited Audited Audited Un-Audited
PKR in Millions
CY 2017 CY 2018 CY 2019 3Q CY 2020
Income Statement
Mark-up / Return / Interest Earned 56,920 59,672 92,4811 71,736
Mark-up / Return / Interest Expensed 27,354 27,746 47,623 37,269
2
Net Mark-up / Interest Income 28,976 31,926 44,857 34,467
Total Income 38,946 42,357 55,253 44,491
Operating Expenses 25,425 24,713 29,843 23,877
Operating Profit before Tax and Provision 13,522 17,645 25,410 20,614
3
Provisions/ Write-Offs (523) 27 3,029 6,279
Profit before Tax 14,045 17,618 22,382 14,355
Profit after Tax 8,367 10,625 12,696 8,331
Statement of Financial Position
Authorized Capital 23,000 23,000 23,000 23,000
Share Capital/ Paid up Capital 16,076 17,744 17,772 17,772
Net Worth (i.e. T. Assets – T. Liabilities) 65,800 75,647 88,027 93,734
Reserves 18,157 23,051 26,046 28,193
Unappropriated Profit 24,283 27,470 32,843 36,817
Surplus on revaluation of Assets – Net of Tax 7,285 7,383 11,367 10,952
Shareholders’ Equity 65,800 75,647 88,028 93,733
Total Assets 998,828 1,006,218 1,065,311 1,243,782
Gross Advances 417,182 518,392 529,971 520,475
Advances – Net of Provision 400,655 501,636 511,236 495,888
Non- Performing Loans 17,579 18,822 22,417 25,176
Investments- at Cost 398,188 279,135 295,103 534,766
Investments – Net 400,733 277,660 299,098 539,707
Total Liabilities 933,028 930,571 977,284 1,150,048
Deposits & Other Accounts 644,985 702,895 782,284 820,066
Borrowings 207,194 123,738 102,842 234,175
Cash Flow Statements
Cash Flow from Operations4 30,800 (142,470) 80,948 194,169
Key Ratios
Net Interest Margin5 3.6% 4.0% 5.3% N/A
Earnings per Share 4.74 5.99 7.15 4.69
Breakup Value per Share 40.93 42.63 49.53 52.74
Note: Financial Information disclosed herein is based on available audited financial statements except 3QCY2020 report.
1
Increase in policy rate resulted in higher interest / mark-up earned during the years
2
Higher spreads and average earning assets along with effective balance sheet management contributed to rise in the net
interest income
3
The major increase is due to provision for diminution in value of investments and provisions against loans & advances
4
Cash flow from operations was negative for the year due to increase in Advances of PKR 100bn, as a part of bank’s strategy
to increase advances
5
The bank posted increased in net interest margin due to improvement of CASA mix over the period

Page 20 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

FINANCIAL HIGHLIGHTS – CONSOLIDATED

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Income Statement
Mark-up / return / interest earned 56,183 59,677 92,4901 71,741
Mark-up / return / interest expensed 27,200 27,752 47,628 37,281
Net Mark-up/ interest income 28,983 31,926 44,862 34,461
Total Income 38,746 43,291 55,924 45,125
Operating Expenses 24,995 24,719 29,203 24,003
Operating Profit before tax and provision 13,455 18,167 25,944 21,122
2
Provisions / write-offs (616) (16) 3,029 6,279
Profit before tax 14,071 18,184 22,915 14,843
Profit after tax 8,614 10,991 13,032 8,663
Statement of Financial Position
Authorized Capital 23,000 23,000 23,000 23,000
Share Capital/ Paid up Capital 16,076 17,744 17,772 17,772
Net Worth (i.e. T. Assets – T. Liabilities) 66,830 77,022 89,283 95,334
Reserves 18,157 23,051 26,046 28,193
Unappropriated Profit 24,866 28,324 33,997 38,295
Surplus on revaluation of assets - net of tax 7,309 7,389 11,377 10,972
Shareholders' equity 66,408 76,507 89,191 95,232
Total Assets 1,001,034 1,008,605 1,067,749 1,246,662
Gross Advances 417,188 518,398 529,974 520,479
Advances - net of Provision 400,660 501,640 511,238 495,890
Non-Performing Loans 17,580 18,824 22,418 25,178
Investments - at Cost 399,168 280,678 296,863 536,934
Investments – Net 401,742 279,252 300,906 541,935
Total Liabilities 934,204 931,583 978,466 1,151,328
Deposits & Other Accounts 644,925 702,847 782,275 820,060
Borrowings 207,537 124,018 103,134 234,406
Cash Flow Statements
Cash Flow from Operating Activities3 30,580 (142,509) 81,073 194,110
Key Ratios
Earnings per Share 4.88 5.99 7.15 4.87
Breakup Value per Share 41.30 43.12 50.19 53.59
1
Higher spreads and average earning assets along with effective balance sheet management contributed to a strong rise in
the net interest income.
2
In 2019, the major increase is due to provision for diminution in value of investments and provisions against loans &
advances.
3
The significant differential between 2018 and 2019 is due to lower percentage increase in advances and decrease in
borrowings.

Page 21 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

LEGAL PROCEEDINGS AND OVERDUE LOANS

For legal proceedings and overdue loans, refer to Part IX of the Shelf Prospectus.

RISK FACTORS

For key risk factors that would have an impact on the Bank, its business operations and the Issue, please refer to part VI of
the Shelf Prospectus.

RELATED PARTY TRANSACTIONS

The Bank has related party transactions with its parent, subsidiaries, associates, employee benefit plans and its directors
and key Management personnel.

The Bank enters into transactions with related parties in the ordinary course of business and on substantially the same terms
as for comparable transactions with person of similar standing. Contributions to and accruals in respect of staff retirement
benefits and other benefit plans are made in accordance with the actuarial valuations / terms of the contribution plan.
Remuneration to the executives / officers is determined in accordance with the terms of their appointment.

Details of transactions with related parties are given below and in the audited financial statements of the Bank available on
the Bank’s website:

PKR’000 September 30, 2020 (Un-Audited)

Key Management Other Related
Directors/CEO Subsidiaries Associates
Personnel party
Lending to financial institutions - 1,881,309
Closing
Investments – Closing 300,000 1,177,606 1,191,405
Provision for diminution in value of 42,981 3,936
investments
Advances 81,235 727,516 2,388,565
Other Assets:
Interest accrued 1,813 91,275 37,080
Receivable from staff retirement 891,116
fund
Prepayment / rent receivable 780 43,400
Advance against shares 50,000
Borrowings – Closing 985,939
Deposits and other accounts – 60,850 230,519 5,446 1,149,863 3,732,211
Closing
Other Liabilities:
Interest / mark up payable 48 878 9441
Unearned rent
Others 438 3
Contingencies and Commitments 82,851 22,991
Income:
Markup/ return earned 6,943 31,447 376,105
Commission income 60,304
Dividend income 45,000 17,136
Other Income 5,506 15,376

Page 22 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Expense:
Markup paid 443 7,351 120 82,069 251,612
Operating Expenses 230,699 1,087,850 1,672 519,727
Dividend paid 547,914 10,070 6,415 1,657,492
Insurance premium paid 658,659
Insurance claims settled 273,609

PKR’000 December 31, 2019

Key
Other Related
Directors/CEO Management Subsidiaries Associates
party
Personnel
Investments – Closing 300,000 1,177,606 1,191,425
Provision for diminution in value of investments 42,981 3,936
Advances 91,129 661,838 4,200,405
Other Assets:
Interest accrued 10,939 69,192 98,163
Receivable from staff retirement fund 1,019,178
Prepayment / rent receivable 8,517
Advance against shares 82,312
Borrowings – Closing 494,646
Deposits and other accounts – Closing 12,076 257,121 9,335 588,149 4,584,695
Other Liabilities:
Interest / mark up payable 156 7,007
Unearned rent 1,560
Others 283 3,962
Contingencies and Commitments 181,172
Income:
Markup/ return earned 5,431 30,251 613,453
Commission income 155,139
Dividend income 12,511
Other Income 3,759
Expense:
Markup paid 44 13,687 285 81,883 243,840
Operating Expenses 362,750 1,297,908 1,004 585,239
Dividend paid 966,735 20,174 15,131 2,751,227
Insurance premium paid 566,033
Insurance claims settled 391,015

PKR’000 December 31, 2018

Key
Other Related
Directors/CEO Management Subsidiaries Associates
party
Personnel
Investments – Closing 430,493 1,816,343 992,661
Provision for diminution in value of investments 42,981 3,936
Advances 105,650 449,323 3,354,510
Other Assets:
Interest accrued 5,507 42,368 134,900
Receivable from staff retirement fund 923,633
Prepayment / rent receivable 832 8,215
Profit receivable from Sukuk 1,858
Advance against shares 50,000
Borrowings – Closing 200,000

Page 23 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Deposits and other accounts – Closing 7,438 193,954 48,155 1,056,941 3,193,911
Other Liabilities:
Interest / mark up payable 11 1,960 494 7,446 11,918
Unearned rent
Others 201 3,961
Contingencies and Commitments 162,468
Income:
Markup/ return earned 5,507 18,229 482,333
Commission income 63,167
Dividend income 219,000 2,109
Other Income 2,496 18,651
Expense:
Markup paid 20 4,536 3,942 55,367 192,261
Operating Expenses 416,849 994,463 1,172 1,235,131
Dividend paid 640,921 11,584 5,454 1,538,460
Insurance premium paid 497,497
Insurance claims settled 328,333

PKR’000 December 31, 2017

Key
Other Related
Directors/CEO Management Subsidiaries Associates
party
Personnel
Lending to financial institutions 1,500,000
Investments 430,493 1,816,343 1,317,808
Provision for diminution in value of investments 53,936
Advances 458,240 7,591,327
Provision held against advances 1,540,029
Other Assets:
Interest accrued 43,725 577,813
Receivable from staff retirement fund 729,546
Prepayment / rent receivable 2,496
Profit receivable from Sukuk 1,819
Others 923
Borrowings – Closing 502,800
Subordinated Debt 19,964 45,044
Deposits and other accounts – Closing 6,275 160,416 59,984 1,509,943 4,178,787
Other Liabilities:
Interest / mark up payable 1,448 277 7,945 40,025
Unearned rent 8,936
Others 316
Contingencies and Commitments 129,188 2,589,842
Income:
Markup/ return earned 2,319 22,197 452,954
Commission income 156,194
Dividend income 9481
Net gain on sale of securities 323,375
Other Income 2,027 6,478 18,608
Expense:
Markup paid 119 19,668 5,748 79,015 274,682
Operating Expenses 680,153 1,356,377 967 983,646
Insurance premium paid 505,826
Insurance claims settled 321,392

Page 24 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART III

3 OVERVIEW, HISTORY AND PROSPECTS

BACKGROUND AND HISTORY

Name of the Issuer Bank Alfalah Limited

Date of Incorporation June 21, 1992
Date of Commencement of Business November 1, 1992
Registration Number 0027580
Listing Information Listed on Pakistan Stock Exchange Limited in 2004

Bank Alfalah Limited is a banking company incorporated in Pakistan on June 21 st, 1992 as a public limited company under
the Companies Act, 2017 (earlier the Companies Ordinance, 1984). It commenced its banking operations on November 1st,
1992. The Bank’s registered office is located at B.A. Building, I.I Chundrigar Road, Karachi and is listed on PSX.

The Bank is engaged in banking services as described in the Banking Companies Ordinance, 1962 and is operating in the
Commercial Banks’ sector. As of September 30, 2020, the Bank is operating through 686 branches (December 31, 2019: 674
branches) and 24 sub-branches (December 31, 2019: 24 sub-branches); out of these, 505 branches (December 31, 2019:
501) are conventional, 170 (December 31, 2019: 162) are Islamic, 11 (December 31, 2019: 10) are overseas in Afghanistan
(2), Bangladesh (7), Bahrain (1) & UAE (2) and 1 (December 31, 2019: 1) is an offshore banking unit.

The Bank provides financial solutions to consumers, corporations, institutions and governments through a broad spectrum
of products and services, including Treasury solutions, Corporate and Investment Banking, Consumer Banking and Credit,
Securities Brokerage, SME, Agri-finance, Islamic and Asset financing solutions.

PACRA & VIS have assigned an entity rating of ‘AA+’ (double A plus) for the long-term and ‘A1+’ (A one plus) for the short-
term, with outlook assigned as stable, dated June 26, 2020 and June 30, 2020, respectively.

The Bank has 61.20% shareholding in Alfalah CLSA Securities (Private) Limited, which is engaged in the business of stock
brokerage, investment counseling and fund placements. The Bank has 40.22% shareholding in Alfalah GHP Investment
Management Limited, which is an asset management company and pension fund manager. It also manages portfolio of
investors under non-discretionary portfolio management agreements.

Page 25 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PATTERN OF SHAREHOLDING OF THE BANK

The Bank is majority owned and operated by the Abu Dhabi Group. The International Finance Corporation (“IFC”), an
investment arm of the World Bank, partnered with the Bank in 2014, and holds 14.74% stake in the Bank.

Pattern of Shareholders as on Sep 30, 2020 is as follows:

Name of Shareholders Shares Held Percentage

A. Abu Dhabi Group – ADG (including sponsors and directors)
H.H. Nahayan Mabarak AI Nahayan 189,589,434 10.67%
H.H. Sheikh Hamdan Bin Mubarak AI Nahayan 148,893,722 8.38%
H. E. Suroor Bin Mohammad AI Nahyan 126,537,180 7.12%
H. E. Saeed Bin Mohammad AI Nahyan 64,433,188 3.63%
Messrs Electro Mechanical Company LLC 96,726,938 5.44%
H. E. Dr. Mana Saeed AI Otaiba 40,363,866 2.27%
Mr. Abdulla Khalil AI Mutawa 12,464 0.00%
Dhabi One Investments Services LLC 42,422,788 2.39%
H.H. Sheikha Fakhira Saeed S Alnehayan 4,791,994 0.27%
Mr. Khalid Mana Saeed AI Otaiba 74,202 0.00%
Mr. Abdulla Nasser Hawaileel AI Mansoori 83,255,882 4.68%
H. E. Shaikh Mohammad Bin Butti AI Hamid 59,362,875 3.34%
H. E. Shaikh Saif Mohammad Bin Butti AI Hamid 14,850,000 0.84%

B. International Finance Corporation (IFC) 261,895,095 14.74%

C. Other Directors 1,025,700 0.06%

D. Associated Companies

Total of A to D 1,134,235,328 63.82%

E. Mutual Funds 54,768,423 3.08%

F. NBFCs, FIS, DFIs, PSEs and other Companies 424,586,564 23.89%

G. All Other Shareholders 163,574,804 9.20%

Grand Total 1,777,165,119 100.00%

REVENUE AND COST DRIVERS

Key Revenue Drivers:

1. Bank's spreads are linked with SBP's policy rate and any change in this benchmark rate directly affects the pricing
of Bank's assets and liabilities.
2. Growth in deposits contributes directly towards the liquidity available to the Bank to grow its financing, investment
and placement book, which in turn contributes to increasing the top line for the Bank. In addition to this, higher
portion of CASA base, which comprises of low-cost sticky deposits, provides the Bank an opportunity to enhance
its earning capacity.
3. Fee and commission income is another revenue driver which represents Bank's income generated through non
fund based activities such as trade business, branch banking service, wealth management services, ADC services,
investment advisory, etc.

Page 26 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Key Cost Drivers:

1. Since Bank is operating in the service industry, its major operating cost pertains to its human capital which includes
cost associated with payroll, incentives, trainings, etc.
2. The next major expense item relates to the branch network of the Bank which operates primarily to provide services
to customers and growing the overall balance sheet of the Bank. Significant investment is required for the Bank to
maintain and grow its branch network. Branch expenses includes costs related to rent, utilities, communication,
repair & maintenance of premises, technology, security, depreciation etc.
3. Significant portion of Bank's costs also pertain to information technology which includes expenses related to
hardware & software maintenance, network, depreciation, IT security, etc.
4. Cost incurred by the Bank for marketing and advertisement of its products, services and brand is another key
expense.
5. Provisions and write-offs related to non-performing assets of the Bank directly impact the profitability of the Bank.

ORGANISATIONAL STRUCTURE

The major shareholding of the Bank lies with the Abu Dhabi Group who has an ownership of 49.03% in the Bank. The Abu
Dhabi Group is made up of individuals and companies whose shareholding within the Bank is given in part 3.2 of this
Prospectus.

Page 27 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

MAJOR HISTORICAL EVENTS

Incorporation of Incorporation of ADT Tier 1 Capital
Alfalah Securities Alfalah Insurance Issuance
(Private) Limited Limited
Incorporation of Bank Listing of Bank Alfalah Investments in
Alfalah Limited on Stock Exchange Sapphire Wind Power
Company Limited

1992 2003 2004 2005 2013 2017

Incorporation of
Commencement of
Alfalah GHP
Operations
Established Islamic Investment
Banking Division Management Limited
within Bank

3.5.1 KEY AWARDS AND ACHEIVEMENTS

The following awards and achievements highlight the outstanding banking and financial services provided by Bank Alfalah:

 Best Investor Relations 2013, 2014, 2015, 2016, 2017, 2018 & 2019 by CFA Society of Pakistan
 Corporate Finance House of the Year– Equity & Advisory 2015 & 2017 by CFA Society of Pakistan
 Best Islamic Banking Window 2015 awarded by CFA Society of Pakistan
 Runner-up Best Corporate Finance House Award for the Year
 Best Bank 2019 awarded by Institute of Bankers of Pakistan
 Best Customer Franchise 2019 awarded by Institute of Bankers of Pakistan

 Best SME Bank 2018 by Institute of Bankers of Pakistan

 Best Customer Franchise 2018 awarded by Institute of Bankers of Pakistan

 Best Bank 2017 awarded by Institute of Bankers of Pakistan

 Best Customer Franchise 2017 and 2016 awarded by Institute of Bankers of Pakistan
 Best Credit and Debit Card 2016 by Consumer Choice Awards
 Best Corporate Credit Card 2016 by Consumer Choice Awards
 Best Credit Cards Offerings 2016 by International Finance Magazine

 Best Corporate Credit Card 2016 by Pakistan Society of Training and Development

 Most Popular Bank for Conventional Auto Finance 2015 by People Choice Awards

 Shariah Authenticity Award 2015 by Global Islamic Finance Awards

 Best Research and Development 2015 by Global Islamic Finance Awards
 Best Islamic Banking Window 2013, 2014 and 2015 by Global Islamic Finance Awards
 Most Popular Auto Financing Bank by Auto Finance Awards
 Best Bank for Auto Finance by Auto Finance Awards

Page 28 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PRODUCTS OR SERVICES OF THE ISSUER

The Bank provides financial solutions to consumers, corporations, institutions and governments through a broad spectrum
of products and services, including Treasury Solutions, Corporate and Investment Banking, Consumer Banking, Commercial,
SME, Agri-finance, Islamic and Asset Financing.

3.6.1 RETAIL BANKING

The Bank offers a range of personal banking and SME products through its retail network consisting of branches, ATMs, call
centers and digital banking solutions. The Bank’s diverse range of services and products include a range of deposit accounts,
consumer loans, SME loans, wealth management products and other payment solutions.

Deposits Products:

Bank Alfalah offers a comprehensive deposit product suite, which is complemented through their vast branch network, and
digital banking solutions. They offer from transactional current deposit products to structured savings products and term
deposits in order to serve all kinds of customers.

Consumer Financing:

The Bank’s consumer finance business consists of one of the most diverse product propositions in the market on both the
secured and unsecured side, which include industry leading Credit Cards, Auto Loans, Personal Loans and Home Loans, all
of which are widely renowned in the market.

SME lending/ Agri-financing/Trade:

The Bank provides one of the largest suite of financial and non-financial products and services to its SME customers. It has
introduced formal Non-Financial Advisory Services for its SME customers. In this regard, the Bank has conducted various
programs and sessions across Pakistan for SME customers to increase awareness on product and services available and
impart valuable knowledge about business efficiency and management. The Bank has products ranging from working capital
to supply chain finance and cash-flow based clean lending products. It’s unique product propositions and superior quality
service enabled the Bank to receive the ‘Best SME Bank Award’ in 2018 at Pakistan’s most prestigious banking award
ceremony.

Wealth Management:

Bank Alfalah also has a vast portfolio of Bancassurance and Investment solutions which it offers to its clients through various
types of mutual fund and insurance.

3.6.2 ISLAMIC BANKING

The Bank is geared towards exploring new markets with a view to diversify its client base and provide innovative financial
solutions in Islamic Banking Portfolio. Currently it has 164 Islamic branches (June 30, 2020) and as of CY 2019, it had an
Islamic Deposits and Advances of PKR 122 bn and PKR 87.5 bn respectively.

Deposit Products:

Bank Alfalah Islamic offers a wide range of deposit products ranging from as simple as current deposits to structured savings
product. These products are designed in strict adherence to Shariah principles in order to comply with the Shariah

Page 29 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

regulations. Dr. Mufti Khalil Ahmad Aazami, who is a renowned Shariah Scholar in the Islamic Banking industry, is the
Chairperson of the Bank’s Shariah Board.

Asset Products:

It also provides financing facilities for purchasing of various kinds of assets for its retail segment as well as commercial
segment. These assets range from Islamic Car Ijarah to Manufacturing Plants and Machineries and have been structured in
such a way that it caters to needs from an individual to large corporations.

Wealth Management:

In addition, it also offers investment services which enables its customers to manage their investment needs through
investments in Alfalah GHP’s Shariah compliant funds.

3.6.3 CORPORATE BANKING

Bank Alfalah provides corporate banking solutions that comprise of credit, transaction banking, syndication and investment
banking. As of CY 2019, the Bank had Corporate Deposits and Advances of PKR 103 bn and PKR 243 bn respectively.

Credits:

Credit facilities include loan and fee-based products and services such as cash and credit facilities, demand and short term
loans, export credits, guarantees, time deposits etc. which Bank Alfalah introduced in order to facilitate the financial
requirements of medium and large sized corporate clients.

Investment Banking:

The Bank is a key market player in the Project Finance and Syndications segments with a key focus on power, sugar and
electronics. Its service suite comprises of long-term and short-term lending with flexibility for structured products,
syndications, project finance and advisory service.

Transaction Banking:

Trade Finance and Supply Chain Finance are the two key pillars of the Transaction Banking Division, which in tandem with
Cash Management propositions, strengthens Bank Alfalah's Transaction Banking Products' Suite. Apart from this, it also
offers online banking solution within the segment.

Financial Institutions:

The Division offers solutions to its clients via its Financial Institution desk, NBFI, Home Remittance and International Business
desks. The FI desk manages strategic relationships with banks globally via over 600 RMAs while NBFI desk offers structured
financing, bilateral Credit facilities, and structured finance for NBFIs.

International Business Unit is the business owner of the Bank’s global presence in Afghanistan, Bangladesh, Dubai and
Bahrain. They make effort to ensure that all operations are functioning within the regulatory requirements of the host
country and State Bank of Pakistan.

3.6.4 GLOBAL TREASURY AND CAPITAL MARKETS

Treasury is an established and active player in the Interbank Money and the FX markets, with major focus on client centric
solutions for both conventional and Islamic franchises. It also contributes significantly to the Bank's bottom line, whilst

Page 30 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

managing its balance sheet risk exposures. In CY2019, the Bank earned PKR 2.8 bn through Foreign Exchange and processed
foreign remittances amounting to USD 1.06bn.

While on the other hand, leveraging its active role in Capital Markets and their development, the Bank has also established
an award winning Equity Advisory and Investor Relation franchise and offers comprehensive solutions to its clientele. In this
regard, the Bank has (i) Underwriting License (ii) Bankers to the Issue License.

3.6.5 DIGITAL BANKING

Bank Alfalah believes banking can be simpler, faster and more effortless for all and thereby it is innovating the way it engages
with its consumers across their financial lifecycle. Therefore, as a thought leader in the industry, it has positioned its digital
services to grow beyond the core banking services with an annual throughput of USD 3 bn as per CY2019. They are
continuously improving digital processes and user experiences and investing more in mobile-centric digital customer
experience to cater to a larger ecosystem of services and lead the digital wave.

END USERS, DEMAND FOR THE PRODUCTS AND NAMES OF COMPETITORS

End users of the Bank’s products are individuals and corporates. Financial inclusion and banking penetration levels in the
country are well below regional averages; however, this presents an opportunity for the Bank to experience growth backed
by population expansion, improving regulatory environment, rising income levels and increasing awareness and a growing
preference for Shariah-compliant modes of finance. Moreover, structural factors, such as the expansion of private-sector
employment, are expected to enhance demand and increase the banking penetration rate.

The Bank has the following competitors in the commercial banks’ sector:

1. Public Sector Commercial Banks

 First Women Bank Limited

 National Bank of Pakistan
 Sindh Bank Limited
 The Bank of Khyber
 The Bank of Punjab

2. Local Private Banks

 AlBaraka Bank (Pakistan) Limited  MCB Bank Limited

 Allied Bank Limited  MCB Islamic Bank Limited
 Askari Bank Limited  Meezan Bank Limited
 Bank Al Habib Limited  SAMBA Bank Limited
 BankIslami Pakistan Limited  Silk Bank Limited
 Dubai Islamic Bank Pakistan Limited  Soneri Bank Limited
 Faysal Bank Limited  Standard Chartered Bank (Pakistan) Limited
 Habib Bank Limited  Summit Bank Limited
 Habib Metropolitan Bank Limited  United Bank Limited
 JS Bank Limited

3. Foreign Banks

 Citibank N.A.
 Deutsche Bank AG

Page 31 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

 Industrial and Commercial Bank of China Limited

 Bank of China Limited

INTELLECTUAL PROPERTY RIGHTS

None

FUTURE PROSPECTS OF THE BANK, AND DEMAND OUTLOOK

The Bank remains well positioned for sustainable growth and building long-term shareholder value in these testing times.
BAFL will continue to invest in Digital Banking, technology infrastructure, human capital and strengthening of its compliance
and controls environment. The actions of the Bank during this global crisis are essential to keeping the economy going. Being
an essential service provider, Bank Alfalah will continue to play a lead role in the economic growth and providing financial
services to the masses. The Bank is working very closely with its customers to assist them in their banking needs and minimize
the risk of credit headwinds in these unprecedented times. At the same time, it will continue to focus on building a low cost
deposit base, improving the return on capital on risk assets, optimizing returns from the banking book, enforcing a strong
cost discipline across the bank and maximizing value for its stakeholders.

RESPONSE TO COVID 19 PANDEMIC

Pakistan has been successful in mitigating the effects of COVID-19 by taking a preemptive action and reducing the impact
on the country’s economy. The federal and provincial governments have implemented a range of measures to delay/ contain
the spread of the virus which included closure of school, social distancing measures, and smart lockdowns in cities and
provinces across the country.

Despite the measures taken by government and the regulators, the ongoing Covid pandemic, might impact the credit quality
across certain sectors. The Bank continues to monitor the credit risk and the potential impact on the Bank’s Risk Weighted
Assets. To help our customers during the pandemic, the Bank made access to SBP debt relief program convenient. So far,
the Bank has provided assistance to over 6,387 customers through deferment/rescheduling of loans amounting to PKR 53bn.
Furthermore, fresh loans backed by SBP refinance scheme (wage and salaries) were given to over 300 customers.

So far SBP have taken several measures both on Monetary & Fiscal side to provide stimulus to economy. Details of these
measures are available on State Bank of Pakistan’s website. Some of the measures are;

i) Monetary Policy & Macro Measures:

A reduction of policy rate by 625bps; (ii) Temporary Economic Refinancing Facility’ (TERF) worth PKR 100 billion in bank
refinancing to stimulate investment in new manufacturing plants and machinery at 7 percent fixed for 10 years (iii) the
Refinance Facility for Combating COVID–19 worth PKR 5 billion to support hospitals and medical centers.

SBP also taken several regulatory measures to maintain banking system soundness and sustain economic activity. These
include (i) reducing the capital conservation buffer by 100 basis points to 1.5 percent; (ii) increase the regulatory limit on
extension of credit to SMEs and (iii) allowing banks to defer clients’ payment of principal on loan obligations by one year

ii) Fiscal Measures:

A relief package worth PKR 1.2 trillion has been implemented. Key measures include: (i) an elimination of the import duties
on imports of emergency health equipment; (ii) relief to daily wage workers of PKR 200 billion (iii) cash transfers to low-
income families, an amount worth of PKR 150 billion (iv) accelerated tax refunds to the export industry of PKR 100 billion (v)

Page 32 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

financial support to SMEs of PKR 100 billion. The economic package also includes accelerated procurement of wheat of PKR
280 billion.

APPROVALS

Bank Alfalah Limited is regulated by State Bank of Pakistan and holds a valid license from SBP to conduct its business

Issue of License to Commence Banking Business

License Number No.B.L.8
Issuance Date 1st October, 1992
Issuing Authority State Bank of Pakistan

Page 33 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

GROUP STRUCUTRE OF THE ISSUER AND DETAILS OF ASSOCIATED COMPANIES

Bank Alfalah
Limited

Associates Subsidiaries

40.22% 30.00% 61.20%

Alfalah GHP Sapphire Wind Alfalah CLSA
Investment Power Securities (Pvt.)
Management Company Ltd
Limited Limited

30.00%
Alfalah
Insurance
Limited

Name of the Company Nature of Business Relationship Shareholding Value*

Alfalah CLSA Securities Alfalah CLSA Securities (Private) Limited is Subsidiary 61.20% 257,019
(Pvt.) Ltd engaged in the business of stock
(Unlisted Company) brokerage, investment counseling, fund
placements and investment consultancy.
It promises to offer exceptional service to
its clients based on its strong research and
execution capability.
Alfalah GHP Investment Alfalah GHP Investment Management Associate 40.22% 130,493
Management Limited Limited is an asset management company
(Unlisted Company) and pension fund manager. It also
manages portfolio of investors under non-
discretionary portfolio management
agreements. It has the right solutions to
match the needs of individuals,
corporates and retirement funds.
Sapphire Wind Power Sapphire Group and Bank Alfalah took the Associate 30.00% 978,123
Company Limited lead in entering the nascent wind energy
(Unlisted Company) sector in Pakistan and established
Sapphire Wind Power Company Limited
for undertaking independent
development of a wind farm in the
country. It is committed to be part of the
revolutionary shift in the energy paradigm
by offering clean, green and affordable
energy solutions.

Page 34 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Name of the Company Nature of Business Relationship Shareholding Value*

Alfalah Insurance Limited Alfalah Insurance Company Limited is a Associate 30.00% 68,990
(Unlisted Company) general non-life insurance company,
which also works as a window Takaful
operator. Alfalah Insurance Limited offers
best in class insurance services to the
insuring public, which is comparable to
international standards.
*Carrying value as at December 31, 2019

RELATED PARTIES TRANSACTIONS

The Bank has related party transactions with its parent, subsidiaries, associates, employee benefit plans and its directors
and Key Management Personnel.

The Bank enters into transactions with related parties in the ordinary course of business and on substantially the same terms
as for comparable transactions with person of similar standing. Contributions to and accruals in respect of staff retirement
benefits and other benefit plans are made in accordance with the actuarial valuations / terms of the contribution plan.
Remuneration to the executives / officers is determined in accordance with the terms of their appointment.

Details of transactions with related parties are as follows:

PKR’000 September 30, 2020 (Un-Audited)
Key Management Other Related
Directors/CEO Subsidiaries Associates
Personnel party
Lending to financial institutions - 1,881,309
Closing
Investments – Closing 300,000 1,177,606 1,191,405
Provision for diminution in value of 42,981 3,936
investments
Advances 81,235 727,516 2,388,565
Other Assets:
Interest accrued 1,813 91,275 37,080
Receivable from staff retirement 891,116
fund
Prepayment / rent receivable 780 43,400
Advance against shares 50,000
Borrowings – Closing 985,939
Deposits and other accounts – 60,850 230,519 5,446 1,149,863 3,732,211
Closing
Other Liabilities:
Interest / mark up payable 48 878 9441
Unearned rent
Others 438 3
Contingencies and Commitments 82,851 22,991
Income:
Markup/ return earned 6,943 31,447 376,105
Commission income 60,304
Dividend income 45,000 17,136
Other Income 5,506 15,376
Expense:

Page 35 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Markup paid 443 7,351 120 82,069 251,612

Operating Expenses 230,699 1,087,850 1,672 519,727
Dividend paid 547,914 10,070 6,415 1,657,492
Insurance premium paid 658,659
Insurance claims settled 273,609

PKR’000 December 31, 2019

Key Management Other Related
Directors/CEO Subsidiaries Associates
Personnel party
Investments – Closing 300,000 1,177,606 1,191,425
Provision for diminution in value of 42,981 3,936
investments
Advances 91,129 661,838 4,200,405
Other Assets:
Interest accrued 10,939 69,192 98,163
Receivable from staff retirement 1,019,178
fund
Prepayment / rent receivable 8,517
Advance against shares 82,312
Borrowings – Closing 494,646
Deposits and other accounts – 12,076 257,121 9,335 588,149 4,584,695
Closing
Other Liabilities:
Interest / mark up payable 156 7,007
Unearned rent 1,560
Others 283 3,962
Contingencies and Commitments 181,172
Income:
Markup/ return earned 5,431 30,251 613,453
Commission income 155,139
Dividend income 12,511
Other Income 3,759
Expense:
Markup paid 44 13,687 285 81,883 243,840
Operating Expenses 362,750 1,297,908 1,004 585,239
Dividend paid 966,735 20,174 15,131 2,751,227
Insurance premium paid 566,033
Insurance claims settled 391,015

PKR’000 December 31, 2018

Other
Key Management
Directors/CEO Subsidiaries Associates Related
Personnel
party
Investments – Closing 430,493 1,816,343 992,661
Provision for diminution in value of 42,981 3,936
investments
Advances 105,650 449,323 3,354,510
Other Assets:
Interest accrued 5,507 42,368 134,900
Receivable from staff retirement 923,633
fund
Prepayment / rent receivable 832 8,215

Page 36 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Profit receivable from Sukuk 1,858

Advance against shares 50,000
Borrowings – Closing 200,000
Deposits and other accounts – 7,438 193,954 48,155 1,056,941 3,193,911
Closing
Other Liabilities:
Interest / mark up payable 11 1,960 494 7,446 11,918
Unearned rent
Others 201 3,961
Contingencies and Commitments 162,468
Income:
Markup/ return earned 5,507 18,229 482,333
Commission income 63,167
Dividend income 219,000 2,109
Other Income 2,496 18,651
Expense:
Markup paid 20 4,536 3,942 55,367 192,261
Operating Expenses 416,849 994,463 1,172 1,235,131
Dividend paid 640,921 11,584 5,454 1,538,460
Insurance premium paid 497,497
Insurance claims settled 328,333

PKR’000 December 31, 2017

Other
Key Management
Directors/CEO Subsidiaries Associates Related
Personnel
party
Lending to financial institutions 1,500,000
Investments 430,493 1,816,343 1,317,808
Provision for diminution in value of 53,936
investments
Advances 458,240 7,591,327
Provision held against advances 1,540,029
Other Assets:
Interest accrued 43,725 577,813
Receivable from staff retirement 729,546
fund
Prepayment / rent receivable 2,496
Profit receivable from Sukuk 1,819
Others 923
Borrowings – Closing 502,800
Subordinated Debt 19,964 45,044
Deposits and other accounts – 6,275 160,416 59,984 1,509,943 4,178,787
Closing
Other Liabilities:
Interest / mark up payable 1,448 277 7,945 40,025
Unearned rent 8,936
Others 316
Contingencies and Commitments 129,188 2,589,842
Income:
Markup/ return earned 2,319 22,197 452,954
Commission income 156,194
Dividend income 9481

Page 37 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Net gain on sale of securities 323,375

Other Income 2,027 6,478 18,608
Expense:
Markup paid 119 19,668 5,748 79,015 274,682
Operating Expenses 680,153 1,356,377 967 983,646
Insurance premium paid 505,826
Insurance claims settled 321,392

PERFORMANCE OF ASSOCIATED LISTED COMPANIES OVER WHICH THE ISSUER HAS CONTROL:

The Issuer does not have any associated listed companies over which it has control.

INDUSTRY ANALYSIS & PEER COMPARISON

Pakistan’s banking industry comprises of 32 banks out of which 20 are listed on PSX. The industry is regulated by the State
Bank of Pakistan and is highly concentrated of private commercial banks. A distribution of the Pakistan’s banking sector as
of September 2020, is provided below:
Structure of Pakistan's Banking Industry
32

20

5 4 3

Public Sector Local Private Foreign Banks Specialized Banks Total Banks
Banks Banks
Source: State Bank of Pakistan | Statistics of the Banking System

1. Commercial Banks: Provide services such as maintaining deposits, disbursing payments, collecting funds,
maintaining accounts and extending loans. They can also provide secondary services such as financial advisory,
foreign exchange and asset management.
2. Foreign Banks: The principal activities of foreign banks are generally the same as private commercial banks, except
that some foreign banks may be licensed to provide custodian services to foreign investment funds.
3. Specialized Banks: They concentrate mainly on financing specialized economic and social activities or sectors.

3.15.1 SECTOR FINANCIALS

Performance of the banking industry over the past few years has been robust as indicated by considerable growth in asset
base, deposits, advances accompanied by sound financial indicators. Some of the key performance highlights of the Public
sector banks, Local Private banks, Foreign banks and Specialized banks taken from Banking Compendium of June 2020
released by State Bank of Pakistan are depicted in the table below:

(Amount in PKR Billion) CY15 CY16 CY17 CY18 CY19 June 20

Total Assets 14,143 15,831 18,342 19,682 20,718 23,705
Investments (Net) 6,881 7,509 8,729 7,914 8,939 10,979
Advances (Net) 4,816 5,499 6,512 7,955 8,249 8,065

Page 38 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

(Amount in PKR Billion) CY15 CY16 CY17 CY18 CY19 June 20

Deposits 10,389 11,798 13,012 14,254 15,953 17,404
CAR 17.3% 16.2% 15.8% 16.2% 17.0% 18.7%
Gross NPL Ratio1 11.4% 10.1% 8.4% 8.0% 8.6% 9.7%
ROA (Before Tax) 2.5% 2.1% 1.6% 1.3% 1.5% 1.9%
ROE (Before Tax)2 25.8% 23.9% 19.5% 17.4% 20.1% 25.2%
ADR 46.4% 46.6% 50.1% 55.8% 51.7% 46.3%
Source: Banking Compendium by State Bank of Pakistan June 2020

3.15.2 PEER ANALYSIS

Advances Deposits Total Equity Branches NPL Ratio

Dec’19 PKR Bn Dec’19 PKR Bn Dec’19 PKR Bn Dec’19 Number Dec’19 %
1,167 2,438 225 1,760 6.59%
1,008 2,198 12.97
239 1,530
%
695 1,558 191 1,362 7.65%
548 1,227 171 1,410 8.41%
511 782 89 698 4.23%
494 933 63 760 1.78%
489 904 62 718 1.46%
485 1,049 117 1,393 3.17%
373 679 42 535 7.06%
310 458 55 555 9.11%
274 611 48 392 6.04%
218 466 73 61 7.54%
Source: Financial Statements

3A. SHARE CAPITAL AND RELATED MATTERS

3A.1 SHARE CAPITAL

Issued, subscribed and paid up Capital

Number of Shares Fully paid up ordinary shares of Rs. 10/ each Rupees
891,453,153 Fully paid in Cash 8,914,531,530
885,711,966 Issued as bonus shares 8,857,119,660
1,777,165,119 17,771,651,190

1
NPLs increased due to subjective classification; however, it is lower as compare to industry average as NPL ratio of Bank
Alfalah is still below 5% Zeeshan
2
Based on Average Equity Plus Surplus on Revaluation.

Page 39 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

3A.2 PATTERN OF SHAREHOLDING

Pattern of Shareholders as on September 30, 2020 is as follows:

Name of Shareholders Shares Held Percentage

A. Abu Dhabi Group – ADG (including sponsors and directors)
H.H. Nahayan Mabarak AI Nahayan 189,589,434 10.67%
H.H. Sheikh Hamdan Bin Mubarak AI Nahayan 148,893,722 8.38%
H. E. Suroor Bin Mohammad AI Nahyan 126,537,180 7.12%
H. E. Saeed Bin Mohammad AI Nahyan 64,433,188 3.63%
Messrs Electro Mechanical Company LLC 96,726,938 5.44%
H. E. Dr. Mana Saeed AI Otaiba 40,363,866 2.27%
Mr. Abdulla Khalil AI Mutawa 12,464 0.00%
Dhabi One Investments Services LLC 42,422,788 2.39%
H.H. Sheikha Fakhira Saeed S Alnehayan 4,791,994 0.27%
Mr. Khalid Mana Saeed AI Otaiba 74,202 0.00%
Mr. Abdulla Nasser Hawaileel AI Mansoori 83,255,882 4.68%
H. E. Shaikh Mohammad Bin Butti AI Hamid 59,362,875 3.34%
H. E. Shaikh Saif Mohammad Bin Butti AI Hamid 14,850,000 0.84%

B. International Finance Corporation (IFC) 261,895,095 14.74%

C. Other Directors 1,025,700 0.06%

D. Associated Companies

Total of A to D 1,134,235,328 63.82%

E. Mutual Funds 54,768,423 3.08%

F. NBFCs, FIS, DFIs, PSEs and other Companies 424,586,564 23.89%

G. All Other Shareholders 163,574,804 9.20%

Grand Total 1,777,165,119 100.00%

3A.3 SHARES ISSUED IN PRECEDING YEARS

Details of shares issued in the history of the Bank are as follows:

Shares Issued in Preceding Years

Number of Shares Issued
Sr. Par Value Date of
Description of Shares Issued Redeemable Ordinary
No (PKR) Allotment
Preference Shares Shares
1 Opening balance - 15,000,000 10 31-Dec-97
2 25% Right Share Issue (R-1) - 25,000,000 10 27-Dec-01
3 33.33% Bonus Share Issue (B-1) - 100,000,000 10 28-Dec-02
4 100% Bonus Share Issue (B-2) - 50,000,000 10 30-Sep-03
5 25% Bonus Share Issue (B-3) - 49,980,000 10 24-Dec-04
6 25% Right Share Issue (R-2) - 20,000 10 4-Apr-05
7 Balance of 25% Right Share Issue (R-2) - 100,000,000 10 13-Mar-06
8 33.33% Bonus Share Issue (B-4) - 100,000,000 10 28-Apr-06
9 25% Right Share Issue (R-3) - 150,000,000 10 27-Sep-06

Page 40 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Shares Issued in Preceding Years

Number of Shares Issued
Sr. Par Value Date of
Description of Shares Issued Redeemable Ordinary
No (PKR) Allotment
Preference Shares Shares
10 30% Bonus Share Issue (B-5) - 149,500,000 10 25-Apr-07
11 23% Bonus Share Issue (B-6) - 399,750,000 10 21-Apr-08
12 50% Right Share Issue (R-4) - 149,906,250 10 7-Apr-09
13 12.50% Bonus Share Issue (B-7) - 238,086,450 10 18-May-09
14 IFC's equity Investment - 2,563,487 10 22-Dec-14
15 Employees Stock Option Scheme - 5,401,367 10 11-May-15
16 Employees Stock Option Scheme - 12,364,420 10 9-May-16
17 Employees Stock Option Scheme - 5,485,184 10 4-May-17
18 Employees Stock Option Scheme - 161,305,716 10 4-May-18
19 10% Bonus Share Issue (B-8) - 2,802,245 10 4-Oct-18
20 Employees Stock Option Scheme - 15,000,000 10 6-May-19
Present Paid-up Capital 1,777,165,119

3A.4 EMPLOYEE STOCK OPTION SCHEME

The Bank has granted share options to certain critical employees, (the “employees”) under the Employee Stock Options
Scheme (ESOS) as approved by the shareholders and Securities and Exchange Commission of Pakistan (SECP) vide its letter
No. SMD/CIW/ESOS/02/2013 dated December 27th, 2013. Critical Employees are defined as those employees, who are
involved in decision making within their respective division and the Bank consider as important / critical employees.

Granted in the Granted in the Granted in the

PKR (‘000)
year 2016 year 2015 year 2014
Option Issued 13,737 12,614 11,331
No. of Employees to whom shares were allocated under ESOS 96 84 72
Exercise price per share 14.95 15.15 16.32
Adjusted exercise price per share for final tranche of year 2016 13.59 N/A N/A
For the Year Ended Dec 31, 2019
Options Exercised 9,444 9,320 9,599
Options available for exercise - - -
Options lapsed1 4,294 3,294 1,732
For the Year Ended Dec 31, 2018
Options Exercised 3,058 2,428 N/A
Options available for exercise 2,905 - -
Options vested 3,113 2,407 N/A
For the Year Ended Dec 31, 2017
Options Exercised 3,838 6,892 9,599
Options available for exercise 6,718 2,703 -
Options vested 4,415 7,811 9,919
1
The options were lapsed as employees had not opted to exercise the option

3A.5 BONUS SHARES, RIGHT SHARES AND NON-CASH SHARES ISSUED DURING THE PRECEDING YEARS

Details of shares issued in the preceding years is given in part 3A.3.

Page 41 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

3A.6 UNDERTAKING FOR UTILISATION OF PROCEEDS

Date: 02/12/2020

UNDERTAKING

We, Atif Aslam Bajwa, Chief Executive Officer and Anjum Hai, Chief Financial Officer of Bank Alfalah Limited hereby
undertakes that the IPO Proceeds of the Rated, Secured, Listed, Redeemable Term Finance Certificates of the Bank having a
Total Approved Issue Size of up to PKR 50,000 Million shall be utilized as per the purpose disclosed in the Shelf Prospectus
and Supplements to the Shelf Prospectus.

For and on behalf of Bank Alfalah Limited

-sd- -sd-
___________________ ___________________
Atif Aslam Bajwa Anjum Hai
Chief Executive Officer Chief Financial Officer

Page 42 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART IV

4 PRINCIPAL PURPOSE OF THE ISSUE AND FUNDING ARRANGEMENTS

PRINCIPAL PURPOSE OF THE ISSUE AND UTILISATION OF PROCEEDS

The primary purpose of issuing the TFCs is to hedge the Issuer’s fixed rate assets i.e. staff loans, consumer loan portfolio etc.
with fixed rate liabilities, with the objective of increasing the maturity of the Bank’s liability profile.

The amount raised through the Instrument shall be primarily utilised in investing in Government of Pakistan (“GoP”) issued
securities including but not limited to Treasury Bills, Pakistan Investment Bonds (Fixed and/ or Floater), Ijarah Sukuk or any
other GoP issued securities.

Page 43 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART V

5 THE ISSUE

STRUCTURE OF THE ISSUE

The Issue consists of Rated, Secured, Listed, Redeemable Term Finance Certificates (TFCs) having a total Approved Issue Size
of up to PKR 50,000 Million. The TFCs shall be issued in multiple tranches over a period of three (3) years.

The Issue Size of Tranche Series A is PKR 11,000 million (Inclusive of Green Shoe Option of PKR 1,000 million), out of which:

 Allocation of capital to the Pre-IPO investors is PKR 9,000 million

 Allocation of capital to General Public is up to PKR 2,000 million (inclusive of a Green Shoe Option of PKR 1,000
million)

Profit rate on Tranche Series A is 9.03% per annum. Profit will be payable semiannually in arrears on the outstanding principal
amount, based on 365 days a year basis. Complete terms and conditions of the current issue to be disclosed are disclosed
in detail in Part 5.3.

To bring the IPO and Pre-IPO investors at par before the credit of TFC certificates, profit for the interim period, i.e. from the
disbursement of the funds by the Pre-IPO investors until the day before the Issue Date shall be paid separately to the pre-
IPO investors.

PRE-IPO INVESTORS

PKR 9,000 million has been raised from Pre-IPO investors. List of Pre-IPO investors along with their participation amount is
as follows:

Pre-IPO Investors
% Allocation of
S. No. Investors PKR in Million
the Total Issue*
1 Habib Bank Limited (HBL Pakistan) 1,000 10.00%
2 Mari Petroleum Company Limited 1,000 10.00%
3 Askari Bank Limited 750 7.50%
4 Allied Bank Limited 500 5.00%
5 EFU life Assurance Limited 500 5.00%
6 Jubilee Life Insurance Company Limited 500 5.00%
7 Karandaaz Pakistan 500 5.00%
8 National Management Foundation 335 3.35%
9 Pakistan Kuwait Investment Company (Private) Limited 250 2.50%
10 Samba Bank Limited 250 2.50%
11 Soneri Bank Limited 250 2.50%
12 The Bank of Khyber 250 2.50%
13 The Citizens Foundation 250 2.50%
14 Fauji Fertilizer Company Limited 200 2.00%
15 PSOCL Employees Gratuity Fund 200 2.00%
16 Interloop Holdings Private Limited 150 1.50%

Page 44 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Pre-IPO Investors
% Allocation of
S. No. Investors PKR in Million
the Total Issue*
17 Pak Brunei Investment Company Limited 150 1.50%
18 PSOCL Management Employees Pension Fund 110 1.10%
19 PSOCL Workmen Staff Pension Fund 110 1.10%
20 Allied Bank Limited Staff Provident Fund 100 1.00%
21 CDC Trustee Punjab Pension Fund Trust 100 1.00%
22 FINCA Microfinance Bank Limited - Employee Provident Fund 100 1.00%
23 IGI General Insurance Limited 100 1.00%
24 JS Income Fund 100 1.00%
25 Lahore University of Management Sciences 100 1.00%
26 National Clearing Company of Pakistan Limited 100 1.00%
27 PSOCL Defined Contribution Pension Fund 100 1.00%
28 The Aga Khan University Employees Provident Fund 100 1.00%
29 US Mission FSN staff Provident Fund 100 1.00%
30 Adamjee Life Assurance Company Limited - IMF 75 0.75%
31 CDCPL Employees Gratuity Fund 75 0.75%
32 Institute of Business Management 50 0.50%
33 The Aga Khan University Employees Gratuity Fund 50 0.50%
34 CDC Trustee UBL Asset Allocation Fund 45 0.45%
35 HBL Income Fund 38 0.38%
36 CDC Trustee UBL Income Opportunity Fund 35 0.35%
37 Karachi Golf Club 33 0.33%
38 Unit Trust of Pakistan 30 0.30%
39 CDC Trustee UBL Growth & Income Fund 27 0.27%
40 Adamjee Life Assurance Company Limited - NUIL 25 0.25%
41 Packages Limited Management Staff Pension Fund 25 0.25%
42 Soneri Bank Employees Provident Fund Scheme 25 0.25%
43 Askari Bank Limited Employees Gratuity Fund 20 0.20%
44 Babar Ali Foundation 20 0.20%
45 Muller & Phipps Pakistan (Private) Limited – Staff Provident Fund 20 0.20%
46 ORIX Leasing Pakistan Limited – Employees Provident Fund 15 0.15%
Trustees Crescent Steel and Allied Products Limited G.F (Gratuity
47 15 0.15%
Fund)
48 Trustees Crescent Steel and Allied Products Limited-Pension Fund 15 0.15%
49 Bulleh Shah Packaging Pvt. Ltd Management Staff Pension Fund 14 0.14%
50 JS Pension Savings Fund Debt Sub Fund 14 0.14%
51 HBL Pension Fund Debt Sub Fund 12 0.12%
52 Barrett Hodgson Pakistan (Pvt.) Ltd Provident Fund 10 0.10%
53 Bata Pakistan Limited Employees Provident Fund 10 0.10%
54 CSAP Staff Benevolent Fund 10 0.10%

Page 45 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Pre-IPO Investors
% Allocation of
S. No. Investors PKR in Million
the Total Issue*
55 Soneri Bank Limited Employees Gratuity Fund 10 0.10%
56 Trustees Anwar Khawaja Ind (Pvt.) Ltd Employees Provident Fund 10 0.10%
57 Bulleh Shah Packaging Pvt. Ltd Employees Provident Fund 6 0.06%
58 ORIX Leasing Pakistan Limited – Staff Gratuity Fund 6 0.06%
59 Barrett Hodgson Pakistan (Pvt.) Ltd Gratuity Fund 5 0.05%
Pre-IPO Total 9,000
*Calculated on base issue size of Tranche Series A of PKR 10,000 million.

TERM SHEET OF THE ISSUE

Bank Alfalah Limited is offering Listed, Rated, Secured, Redeemable Term Finance Certificates of up to PKR 50,000 million in
multiple tranches over a period of three years through this Shelf Registered Prospectus, in denomination of PKR 5,000/- or
multiples thereof, to the investors subject to the minimum investment amount of PKR 5,000/.

The Issue Size of Tranche Series A is PKR 11,000 million (Inclusive of Green Shoe Option of PKR 1,000 million), out of which
TFCs of PKR 9,000 million have been issued to and subscribed by the Pre-IPO investors, while the remaining up to PKR 2,000
million (including Green Shoe Option of PKR 1,000 million) are being offered to the general public (IPO portion).

Key features of the Issue are as follows:

Type of Instrument
Listed, Secured, Rated, Fixed Rate, Medium Term Finance Certificate
(Tranche Series A)
Tranche Series A Issue Size PKR 11,000 million, including a Green Shoe Option of PKR 1,000 million
Initial Public Offering (IPO) (IPO
PKR 2,000 million, including a Green Shoe Option of PKR 1,000 million
Portion) of Tranche Series A

To hedge the Issuer’s fixed rate assets i.e. staff loans, consumer loan portfolio etc.
Purpose
with fixed rate liabilities

The amount raised through the Instrument shall be primarily utilized in investing in
Government of Pakistan (“GoP”) issued securities including but not limited to
Utilization of Proceeds
Treasury Bills, Pakistan Investment Bonds (Fixed and/ or Floater), Ijarah Sukuk or any
other GoP issued securities
Issue Date Date of closing of the subscription list for the public offering of the relevant TFCs
Tenor of Tranche Series A 3 years
Long Term Rating: AA+ (double A plus)
Issuer Rating Short Term Rating: A1+ (A one plus)
Issuer Rating by PACRA & JCRVIS, dated June 26, 2020 and June 30, 2020, respectively
Instrument Rating AAA (Triple A) by PACRA dated August 06, 2020
Coupon Rate /interest Rate 9.03% per annum
Coupon will be payable semi-annually in arrears on the outstanding principal
Payment of Coupon
amount, based on 365 days a year (366 days for a leap year) basis

Page 46 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

The first coupon payment will fall due six months from the Issue Date and
Coupon Payment Date
subsequently every six months thereafter (“Coupon Payment Date”)
Payment of Principal Principal payment will be redeemed as Bullet Payment at the end of three years
Lien over 10 year PIB floater of PKR 10,500,000,000/- (Pak Rupees Ten Billion Five
Security1 Hundred Million) maintained in the SGL Account 10016-1, being the amount equal to
105% of the Tranche Series A issue amount (excluding Green Shoe Option)
Face Value PKR 5,000/- (Pakistan Rupees Five Thousand only)
Issue Price At Par PKR 5,000/- (Pakistan Rupees Five Thousand only)
TFCs will be offered in denominations of PKR 5,000/- or multiples thereof to the
Minimum Investment
investors subject to a minimum investment amount of PKR 5,000/-
Joint Lead Managers & Arrangers Arif Habib Limited & Alfalah CLSA Securities (Pvt.) Limited
Investment Agent/Agent to the
Pak Brunei Investment Company Limited
Issue
Transaction Legal Counsel Mohsin Tayebaly & Co.
Mr. Haroon Khalid,
Compliance Officer Group Head- Compliance & Control Group
Bank Alfalah Limited
Arif Habib Limited
Underwriters to the Issue
Alfalah CLSA Securities (Pvt.) Limited
Allied Bank Limited
Askari Bank Limited
Bank Alfalah Limited
Bankers to the Issue Faysal Bank
Habib Bank Limited
MCB Bank Limited
Soneri Bank Limited
The TFCs will be inducted into the CDC; transfer shall be made in accordance with the
Transferability
Central Depository Act, 1997 and CDC Regulations

The TFCs shall be subject to the laws of Islamic Republic of Pakistan and non-exclusive
Governing Law
jurisdiction of the Pakistan Courts
1In case of exercise of green shoe option, lien over 10 year PIB floater maintained in SGL Account No. 10016-1 equivalent to 105% of the
amount of green shoe option exercised will be created in favor of the Investment Agent.

Page 47 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

OUTSTANDING DEBT SECURITIES ISSUED IN PRECEDING YEARS

Details of the Bank’s debt securities outstanding as of June 30, 2020 issued in preceding years is given below:

Fully paid-up, Rated, Listed, Unsecured, Perpetual, Non-cumulative and Contingent

Description of Issue
Convertible Term Finance Certificates – Additional Tier I (ADT-1)
Date of Issue March 29, 2018
Issue Size PKR 7,000 million
Amount Redeemed Nil
Amount Outstanding PKR 7,000 million
Amount of Profit Paid PKR 2,165 million
Coupon Rate 6-Month KIBOR (Ask Side) + 1.50%
Tenor Perpetual
Credit Rating AA- (Double A minus) by VIS Credit Rating Company Limited

REDEMPTION SCHEDULE

Tranche Series A of the Issue will be redeemed at maturity in bullet i.e. 36 months after its issuance date. Tentative
redemption schedule for TFC of an aggregate amount of PKR 5,000/- based on fixed profit rate of 9.03% is set out in the
table below (only for calculation purpose):

Months Principal Repayment Profit Payment Total Payment Outstanding Amount

0 - - - 5,000
06 - 225.75 225.75 5,000
12 - 225.75 225.75 5,000
18 - 225.75 225.75 5,000
24 - 225.75 225.75 5,000
30 - 225.75 225.75 5,000
36 5,000 225.75 5,225.75 -

Notes:
- The above schedule does not include Withholding Tax and will be applied as per the relevant law, if the investors
are not exempted.

INTEREST OF PRE-IPO INVESTORS

Except as provided below, the Pre-IPO Investors only have interest in this TFC as TFC Holders:

1. Habib Bank Limited, Askari Bank Limited, Allied Bank Limited and Soneri Bank Limited are acting as Bankers to the
Issue for the IPO portion and have also participated in the Pre-IPO portion of Series A Term Finance Certificates.
2. Pak Brunei Investment Company is acting as an Investment Agent to the Issue for the entire Transaction and have
also participated in the Pre-IPO portion of Series A Term Finance Certificates, with an investment amounting to PKR
150mn which is equivalent to 1.5% of the total Issue.

Page 48 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

DEDUCTION OF ZAKAT

Zakat is deductible in case of the TFC being held by Muslim citizens of Pakistan, except where a statutory declaration of
exemption is filed, and in case of certain non-corporate entities such as Trust Funds, etc., (subject to being qualified for non-
deduction of Zakat under the Zakat and Ushr Ordinance, 1980). Zakat is withheld at 2.5% of the redeemed principal amount.

INCOME TAX

Any income derived from investment in TFC shall be subject to income tax as per the Income Tax Ordinance, 2001.
Withholding tax, as specified in Part III Division IA of the First Schedule of the said ordinance shall be applicable.

DEDUCTION OF WITHHOLDING TAX

Profit paid to TFC Holders will be subject to withholding tax under section 151 of the Income Tax Ordinance, 2001 specified
in Part III Division IA of the First Schedule of the said Ordinance or any time to time amendments therein. Rates of tax to be
deducted under Section 151 shall be 15% of the yield or profit.

Provided that the rate shall be 10% in cases where the taxpayer furnishes a certificate to the payer of profit that during the
tax year yield or profit paid is rupees five hundred thousand rupees or less.

CAPITAL GAIN

Any capital gain derived from the sale of the TFC shall be subject to capital gain tax as per section 37A of the Income Tax
Ordinance, 2001. Applicable capital gain tax rates are as follows:

1. For persons appearing in Active Tax Payer List: 15.0%

2. For persons not appearing in Active Tax Payer List: 30.0%

DISCLOSURE OF DEFERRED TAXATION

Deferred tax is recognized using the balance sheet liability method on all temporary differences arising between the carrying
amounts of assets and liabilities for financial reporting purposes and amounts used for the taxation purposes. The amount
of deferred tax provided is based on the expected manner of realization or settlement of the carrying amounts of assets and
liabilities using the tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognized only
to the extent that it is probable that future taxable profits will be available and the credits can be utilized. Deferred tax asset
is reduced to the extent that it is no longer probable that the related tax benefits will be realized.

Deferred tax liability is not recognized in respect of taxable temporary differences associated with exchange translation
reserves of foreign branches, where the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future. The balance of deferred tax liability as of
June 30, 2020 was PKR 3,234 million.

MODE OF PAYMENT

The payment of profit shall be credited in TFC Holders’ bank accounts electronically on semiannual basis. The applicants,
therefore, must provide their International Bank Account Number (“IBAN”) in the TFC Subscription Form.

Page 49 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART VI

6 RISK FACTORS

RISK FACTORS RELATED TO THE BANK

EXTERNAL RISK FACTORS

6.1.1 MARKET RISK

Market risk exposes the Bank to the risk of financial losses resulting from movements in market prices. It is the risk associated
with changes in the interest rates, foreign exchange rates, equity prices and commodity prices.

To manage and control market risk, a well-defined risk management structure, under Board approved Market & Liquidity
Risk Management Policy, is in place. The policy outlines methods to measure and control market risk which are carried out
at a portfolio level. Moreover, it also includes controls which are applied, where necessary, to individual risk types, to
particular books and to specific exposures. These controls include limits on exposure to individual market risk variables as
well as limits on concentrations of tenors and issuers. This structure is reviewed, adjusted and approved periodically.

Market risk department is actively involved in identifying, measuring, and setting risk control limit to optimize the risk and
return of the bank. Treasury Middle Office has the responsibility to monitor and report the compliance status of risk limits
to senior management on regular basis. The Bank’s Asset and Liability Committee (ALCO) and Investment Committee (IC)
are primarily responsible for the oversight of the market risk, supported by Market Risk Management Unit of Risk
Management Division (RMD). The Bank uses the Standardized Approach to calculate capital charge for market risk as per
the current regulatory framework under Basel II / III. Currently, the Bank calculates ‘Value at Risk (VaR)’ on a regular basis.
Moreover, the Bank also carries out stress testing on regular intervals by applying shocks on fixed income, equity and foreign
exchange positions.

6.1.2 INTEREST RATE RISK

Interest Rate Risk is the adverse impact on the bank’s shareholder’s equity due to changes in the interest rates. It may be
further elaborated as changes in the present value of the asset, liabilities and commitments due to changes in the term
structure of the interest rates. The Bank is exposed to interest rate risk primarily as a result of mismatches in the amounts
of assets and liabilities and off-balance sheet instruments within a certain range of maturity due to re-pricing (whichever is
earlier).

The Bank has formulated a separate Interest Rate Risk Management (IRRM) framework which establishes aggregate and
tenor-wise balance sheet level PV01 (Price Value of 1bps) limits to manage interest rate risk within the Board approved risk
appetite. Treasury and FI Group is primarily responsible for management of interest rate risk on a daily basis, and the Asset
and Liability Committee (ALCO) oversees the interest rate risk at Bank level. Market Risk Management Unit of Risk
Management Division independently monitors, analyses and reports various limits including management action point limits
and repricing of the assets and liabilities on a regular basis.

6.1.3 FOREIGN EXCHANGE RISK

Foreign exchange (FX) risk arises from the fluctuation in the value of financial instruments due to the changes in foreign
exchange rates.

Page 50 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

The Bank manages this risk by setting and monitoring dealer and currency-wise limits. FX risk is mainly managed through
matched positions. Unmatched positions are covered substantially through derivative instruments such as forwards and
swaps. VaR analyses are conducted on regular basis to measure and monitor the FX risk. The currency risk is regulated and
monitored against the regulatory/statutory limits enforced by the State Bank of Pakistan. The foreign exchange exposure
limits in respective currencies are managed against the prescribed limits.

6.1.4 EQUITY INVESTMENT RISK

Equity investment risk arises due to the risk of changes in the prices of individual stocks held by the bank. The Bank’s equity
investments are classified as Available for Sale (AFS) and Held for Trading (HFT) investments. The objective of investments
classified as HFT portfolio is to take advantage of short term capital gains, while the AFS portfolio is maintained with a
medium term view of capital gains and dividend income. The Bank’s Investment Committee is primarily responsible for the
oversight of the equity investment risk. Market Risk Management Unit of RMD monitors and reports portfolio and scrip level
internal and external limits.

6.1.5 COUNTRY RISK

Country risk refers to the possibility that economic and political conditions in a foreign country could adversely impact the
Bank’s exposure in that country. For the Bank, country risk arises as a result of the Bank’s foreign currency lending, trade
and treasury business with counterparties domiciled in other countries as well as investments and capital transactions.

In order to monitor and mitigate the risk, Bank has in place a comprehensive country risk management framework. Under
this framework, the transfer risk is measured using financial market and economic factors. Political risk is measured using a
variety of indicia indicative of relative certainty of payment of foreign obligations. Based on this framework, risk limits are
assigned to countries within the Board approved limits. The limits and their utilization are monitored and controlled at Head
Office level and country risk exposures are reported to Central Credit Committee at a defined frequency.

6.1.6 SYSTEMIC RISK

Systemic risk is the risk of a total or partial collapse of the financial system. Such a collapse could be due to technical factors
or market driven (psychological reasons).

Systemic risk is reduced by the activities of both national and international regulatory authorities. The Bank actively supports
these organizations through its membership of the relevant banking industry association i.e. Pakistan Banks Association
(“PBA”). The Bank also takes account of systemic risk by means of careful management of counter party risks in the inter-
bank market.

6.1.7 ENVIRONMENTAL RISK

Environmental risk is actual or potential threat of adverse effects on the environment arising out of the organization’s
activities.

The Bank has integrated sustainable finance approach in its lending activities. In this regard, Green Banking Policy and
Environmental and Social Management System (ESMS) has been put in place. The ESMS Framework essentially requires that
any relevant lending opportunity is to be reviewed and evaluated against: IFC Exclusion List, applicable national laws on
environment, health, safety and social, and IFC Performance Standards. This framework is an integral part of the credit
approval process and all relevant credit proposals require clearance of Environmental Risk Unit prior to approval of the
competent authority. The Environmental Risk Unit is responsible for identifying, vetting and approving projects from an
Environmental and Social Management Risk (ESRM) perspective

Page 51 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

6.1.8 IMPACT OF COVID-19 PENDEMIC

Covid-19 itself and the measures to reduce its spread has impacted the economy of Pakistan significantly. Regulators and
governments across the globe have introduced fiscal and economic stimulus measures to mitigate its impact. The State Bank
of Pakistan (SBP) has responded to the crisis by cutting the policy rate by 625bps to 7% and by introducing measures to
maintain banking system soundness and to sustain economic activity.

Covid-19 has impacted the banks in Pakistan from various facets, which include increase in overall credit risk pertaining to
loans and advances portfolio in certain sectors, operational issues such as operations of branches and reduced fee income.

The Credit & Risk Management Group of the Bank is regularly conducting assessments to identify borrowers operating in
various sectors which are most likely to get affected. Since most of such Covid affected borrowers have availed the SBP
enabled deferment / restructuring and rescheduling relief, the full potential effect of the economic stress is difficult to
predict. The Bank anticipates that it is prudent to maintain general provisioning / reserves. Accordingly, the management
of the Bank has estimated a general provision of PKR 3.5bn as at September 2020. The Bank has further strengthened its
credit review procedure in the light of Covid-19. The Bank has also conducted various stress testing on the credit portfolio
and is confident that the CAR buffer currently maintain is sufficient.

INTERNAL RISK FACTORS

6.1.9 STRATEGIC RISK

Strategic risk arises due to wrong assumptions in strategic decision making or the failure to react correctly to long-term
changes in strategic parameters. The Bank follows a deliberate low-risk strategy. Within the general constraints of its niche
market, the Bank is aware of the need of reducing risk. The Bank has a well-established strategic planning and evaluation
process which involves all levels of management and which is subject to regular review.

6.1.10 CREDIT RISK

Credit risk is the identification of probability that counterparty will cause a financial loss to the Bank due to its inability or
unwillingness to meet its contractual obligation. This credit risk arises mainly from both direct lending activities as well as
contingent liabilities.

The Bank is committed to the appropriate level of due diligence to ensure that credit risks have been properly identified and
analyzed, also ensuring that the credit commitments are appropriately structured, priced (in line with market practices) and
documented. Bank Alfalah has approved Credit Operational Manual (COM) and Credit Policy Manuals (CPM) in place to
strategize and govern the Bank’s overall lending strategy, thereby addressing the credit risk embedded in the process.
Further, the portfolios and well-defined parameters are actively reviewed and, if required, corrective actions are taken at a
nascent stage.

6.1.11 LIQUIDITY RISK

Liquidity is a financial institution’s capacity to meet its obligations as they fall due without incurring losses. Liquidity risk is
the risk to an institution’s earnings, capital & reputation arising from its inability (real or perceived) to meet its contractual
obligations in a timely manner without incurring unacceptable losses when they come due.

The Liquidity Risk Management Department performs independent monitoring and reporting of the overall liquidity position
in line with regulatory requirements and Bank’s own risk appetite for bank and operations level. The Bank is fully compliant
with Basel III liquidity Standards through its liquidity ratios Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio

Page 52 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

(NSFR) with a considerable cushion over regulatory requirement. Stress Testing are performed (both SBP and internal for all
operations and at bank level) under which liquidity risk factors are given major shocks to check the vulnerability of the Bank’s
balance sheet to those hypothetical shocks in various stress scenarios.

6.1.12 IT SECURITY RISK

It is the risk of damage that may be caused due to loss of confidentiality and/or integrity of the Bank’s sensitive electronic
data and IT systems.

As per the Bank’s IT Security Risk Management policy and procedures, the IT Security Risk Management unit caters to the
regulatory requirements for IT Security Risk Management, maintains the framework which enables the Bank’s management
and staff to mitigate IT security risks to acceptable levels, provides feedback on IT solution designs, performs review of IT
solutions before go-live by reviewing against the seven categories of IT Risk and Information Security Management System,
performs periodic monitoring of access rights administration, reviews the output of IT security log and monitoring systems,
investigates IT security incidents, reinforces IT security risk awareness among staff, gathers and records IT systems inventory
from all groups, and performs IT security risk management reporting.

6.1.13 RISK OF NEGATIVE CASHFLOW

The Bank has negative cashflow from operations for CY 2018. The major reasons for having negative cashflow are i) increase
in advances and ii) decrease in borrowings as payments were made to SBP for repurchase agreement maturing.

RISK FACTORS RELATED TO THE ISSUE

EXTERNAL RISK FACTORS

6.2.1 MARKET INTEREST RATE

Market Interest rates and the TFC value, in general, carry an inverse relationship; as interest rates fall, the price of
instruments in the market place generally rises. Conversely, when interest rates rise, the price of instruments will tend to
fall.

Price of TFC will largely depend on the bond market behavior and interest rate regime. Hence, price may rise or fall and
result in increase or decrease in the value of TFC.

6.2.2 LIQUIDITY RISK

By investing in the TFC, the investor assumes the risk of not being able to sell the TFC without adversely affecting the price
of the instrument. It is pertinent to note that the TFC is to be listed on PSX, subsequent to which PSX will provide a trading
platform for investors during the life of the instrument.

6.2.3 CHANGES IN TAX REGIME

Any adverse change in the existing Tax regime for investment in TFC may affect the redemption and profit for the TFC
investors.

Page 53 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

6.2.4 RISK OF NON-COMPLIANCE WITH REGULATIONS OF SECP AND PSX

In the event of non-compliance with any regulatory requirements of SECP or PSX, the TFC Issue may be placed on the
Defaulter Segment of PSX, which may potentially hamper trading in the Bank’s TFC leading up to potential suspension in
trading as well.

DISCLAIMER:
IT IS STATED THAT ALL MATERIAL RISK FACTORS WITH RESPECT TO THIS ISSUE HAVE BEEN DISCLOSED TO THE BEST OF
OUR KNOWLEDGE AND BELIEF, AND THAT NOTHING HAS BEEN CONCEALED IN THIS RESPECT.

Page 54 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

STATEMENT BY THE ISSUER

The General Manager

Pakistan Stock Exchange Limited
Stock Exchange Building,
Stock Exchange Road,
Karachi

On behalf of Bank Alfalah Limited (“BAFL” or the “Bank”), we hereby confirm that all material information as required under
the Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and
Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is
stated in the Prospectus and the supporting documents is true and correct to the best of our knowledge and belief, and that
nothing has been concealed.

For and on behalf of Bank Alfalah Limited

-sd- -sd-
________________ ______________
Atif Bajwa Anjum Hai
Chief Executive Officer Chief Financial Officer

Page 55 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

STATEMENT BY JOINT LEAD MANAGERS AND ARRANGERS (CONSULTANTS TO THE ISSUE)

Date: December 02, 2020

The General Manager

Pakistan Stock Exchange Limited
Stock Exchange Building,
Stock Exchange Road,
Karachi

Being mandated as Joint Lead Managers to the Issue to the Initial Public Offering of Bank Alfalah Limited’s Listed, Rated,
Secured Fixed Rate Term Finance Certificates, we hereby confirm that all material information as required under the
Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and
Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is
stated in the Prospectus and the supporting documents is true and correct to the best of our knowledge and belief, and that
nothing has been concealed.

For and on behalf of Joint Lead Managers & Arrangers

-sd- -sd-
________________ ______________
Syed Saquib Ali Imran Sherani
Director, Investment Banking Head of Investment Banking
Arif Habib Limited Alfalah CLSA Securities (Pvt.) Limited

Page 56 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART VII
7 FINANCIAL INFORMATION

AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID-UP CAPITAL OF THE BANK

Page 57 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 58 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

AUDITOR’S CERTIFICATE ON BREAK-UP VALUE PER SHARE

Page 59 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 60 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

AUDIT REPORT UNDER CLAUSE 1 OF SECTION 2 OF THE FIRST SCHEDULE TO THE PUBLIC OFFERING
REGULATIONS

Page 61 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 62 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 63 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 64 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 65 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 66 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

LATEST MANAGEMENT UNAUDITED ACCOUNTS OF THE BANK

Unconsolidated September 2020 Financial Statements (Un-Audited)

Page 67 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 68 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 69 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 70 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 71 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Consolidated September 2020 Financial Statements (Un-Audited)

Page 72 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 73 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 74 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 75 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 76 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 77 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

SUMMARY OF FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS - UNCONSOLIDATED

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Income Statement
Mark-up / return / interest earned 56,920 59,672 92,4811 71,736
Mark-up / return / interest expensed 27,354 27,746 47,623 37,269
2
Net Mark-up / Interest Income 28,976 31,926 44,857 34,467
Total Income 38,946 42,357 55,253 44,491
Operating Expenses 25,425 24,713 29,843 23,877
Operating Profit before tax and provision 13,522 17,645 25,410 20,614
3
Provisions / write-offs (523) 27 3,029 6,279
Profit before tax 14,045 17,618 22,382 14,335
Profit after tax 8,367 10,625 12,696 8,331
Statement of Financial Position
Authorized Capital 23,000 23,000 23,000 23,000
Paid up Capital 16,076 17,744 17,772 17,772
Reserves 18,157 23,051 26,046 28,193
Unappropriated Profit 24,283 27,470 32,843 36,817
Surplus on revaluation of assets - net of tax 7,285 7,383 11,367 10,952
Shareholders' equity 65,801 75,648 88,028 93,733
Total Assets 998,828 1,006,218 1,065,311 1,243,782
Gross Advances 417,182 518,392 529,971 520,475
Advances - net of Provision 400,655 501,636 511,236 495,888
Non-Performing Loans 17,579 18,822 22,417 25,176
Investments - at Cost 398,188 279,135 295,103 534,766
Investments – Net 400,733 277,660 299,098 539,707
Total Liabilities 933,028 930,571 977,284 1,150,048
Deposits & Other Accounts 644,985 702,895 782,284 820,066
Borrowings 207,194 123,738 102,842 234,175
Cash Flow Statement
Cash and Cash Equivalents at the Beginning of the
88,751 93,421 100,501 138,094
Year
Cash Flow from Operating Activities4 30,800 (142,470) 80,948 194,169
5
Cash Flow from Investing Activities (22,993) 146,470 (37,948) (206,100)
6
Cash Flow from Financing Activities (3,137) 3,080 (8,447) (10,329)
Net Increase in Cash and Cash Equivalents 4,670 7,080 34,553 (22,261)
Cash and Cash Equivalents at the End of the Year 93,421 100,501 135,054 112,794
Key Ratios
Profitability Ratios
Net Interest Margin7 3.6% 4.0% 5.3% N/A

Page 78 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

FINANCIAL HIGHLIGHTS - UNCONSOLIDATED

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Profit before tax ratio (PBT / Gross Markup Income)
24.67% 29.53% 24.20% 19.98%
(%)
Gross Spread (%) 51.94% 53.50% 48.50% 48.05%
Non-Interest income to total income (%) 14.15% 14.88% 10.10% 12.26%
Return on equity (ROE) (%)8 13.22% 15.33% 15.65% N/A
Return on average assets (ROA) (%) 0.87% 1.11% 1.26% 1.00%
Return on Capital Employed (ROCE) (%) 11.90% 13.30% 13.64% N/A
Cost to income ratio (Total Operating Expense /
65.28% 58.34% 54.01% 53.67%
Revenue) (%)9
Investment Ratios
Earnings per share (PKR) 4.74 5.99 7.15 4.69
Diluted Earnings per share (PKR) 4.72 5.98 7.15 4.69
Breakup value per share - with revaluation on Fixed
40.93 42.63 49.53 52.74
assets and Investment (PKR)
Breakup value per share - without revaluation on
36.40 38.47 43.14 46.58
Fixed assets and Investment (PKR)
Market Ratios
Cash Dividend (PKR) 1.50 2.50 4.00 2.00
Stock Dividend (%) - 10% - -
Dividend Yield ratio (based on cash dividend) (%) 3.53% 6.16% 8.75% N/A
Dividend Payout ratio (%) 31.65% 41.74% 55.94% 42.64%
Price to book value ratio (Times) 1.04 0.95 0.92 0.66
Price to Earnings ratio (Times) 8.97 6.78 6.39 N/A
Dividend cover ratio (Times) 3.16 2.40 1.79 2.35
Asset Quality and Liquidity Ratios
Gross Advances to Deposits ratio (%) 64.68% 73.75% 67.75% 63.47%
10
Net Advances to Deposits ratio (%) 62.12% 71.37% 65.35% 60.47%
Net Investments to Deposits ratio (%) 62.13% 39.50% 38.23% 65.81%
Cost of Deposits (%) 2.70% 3.10% 5.00% 4.43%
NPLs to Gross Advances ratio (%)11 4.21% 3.63% 4.23% 4.84%
Coverage Ratio (Specific provision / NPLs) (%) 89.22% 84.39% 79.14% 8.00%
Deposits to shareholders equity (Times) 9.8 9.29 8.89 8.75
Assets to Equity (Times) 15.18 13.3 12.10 13.27
Risk Adequacy
Tier 1 Capital (PKR Mn) 53,662 66,810 73,650 78,538
Total Eligible Capital (PKR Mn) 65,779 82,050 93,677 102,021
Risk Weighted Assets (RWA) (PKR Mn) 491,228 549,173 554,836 555,839
RWA to Total Assets (%) 49.18% 54.58% 52.08% 44.69%
12
Tier 1 to RWA (%) 10.92% 12.17% 13.27% 14.13%
13
Capital Adequacy Ratio (%) 13.39% 14.94% 16.88% 18.35%
1
Increase in policy rate resulted in higher interest / mark-up earned during the years

Page 79 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

2
Higher spreads and average earning assets along with effective balance sheet management contributed to rise in the net
interest income
3
The major increase is due to provision for diminution in value of investments and provisions against loans & advances.
4
The significant differential between 2018 and 2019 is due to lower percentage increase in advances and decrease in
borrowings
5
The amount positive in 2018 was mainly due to cash flowing from sale of AFS Securities while in 2019 the cash was used to
purchase AFS and Held-to-Maturity Securities leading to cash flowing out of the company making it negative
6
In 2018, issuance of sub-ordinated debt led to a positive cash flow in financing activities while this amount turned negative
in 2019 due to cash disbursements in terms of dividend paid and payment of lease liability
7
The bank posted increased in net interest margin due to improvement of CASA mix over the period
8
Due to increase in profitability over the period, ROE increased from 13.22% from CY17 to 15.65% in CY19 and similarly ROA
increased from 0.87% from CY17 to 1.23% in CY19
9
Despite of increase in operating expenses, cost to income ratio has improved from 65.28% in CY17 to 54.01% in CY19, as
revenue outpaced costs
10
Advance to deposit ratio have shown a slim increase due to absence of Advances growth
11
NPL to Gross advances ratio remained stagnant compared from CY17-CY19, showing good asset quality, however coverage
ratio declined from 89.22% (CY17) to 79.14% in CY19
12
Increase in common equity and stagnant RWA led to improved CAR
13
The Bank Capital Adequacy Ratio has improved from 13.39% in CY17 to 16.88% in CY19, ample cushion as compare to
regulatory limits. The ratio improved due to increase in eligible capital from PKR 65.8bn in CY17 to PKR 93.67bn in CY19

FINANCIAL HIGHLIGHTS – CONSOLIDATED

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Income Statement
Mark-up / return / interest earned 56,183 59,677 92,4901 71,741
Mark-up / return / interest expensed 27,200 27,752 47,628 37,281
Total Income 38,746 43,291 55,924 45,125
Operating Expenses 24,995 24,719 29,203 24,003
Operating Profit before tax and provision 13,455 18,167 25,944 21,122
2
Provisions / write-offs (616) (16) 3,029 6,279
Profit before tax 14,071 18,184 22,915 14,843
Profit after tax 8,614 10,991 13,032 8,663
Statement of Financial Position
Authorized Capital 23,000 23,000 23,000 23,000
Paid up Capital 16,076 17,744 17,772 17,772
Reserves 18,157 23,051 26,046 28,193
Unappropriated Profit 24,866 28,324 33,997 38,295
Surplus on revaluation of assets - net of tax 7,309 7,389 11,377 10,972
Shareholders' equity 66,408 76,507 89,191 95,232
Total Assets 1,001,034 1,008,605 1,067,749 1,246,662
Gross Advances 417,188 518,398 529,974 520,479
Advances - net of Provision 400,660 501,640 511,238 495,890
Non-Performing Loans 17,580 18,824 22,418 25,178
Investments - at Cost 399,168 280,678 296,863 536,934

Page 80 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

FINANCIAL HIGHLIGHTS – CONSOLIDATED

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Investments – Net 401,742 279,252 300,906 541,935
Total Liabilities 934,204 931,583 978,466 1,151,328
Deposits & Other Accounts 644,925 702,847 782,275 820,060
Borrowings 207,537 124,018 103,134 234,406
Cash Flow Statement
Cash and Cash Equivalents at the Beginning of the
88,751 93,660 100,538 138,311
Year
Cash Flow from Operating Activities3 30,580 (142,509) 81,073 194,110
4
Cash Flow from Investing Activities (23,027) 146,307 (37,881) (206,123)
5
Cash Flow from Financing Activities (2,644) 3,080 (8,458) (10,319)
Net Increase in Cash and Cash Equivalents 4,909 6,878 34,734 (22,333)
Cash and Cash Equivalents at the End of the Year 93,660 100,538 135,272 112,939
Key Ratios
Profitability Ratios
Profit before tax ratio (PBT / Gross Markup Income)
25.04% 30.47% 24.78% 20.69%
(%)
Gross Spread (%) 51.59% 53.50% 48.50% 48.03%
Non-Interest income to total income (%) 14.80% 16.00% 10.68% 12.94%
Cost to income ratio (Total Operating Expense /
64.51% 57.10% 52.22% 53.19%
Revenue) (%)
Investment Ratios
Earnings per share (PKR) 4.88 5.99 7.15 4.87
Diluted Earnings per share (PKR) 4.86 5.98 7.15 4.87
Breakup value per share - with revaluation on Fixed
41.3 43.12 50.19 53.59
assets and Investment (PKR)
Breakup value per share - without revaluation on
36.8 38.95 43.79 47.41
Fixed assets and Investment (PKR)
Market Ratios
Cash Dividend (PKR) 1.50 2.50 4.00 2.00
Stock Dividend (%) - 10% - -
Dividend Yield ratio (based on cash dividend) (%) 3.53% 6.16% 8.75% 5.75%
1
Higher spreads and average earning assets along with effective balance sheet management contributed to a strong rise in
the net interest income.
2
In 2019, the major increase is due to provision for diminution in value of investments and provisions against loans &
advances.
3
The significant differential between 2018 and 2019 is due to lower percentage increase in advances and decrease in
borrowings.
4
The amount positive in 2018 was mainly due to cash flowing from sale of AFS Securities while in 2019 the cash was used to
purchase AFS and Held-to-Maturity Securities leading to cash flowing out of the company making it negative.
5
In 2018, issuance of sub-ordinated debt led to a positive cash flow in financing activities while this amount turned negative
in 2019 due to cash disbursements in terms of dividend paid and payment of lease liability.

Page 81 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

SUMMARY OF MAJOR ITEMS OF REVENUE AND EXPENDITURE

MAJOR REVENUE ITEMS

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Breakup of Profit / Return Earned
Profit earned on:
Loan and Advances 28,274 37,213 58,516 39,279
Investments 25,297 19,125 21,187 28,063
Lending to Financial Institution 2,065 1,549 5,639 2,960
Balance with Banks 52 89 50 55
On securities purchased under resale agreement / Bai
495 1,698 7,087 1,384
Muajjal
Total Interest Income 56,183 59,672 92,481 71,741

MAJOR REVENUE ITEMS (IN PERCENTAGE % TERMS)

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Breakup of Profit / Return Earned
Profit earned on:
Loan and Advances 50.3% 62.4% 63.3% 54.8%
Investments 45.0% 32.1% 22.9% 39.1%
Lending to Financial Institution 3.7% 2.6% 6.1% 4.1%
Balance with Banks 0.1% 0.1% 0.1% 0.1%
On securities purchased under resale agreement / Bai
0.9% 2.8% 7.7% 1.9%
Muajjal
Total Interest Income 100.0% 100.0% 100.0% 100.0%

MAJOR EXPENDITURE ITEMS

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Breakup of Return / Interest Expensed
Interest Expense on:
Deposits 15,815 19,711 35,181 25,095
Borrowings 1,035 1,305 2,197 2,458
Securities sold under Repurchase Agreements 8,802 4,356 2,257 4,614
Subordinated Debt 626 989 1,530 990
Cost of foreign currency swaps against foreign
853 1,282 5,105 3,010
currency deposits / borrowings
Borrowing cost on lease liability - - 1,227 1,044
Reward points 68 102 126 70
Total Costs 27,200 27,746 47,623 37,281

Page 82 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

MAJOR EXPENDITURE ITEMS (IN PERCENTAGE % TERMS)

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Breakup of Return / Interest Expensed
Interest Expense on:
Deposits 58.1% 71.0% 73.9% 67.3%
Borrowings 3.8% 4.7% 4.6% 6.6%
Securities sold under Repurchase Agreements 32.4% 15.7% 4.7% 12.4%
Subordinated Debt 2.3% 3.6% 3.2% 2.7%
Cost of foreign currency swaps against foreign
3.1% 4.6% 10.7% 8.1%
currency deposits / borrowings
Borrowing cost on lease liability 0.0% 0.0% 2.6% 2.8%
Reward points 0.3% 0.4% 0.3% 0.2%
Total Costs 100.0% 100.0% 100.0% 100.0%

BREAK-UP OF OTHER INCOME

BREAK-UP OF OTHER INCOME

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Other Income
Rent on Property - 22 24 19
Gain on Sale of Fixed Assets – Net 51 136 123 33
Gain on Sale of Non-Banking Assets - Net 4 25 7 -
Profit on termination of leased contracts (Ijarah) - 31 43 39
Unrealized Profit / (Loss) on short sale transactions 39 - (19) -
Others - - 1 -
Total 85 214 180 91

BREAK-UP OF OTHER INCOME (IN PERCENTAGE % TERMS)

Audited Audited Audited Un-Audited
PKR in Millions
2017 2018 2019 3Q CY 2020
Other Income
Rent on Property 0.0% 10.3% 13.3% 20.9%
Gain on Sale of Fixed Assets – Net 60.0% 63.6% 68.3% 36.3%
Gain on Sale of Non-Banking Assets - Net 4.7% 11.7% 3.9% 0.0%
Profit on termination of leased contracts (Ijarah) 0.0% 14.5% 23.9% 42.9%
Unrealized Profit / (Loss) on short sale transactions 45.9% 0.0% (10.6)% 0.0%
Others 0.0% 0.0% 0.6% 0.0%
Total 100.0% 100.0% 100.0% 100.0%

Page 83 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

7A. REVALUATION OF FIXED ASSETS OF THE BANK

Details of revaluation of fixed assets of the Bank is as follows:

REVALUATION OF FIXED ASSETS

Revaluation Written Down Value1 Revalued Amount
Asset Class External Valuer
Year (PKR in Millions) (PKR in Millions)
M/s Akbani & Javed
Associates, M/s Harvester
Freehold Land 2018 Service (Pvt) Ltd and M/s 1,568 6,152
Hamid Mukhtar & Co. (Pvt)
Ltd.
M/s Akbani & Javed
Associates, M/s Harvester
Leasehold Land 2018 Service (Pvt) Ltd and M/s 1,282 3,086
Hamid Mukhtar & Co. (Pvt)
Ltd.
M/s Akbani & Javed
Associates, M/s Harvester
Buildings on
2018 Service (Pvt) Ltd and M/s 1,223 1,608
Freehold Land
Hamid Mukhtar & Co. (Pvt)
Ltd.
M/s Akbani & Javed
Associates, M/s Harvester
Buildings on
2018 Service (Pvt) Ltd and M/s 1,507 3,082
Leasehold Land
Hamid Mukhtar & Co. (Pvt)
Ltd.

7B. DIVIDEND POLICY

Over the years, the Bank has had a consistent dividend payout stream and in its general meeting may declare dividends but
no dividend shall exceed the amount recommended by the Board. Dividend, if declared in the general meeting, shall be paid
according to the provisions of the Companies Act.

The Board of Directors may from time to time declare dividends as appear to it to be justified by the profits of the Bank. No
dividend shall be paid otherwise than out of the profits of the Bank for the year or any other undistributed profits of prior
years.

No unpaid dividend shall bear interest or markup against the Company. The dividends shall be paid within the period laid
down in the Companies Act. The last dividend paid to shareholders was in 2019 in the form of cash dividends. The details of
the dividends paid in the last 5 years is mentioned below:

Dividend 2015 2016 2017 2018 2019

Cash Dividend (%) 10% - 15% 25% 40%
Stock Dividend (%) - - - 10% -

Based on Average Equity

Page 84 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

7C. RATING REPORTS AND RATING HISTORY

7C.1 ENTITY RATING REPORT

THE PAKISTAN CREDIT RATING AGENCY LIMITED

Page 85 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 86 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 87 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 88 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 89 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

VIS Credit Rating Company Limited

Page 90 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 91 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 92 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 93 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 94 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 95 of 144
 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

7C.2 INSTRUMENT RATING REPORT – TRANCHE SERIES A TERM FINANCE CERTIFICATES

The Pakistan Credit Rating Agency Limited

Page 96 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 97 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 98 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 99 of 144
Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 100 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 101 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

7C.3 ENTITY RATING HISTORY

The Pakistan Credit Rating Agency Limited

Page 102 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

VIS Credit Rating Company Limited

7C.4 INSTRUMENT RATING HISTORY – TRANCHE SERIES A TERM FINANCE CERTIFICATES

The Pakistan Credit Rating Agency Limited

7D. SECURITY OF THE ISSUE

The Investment Agent is entitled with a lien over 10 year PIB floater of PKR 10,500,000,000/- (Pak Rupees Ten Billion Five
Hundred Million) in the SGL Account 10016-1 maintained with the SBP for the benefit of the TFC Holder, being the amount
equal to 105% of the Tranche Series A issue amount (excluding Green Shoe Option)1. These instruments shall be registered
with the SECP.

Lien over 10 year PIB floater of PKR 10,500,000,000 in favor of Investment Agent has been created through a Letter of Lien
dated November 9, 2020. The Investment Agent may from time to time request other documents or accept additional assets,
instruments, encumbrances as may reasonably be requested/ offered for the purpose of fully perfecting the Security created
in favour of the Investment Agent.

7D.1 TFC AGENT

In order to safeguard the interests of the TFC holders, Pak Brunei Investment Company Limited has been appointed to act
as an Investment Agent. The Issuer shall pay to the Investment Agent an annual fee of PKR 3,000,000. The fee shall be
payable at the beginning of each year commencing from the date of signing of the TFC Issuance Agreement and on each
subsequent anniversary thereof. The Bankers to the Issue have been instructed to inform the Investment Agent on a daily
basis of the subscriptions received for issuance of TFC.

1In case of exercise of green shoe option, lien over 10 year PIB floater maintained in SGL Account No. 10016-1 equivalent to 105% of the
amount of green shoe option exercised will be created in favor of the Investment Agent.

Page 103 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

7D.2 EVENTS OF DEFAULT & CIRCUMSTANCES UNDER WHICH SECURITY BECOMES ENFORCEABLE AND ENFORCEMENT
PROCEDURE

An Event of Default will constitute each of the following events if declared as such by the Majority TFC Holders or by virtue
of an Extraordinary Resolution for a particular Series:

(i) Default of the Issuer in paying on the due date for payment, or within any period stipulated herein, in the TFC Investor
Agreement and / or Prospectus or within any period stipulated in the demand of the Investment Agent of any sum
payable under the TFC Issuance Agreement, the TFC Investor Agreement and / or Shelf Prospectus, including but not
limited to the Redemption Amounts on the Redemption Dates;

(ii) Default by the Issuer in performance of any of its commitments, obligations and/or covenants under the TFC Issuance
Agreement and such default is not rectified where it is capable of being rectified within 15 (fifteen) days of a notice
received from the Investment Agent;

(iii) Any statement, representation or warranty made or repeated by the Issuer in or pursuant to the TFC Issuance
Agreement is or proves to have been incorrect or misleading in any material respect, or any statement, representation
or warranty made or repeated by the Issuer in any notice, certificate or statement referred to or delivered under the
TFC Issuance Agreement is or proves to have been incorrect or misleading in any material respect, or any such
statement, representation or warranty becomes incorrect in any material respect at any time;

(iv) Liquidation, bankruptcy, cessation of business activities or cessation of the payment of debts of the Issuer, or any
other legal or factual situation, including judicial or amicable settlement of debts, which may affect the ability of the
Issuer to perform in accordance with the TFC Issuance Agreement;

(v) Attachment or assignment or transfer of delivery to or takeover of any properties or assets of the Issuer by any
receiver, encumbrancer, assignee, or any other person or body whether appointed by the Issuer or a Court or the
government under any law or regulation;

(vi) Making of any order or passing of a resolution for the winding up of the Issuer;

(vii) Any transformation of the form, nature or corporate objects of the Issuer which has not been authorized by the
TFC Issuance Agreement;

(viii) One or more judgments, decrees or orders for the payment of money rendered against the Issuer which is likely to
have a Material Adverse Effect on it in the opinion of the Investment Agent (acting on the instructions of the Majority
TFC Holders), and such judgments, decrees or order shall continue unsatisfied and in effect for a period of 15
(fifteen) consecutive days without being vacated, discharged, satisfied or stayed;

(ix) The taking of any step by the Issuer for the purpose of entering into a compromise or arrangement with any of its
members/shareholders, or creditors, generally or any class of them whereby the interests of Investment Agent / TFC
Holders are affected in any manner;

(x) If subsequent to the listing of the TFCs in terms and conditions of the Shelf Prospectus, the Stock Exchange suspends
the trading of the TFCs pursuant to the DSL Regulations and / or any other applicable laws and regulations and the
same is not reversed within a period of 60 (sixty) days;

(xi) Failure to procure listing of the TFCs in terms and conditions of the Shelf Prospectus;

Page 104 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

(xii) If subsequent to the listing of the TFCs in terms and conditions of the Shelf Prospectus, if the Issuer fails to comply
with or contravenes with any of the provisions of the DSL Regulations and/or any other laws and regulations which
may be applicable from time to time including any conditions imposed on it by the Stock Exchange once listed pursuant
to the DSL Regulations and the same is not rectified within the prescribed time period;

(xiii) The Security created and/or furnished by the Issuer deteriorates in quality or becomes inadequate in the judgement
of the Investment Agent (acting on the instructions of the Majority TFC Holders);

(xiv) Any Security Document executed or furnished by the Issuer for any reason whatsoever ceases to be in full force and
effect or is declared to be void or is repudiated;

(xv) The occurrence of any event whatsoever which is likely to have a Material Adverse Effect on the Issuer in the opinion
of Investment Agent (acting on the instructions of the Majority TFC Holders);

(xvi) The occurrence of any of the following:

(a) any amount whatsoever becomes due and payable or becomes capable of being declared due and payable
in respect of any Financial Indebtedness of the Issuer before the stated maturity of that Financial
Indebtedness;

(b) any facility or obligation granted or owed by any person to the Issuer to provide or underwrite financial
accommodation, or to acquire or assume any risk in respect of any Financial Indebtedness, is prematurely
terminated;

(c) any amount owing by the Issuer in respect of any Financial Indebtedness is not paid when due for payments
(having regard to any applicable grace period);

(d) any Security Interest granted by the Issuer in respect of any Financial Indebtedness is enforced or becomes
capable of being enforced before its stated maturity; or

(e) any bond, debenture, note, certificate, redeemable securities or similar instrument issued by the Issuer is
required to be redeemed prior to its stated maturity;

(xvii) If the Issuer claims that all or any material provision of the TFC Issuance Agreement:

(a) do not have effect or cease to have effect in accordance with its terms; or

(b) are or become void, voidable, illegal or unenforceable;

(xviii) If all or any material part of the properties of the Issuer is compulsorily acquired or expropriated by the federal
government or any provincial governments; or

(xix) Any litigation proceedings being commenced against the Issuer which may have a Material Adverse Effect in the
opinion of the Investment Agent (acting on the instructions of the Majority TFC Holders).

Page 105 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Enforcement Procedure:

At any time after the occurrence of an Event of Default, the Agent on the basis of an Extraordinary Resolution (subject to
the Agent being indemnified by the TFC Holders or at its option paid by them an estimated amount in advance to its
satisfaction against all proceedings, claims and demands to which the Agent may be liable and all costs, charges and expenses
which may be incurred by the Agent in connection therewith), take such actions against the Issuer as it may deem fit or as
instructed by the TFC Holders in terms hereof, including but not limited to the following:

(i) inspect any document of the Issuer relating to the TFC Issue, including the books of accounts, contracts relating to the
Security, the Register of TFC Holders and shareholders etc. and to take copies and extracts thereof;

(ii) appoint a nominee director on the board of directors of the Issuer;

(iii) approach a court of competent jurisdiction in the event of any default by the Issuer and its failure to comply with the
covenants of this Agreement;

(iv) declare the TFCs as having become immediately due and payable; and

(v) declare the Security created by the Security Documents as becoming enforceable upon failure to make such
payment and take action in respect of the same accordingly.

Moreover, the Investment Agent shall be entitled to prove in any winding-up of the Issuer in respect of any amounts payable
in relation to the TFCs or other money payable under any provision of the TFC Issuance Agreement and the Security
Documents subject to priority of claims established and applicable as per law.

No TFC Holder shall in any circumstances be entitled to file the Winding up Application and Legal Proceedings unless the
Investment Agent having become entitled to file the Winding up Application and Legal Proceedings in accordance with terms
of Events of Default mentioned hereto fails to do so. In such eventuality, the TFC Holders representing more than 50% (fifty
percent) of the total outstanding face value TFCs may, by giving the Investment Agent a prior written notice of 30 (thirty)
days, file the Winding up Application and Legal Proceedings against the Issuer and the indemnity of the Issuer provided to
the Investment Agent under the TFC Issuance Agreement shall be available to the TFC Holder taking such action, mutatis
mutandis.

Note: It is confirmed that all events of default mentioned in the security documents have been disclosed in this Shelf
Prospectus in the same manner as per the TFC Issuance Agreement dated November 9th, 2020 and First Supplemental
TFC Issuance Agreement Dated January 05, 2020.

7D.3 QUORUM AND EXTRAORDINARY RESOLUTION

7D.3.1 QUORUM

At any meeting at which TFC Holders, for a particular Series, holding or representing in the aggregate more than 50% (fifty
percent) of the total outstanding face value of TFCs for that particular Series, shall form a quorum for the transaction of any
business. No business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite
quorum is present at the commencement of business.

In terms of paragraph 5 of Schedule I of TFC Issuance Agreement, if within 15 (fifteen) minutes from the time appointed for
the meeting, a quorum is not present, the meeting if convened on the requisition of TFC Holders for that particular Series
shall be dissolved. In any other case, it shall stand adjourned to such day and time being not less than 14 (fourteen) days or
more than 42 (forty-two) days thereafter and to such place as may be appointed by the chairman and at such adjourned
meetings a quorum as specified above shall be a quorum for the transaction of business. At least 7 (seven) days' notice

Page 106 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

exclusive as aforesaid of any adjourned meeting of TFC Holders (for a particular Series) at which an Extraordinary Resolution
is to be submitted shall be given in the same manner as for an original meeting.

7D.3.2 EXTRAORDINARY RESOLUTION

The expression “Extraordinary Resolution” means a resolution passed by TFC Holders for a particular Series representing at
least 66.67% (sixty-six point six seven fifty percent), or such percentage as may be required as per applicable laws, of the
total outstanding face value of the TFCs of that particular Series at a meeting of TFC Holders for that particular Series duly
convened and held in accordance with the provisions of the TFC Issuance Agreement.

An Extraordinary Resolution passed by the TFC Holders for a particular Series in accordance with the TFC Issuance Agreement
shall be binding on all the TFC Holders for that particular Series, whether or not present at the meeting. Each of the TFC
Holders for that particular Series and the Investment Agent (subject to the provisions for its indemnity contained in the TFC
Issuance Agreement) shall be bound to give effect to it accordingly.

A meeting of the TFC Holders for each Series shall, in addition to all other powers, have the following powers exercisable by
Extraordinary Resolution only:

(i) power to sanction any scheme for the reconstruction of the Issuer or for the amalgamation of the Issuer
with any other company;
(ii) power to sanction the release of the Issuer from the payment of all or any part of any amounts owing upon
the total value of the TFCs for a particular Series and other moneys payable pursuant to the TFC Issuance
Agreement;

(iii) power to sanction any modification, abrogation or compromise of or arrangement in respect of the rights
of the TFC Holders against the Issuer whether such rights shall arise under the TFC Issuance Agreement or
the TFCs or otherwise;

(iv) power to assent to any modification or abrogation of the covenants or provisions contained in the TFC
Issuance Agreement proposed or agreed to by the Issuer and to authorize the Investment Agent to concur
in and execute any supplemental deed embodying any such modifications; and

(v) power to agree to the release of any Investment Agent from any liability in respect of anything done or
omitted to be done by such Investment Agent before the giving of such release.

However, the provisions of the TFC Issuance Agreement pertaining to events of default, enforcement of the security by the
Investment Agent and application of the proceeds shall not be capable of modification in the manner set out above.

Page 107 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART VIII

8 BOARD AND THE MANAGEMENT OF THE BANK

BOARD OF DIRECTORS OF THE BANK

The Bank’s affairs are governed by the Board of Directors (the “Board”), which comprises of nine directors, including the
Chairman and the President and CEO. The Board is responsible for policy related issues and is headed by the Chairman. The
President and CEO has overall responsibility for the Bank’s strategic direction and for managing the Bank’s business and its
functions.

Board of Directors

HH Sheikh Nahayan Mabarak Al Nahayan

Designation Chairman
Passport No. / CNIC JYNH14441
Nationality / Country of
UAE
residence
Address P.O. Box No. 969 Abu Dhabi, UAE
 Chairman, Alfalah Insurance Company Ltd
 Director, Taavun (Pvt) Limited
 Director, Pakistan Mobile Communications Ltd
 Proprietor, Dhabi Group, UAE
 Chairman, Dhabi One Investment Services LLC, UAE
 Director, Dhabi Holdings PJSC, UAE
 Director, MAB Investment Inc.
 Director, Salsal Petroleum LLC, UAE
 Director, Warid Telecom Pakistan LLC, UAE
Present Directorship in Other  Director, Wincom Services Pakistan LLC, UAE
Companies  JSC TeraBank, Georgia

Other entities (Ministries / NGO etc.)
 Minister of State for Tolerance in the Cabinet of UAE
 Future Rehabilitation Center, Abu Dhabi (Honorary President)
 Emirates Natural History Group (Patron)
 Abu Dhabi Cricket Club (Chairman & Patron)
 Emirates Cricket Board (Chairman)
 Abu Dhabi Music and Arts Foundation (Patron & President)
 Medicins Sans Frontiers UAE (Patron)
Date of Appointment/ Co-opted on 15-Jan-2017 (He was associated with the Bank from 07-Jul-1997 to 3-Nov-
Association with BAFL 2002 and From 15-Jan-2017 to date)
Board Experience (Over All) More than 20 years
Mr. Abdulla Nasser Hawaileel Al Mansoori
Designation Non-Executive Director
Passport No. / CNIC H8F521399
Nationality / Country of
UAE
residence
Address P.O. Box No. 46611, Abu Dhabi, UAE
Present Directorship in Other  Chairman of the Board, Al Nasser Holdings and Group Companies
Companies  Director, Al Qahtani Investments LLC
Date of Appointment/
7-Jul-97
Association with BAFL
Board Experience (Over All) More than 20 years

Page 108 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Mr. Abdulla Khalil Al Mutawa

Designation Non-Executive Director
Passport No. / CNIC Z6K989587
Nationality / Country of
UAE
residence
Address P.O. Box No. 225, Abu Dhabi, UAE
 General Manager of H.E. Sheikh Suroor Bin Mohammad Al Nahyan (Private Office)
 Director, Abu Dhabi Commercial Bank Ltd
Present Directorship in Other
 Director, Makhazen Investment Company
Companies
 Director, EFG Hermes Holding S.A.E.
 Director, Abu Dhabi National Hotels Company
Date of Appointment/
7-Jul-97
Association with BAFL
Board Experience (Over All) More than 20 years
Mr. Khalid Mana Saeed Al Otaiba
Designation Non-Executive Director
Passport No. / CNIC H1FL03225
Nationality / Country of
UAE
residence
Address P.O. Box No. 9, Abu Dhabi, UAE
 Office Manager of H.E. Dr. Mana Saeed Al Otaiba (Personal Advisor, H.H. the
President of UAE)
 Deputy Chairman, Al Otaiba Group of Companies
Present Directorship in Other  Director, Alfalah Insurance Company Limited
Companies  Chairman, Liwa International Investment Tourism
 Chairman, Royal Mirage Hotel & Resorts Ltd, Morocco
 Director, Ghantout International
 Director, EFG Hermes Holding S.A.E.
Date of Appointment/
8-Mar-03
Association with BAFL
Board Experience (Over All) More than 17 years
Mr. Efstratios Georgios Arapoglou
Designation Non-Executive Director
Passport No. / CNIC AN0087047
Nationality / Country of
Greece
residence
Address 18, Mimozas Street, Ekali, Athens, Greece 14578
 Board member, EFG Hermes Holding SAE, Egypt
 Chairman, Titan Cement, Athens, Greece
 Chairman, International Tanker Shipping Company TEN (Tsakos Energy Navigation)
Present Directorship in Other Limited (NYSE Listed)
Companies  Member, International Advisory Board of Tufts University, Medford, Boston, MA
 Member of Business Advisory Board, MBA program of the Athens University of
Economics and Business
 Chairman, Bank of Cyprus
Date of Appointment/
27-May-15
Association with BAFL
Board Experience (Over All) More than 20 years
Dr. Gyorgy Tamas Ladics
Designation Independent Director
Passport No. / CNIC BS0747198
Nationality / Country of
Brunei
residence

Page 109 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

NO 27 SPG 716 KG Salambigar, Jalan Muara, Bandar Seri Begawan, Brunei Darussalam
Address
BC1515
Present Directorship in Other  COO, Bank Islam Brunei Darussalam
Companies  International Director, Fajr Capital (private equity) in Dubai
Date of Appointment/
27-May-18
Association with BAFL
Board Experience (Over All) 11 years
Dr. Ayesha Khan
Designation Independent Director
Passport No. / CNIC 42301-2166275-2
Nationality / Country of
Pakistan
residence
Address House 27; Street 22; Off Khayaban e Tanzeem, DHA, Karachi
 CEO and Pakistan Country Director, Acumen Pakistan
Present Directorship in Other
 Director, NRSP Microfinance Bank
Companies
 Director Nasra Public Schools
Date of Appointment/
27-May-18
Association with BAFL
Board Experience (Over All) 6 years
Mr. Khalid Qurashi
Designation Independent Director
Passport No. / CNIC UK- 554492949
Nationality / Country of
UAE
residence
Address Villa 4, Al Ashram Villas Yamoor Street, Umm Suqueim 1 Dubai, UAE
 Q- Power Corporation
Present Directorship in Other  KayTee Holdings Ltd.
Companies  Pitlochry Associates DMCC
 Member of investment committee, SIDRA Capital, Saudi Arabia
Date of Appointment/ Co-opted on 14-May-2020 (He was associated with the Bank from 27-May-2015 to 26-
Association with BAFL Feb-2018 and from 14-May-2020 to date)
Board Experience (Over All) More than 11 years
Mr. Atif Aslam Bajwa
Designation CEO/Executive Director
Passport No. / CNIC 35200-1562060-5
Nationality / Country of
Pakistan
residence
Address A-1 Zamzama Link Road Naval Housing Society Clifton Karachi
 Alfalah Insurance Company Limited
 Punjab Board of Investment and Trade
Present Directorship in Other  Sarmaya e Pakistan
Companies  PIA Investments Limited and its subsidiaries, namely Roosevelt Hotel Corporation
N.V., Minhal France S.A &
 Avant Hotels (Pvt.) Ltd
Date of Appointment/ Co-opted on 19-Feb-2020 (He was associated with the Bank from 25-Oct-2011 to 15-
Association with BAFL Jul-2017 and from 19-Feb-2020 to date)
Board Experience (Over All) More than 20 years

Page 110 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Profile of Directors

His Highness Sheikh Nahayan Mabarak Al Nahayan - Chairman

His Highness Sheikh Nahayan Mabarak Al Nahayan is a prominent member of the ruling family of Abu Dhabi, United Arab
Emirate. Currently, His Highness is UAE Cabinet Member and Minister of State for Tolerance. Prior to his current
responsibility, he served as Minister of Culture and Knowledge Development; Culture, Youth, and Social Development and
Minister of Higher Education and Scientific Research.

Besides his ministerial responsibilities, he has been playing a leading and distinguished part in the education sector through
owning substantial business advancements, focusing on the role of education in achieving development, progress and
scientific research.

His Highness owns substantial business interests, hotels and other investments in UAE, Pakistan, Africa, US and Central Asia.
His Highness also holds various offices as Chairman and Director at boards and trusts along with patronship of various local
and foreign organizations and affiliates. His direct and indirect business interest spread throughout various industry sectors
such as banking, telecom, insurance, hospitality, healthcare, construction, project financing and investment management.

Moreover, he supports many charitable institutions and devotes special attention to the disabled children as the Honorary
President of Abu Dhabi Future Rehabilitation Center, formerly known as Future Center for Special Needs. His Highness is
also recipient of Pakistan's highest civilian award, the ‘Hilal-e-Pakistan’, which was conferred upon him in 2005 for his
contribution to the economic growth of Pakistan. His Highness received his education from the British Midfield School until
the high secondary level before joining Magdalen College at Oxford University, UK.

Abdulla Nasser Hawaileel Al Mansoori

Abdulla Nasser Hawaileel Al Mansoori is a prominent businessman of Abu Dhabi, UAE. He is Chairman of Al Nasser Holdings
and Group Companies. He was also Director of the National Investor, Abu Dhabi, UAE.

In the past, Hawaileel Al Mansoori was Director of United Arab Bank, Water & Electricity Department of Abu Dhabi, Director
of Projects, ADNOC, General Industries Corporation, Abu Dhabi, and Director General and Vice Chairman of General
Industrial Corporation, Abu Dhabi.

In addition, he held other Board positions and Chairmanship of Abu Dhabi Ship Building Co., PJSC. He was also a nominated
member of Federal National Council. Abdulla Nasser Hawaileel holds a B.Sc. (Hons.) degree in Electrical Engineering from
Swansea University, UK.

Mr. Abdulla Khalil Al Mutawa

Abdulla Khalil Al Mutawa is the General Manager of H.E. Sheikh Suroor Bin Mohammad Al Nahayan. He is also Director of
the Abu Dhabi Commercial Bank Ltd, and Chairman of Makhazen Investment Company in Abu Dhabi.

Abdulla Khalil Al Mutawa is a non-Executive Member of the Board of EFG Hermes Holding, S.A.E. and Abu Dhabi National
Hotels Company. Abdulla Khalil Al Mutawa holds a B.Sc. degree in Business Administration from the University of North
Carolina, USA.

Page 111 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Mr. Khalid Mana Saeed Al Otaiba

Khalid Mana Saeed Al Otaiba is the Office Manager of His Excellency Dr. Mana Saeed Al Otaiba (Personal Advisor to His
Highness, the President of UAE). He is also Deputy Chairman of Al Otaiba Group of Companies.

Khalid Mana is Director of Alfalah Insurance Company Limited, Pakistan and EFG Hermes Holding, S.A.E. He is also Chairman
of Liwa International Investment Tourism and Royal Mirage Hotel & Resort Ltd, Morocco. He is also Director of Ghantout
International.

Khalid Mana Saeed Al Otaiba holds a Bachelor of Arts & Science degree in International Economics from Suffolk University
of Massachusetts, Boston, USA

Mr. Efstratios Georgios Arapoglou

Efstratios Georgios Arapoglou is a Corporate Advisor, with an international executive career in corporate and investment
banking, international capital markets, and in managing, restructuring and advising financial institutions. He has been CEO
of Commercial Banking at EFG Hermes Holding, S.A.E. Group, operating in the Middle East and Africa (2010-2013).

Earlier, he was Chairman and CEO of the National Bank of Greece Group (2004-2009), Chairman of the Hellenic Banks
Association (2005-2009), and Managing Director and Global Head of the Banks and Securities Industry for Citigroup (1999-
2004). He has served on several boards of publicly listed companies in Europe, the Middle East and Africa, as well as on
boards of educational foundations, including the Institute of Corporate Culture Affairs in Frankfurt as Chairman.

He is currently holding the following non-executive board positions: Chairman of Tsakos Energy Navigation (TEN) Ltd., listed
in the NYSE; Chairman of Titan Cement SA, listed in the Athens SE; board member of EFG Hermes Holding, S.A.E., listed in
Cairo and the London SE, board member of Bank of Cyprus and board member of Bank Alfalah Ltd., listed in Pakistan,
representing the International Finance Corporation (IFC). He is a member of the International Advisory Board of Tufts
University in Boston, MA, and a member of the Business Advisory Board for the International MBA program of Athens
University of Economics and Business.

He has degrees in Mathematics, Naval Architecture & Ocean Engineering and Management from Greek and British
Universities.

Mr. Khalid Qurashi

Mr. Khalid Qurashi is a retired banker with considerable international banking experience. He has worked for 38 years with
a major US international bank, where his area of expertise was in corporate risk management and profit center/franchise
management. He was responsible for risk management for the Middle East, Africa and Turkey operations. He contributed
materially to overall institutional policy debate and strategy formulation. Before he took over responsibilities as a risk senior,
he managed a couple of large country franchises in the Middle East and Africa, where the portfolio encompassed a wide
spectrum ranging from large corporates, to governments, to financial institutions as well as SMEs and PE companies. Mr.
Qurashi has previously served on the Board of Directors of Bank Alfalah from May 2015 to February 2018. He has also served
as Board member at TMB Pakistan, NMB Bank Zimbabwe, Citibank Nigeria, Vice Chairman, Citi International Islamic Bank
Bahrain and as a consultant at HBL Pakistan. Presently, he is a member of investment committee at SIDRA Capital, Saudi
Arabia. He holds Master’s Degree in Business Administration from IBA/Karachi University.

Dr. Gyorgy Tamas Ladics

Dr. Gyorgy Tamas Ladics is a dynamic, versatile professional and organizational leader having 25+ years of progressive
experience. Strong management acumen with a background in Digital Banking, FinTech collaboration, Innovation, Business
strategy, Open API and Multi-Channel banking platforms, Organization and Business Transformation and Development, IPO
preparation, Operations and Technology, Digital Transformation, Credit administration and Collections, business planning,
program and project management, business intelligence and analytics, business expansion activities, quality initiatives,

Page 112 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

business case development for mergers and acquisitions, development of resources, employee and third party relations,
operational processes, controls, risk assessment frameworks and quality assurance. He has extensive experience in business
and product enhancements (digital, retail, commercial, treasury and global markets), technical and operational solution
delivery, process implementation, achieving and maintenance of quality standards, customer service benchmarks, employee
satisfaction. Skilled in the strategic planning and use of information technology, business processes and providing practical
solutions to business issues. Wide geographical field experience including UAE, Egypt, Africa, India, Pakistan, Central Europe,
Russia, Singapore and Brunei. At present he is Chief Operating Officer at Bank Islam Brunei Darussalam (BIBD) in Brunei –
secondment by Fajr Capital and International Director at Fajr Capital.

In the past, he has worked as Chief Technology Officer with Barclays Bank, Emerging Market, Regional Technology Office,
Dubai, Chief Operating Officer, Prague, Citibank Central Europe Cluster, Head of Operations Citibank Hungary, Budapest etc.
Dr. Gyorgy holds Doctorate Degree in Economics and Master’s Degree in Electrical Engineering and Informatics from
Budapest University of Technology and Economics. He also has qualifications on Foreign Trade – Advance Business
Administration and Advanced Banking Financial Management Program.

Dr. Ayesha Khan

Dr. Ayesha K. Khan, is an expert in field of corporate strategy and institutional growth in emerging markets. She is currently
the CEO and Country Head for Pakistan at Acumen – a global impact investment fund. Dr. Khan has previously been the head
of strategy and corporate planning at HBL - and was the first person to hold this position at the bank. She has also worked
in New York as a management consultant with McKinsey and Company, where she focused on the financial sector, taught
economics at Harvard University and consulted with the UNDP on the Millennium Development Project. Dr. Khan holds a
doctorate from Harvard Business School (HBS), where she focused on corporate strategy, institutional development and
emerging markets. Her doctoral research concentrated on consumer financial choices in the banking sector. In addition, Dr.
Khan has authored HBS case studies and published several articles focused on several dimensions of building a successful
business for various publications - including the Harvard Business Review and Harvard Law School ILSP. Dr. Khan also holds
a Masters in International Development from Harvard Kennedy School, as well as an undergraduate degree in Economics
from Princeton University.

Mr. Atif Bajwa – Director and CEO

Mr. Atif Bajwa has an extensive international career spanning 37 years of executive leadership roles in banking, and of
multiple boards and public interest positions. Having started his professional journey by joining Citibank in 1982, he has
since held numerous senior positions in large local and multinational banks, which includes: President/CEO of Bank Alfalah,
President/CEO of MCB Bank and Soneri Bank, Regional Head for Citigroup for Central and Eastern Europe, Head of Consumer
Banking for ABN AMRO’s Asia Pacific region, and Country Manager for ABN AMRO Pakistan. Mr. Bajwa has been active in
business, social and public interest areas, and has led key advocacy institutions to impact economic and social sectors. In
this regard, he has served as the Chairman of the Pakistan Business Council (PBC) and the President of the Overseas Investors
Chamber of Commerce and Industry (OICCI). He has also served as a director on the boards of various private and public
sector companies. Mr. Bajwa received his education at Columbia University, New York.

Profile of Management

Syed Ali Sultan – Group Head Treasury and Capital Markets

Syed Ali Sultan joined Bank Alfalah in February 2012 and is currently heading Treasury & Capital Markets. He has over 27
years of experience in the financial sector in Pakistan and overseas, including institutions like Standard Chartered Bank
(Pakistan and Dubai), BNP Paribas Bank (Bahrain) and State Bank of Pakistan. He holds a Master’s degree in Applied
Mathematics from the University of Karachi.

Page 113 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Anjum Hai – Chief Financial Officer

Anjum Hai joined Bank Alfalah as Chief Financial Officer in November 2017. She has over 25 years of work experience with
financial institutions like Soneri Bank Limited, Citibank N. A. Pakistan, Faysal Bank Limited and A. F. Ferguson & Company.
She is a Fellow Member of the Institute of Chartered Accountants of Pakistan as well as Fellow Member of Associated
Chartered Certified Accountants and holds Accelerated Certificate in Company Direction from Institute of Directors, UK.

Muhammad Akram Sawleh – Company Secretary and Head of Legal and Corporate Affairs Group

Muhammad Akram Sawleh joined Bank Alfalah in August 2018. He possesses over 27 years of diversified experience as a
practicing lawyer as well as in-house counsel for some renowned corporations like Habib Bank Limited, Standard Chartered
Bank, Union Bank and State Bank of Pakistan.

He holds a LLB degree from University Law College, Punjab University, Lahore.

Saad ur Rahman Khan – Group Head Corporate, Investment Banking and International Business

Saad joined Bank Alfalah as Group Head Corporate, Investment Banking and International Business in December 2020. He
has over 27 years of diversified experience in the fields of Commercial, Corporate & Investment Banking, Risk Management
and International Business. During his career, he has been associated with Citibank, MCB Bank, Bank Alfalah, Habib Bank
Limited and National Bank of Pakistan. Saad is a business graduate with an MBA degree from Institute of Business
Administration.

Mehreen Ahmed – Group Retail Banking

Mehreen Ahmed is currently heading the Retail Banking Group of Bank Alfalah. She joined Bank Alfalah in April 2012 as
Group Head Consumer Business and New Initiatives.

She carries 31 years of banking and non-banking experience with financial institutions like Soneri Bank, MCB Bank and
Standard Chartered Bank. She holds an MBA degree in Finance and Marketing from the Institute of Business Administration
(IBA).

Muhammad Yahya Khan – Group Head Digital Banking

Muhammad Yahya Khan joined Bank Alfalah as Group Head Digital Banking in February 2018. He carries over 23 years of
banking and non-banking experience with leading organisations like ICI Pakistan, Engro Chemical, Unilever Pakistan, AXA
Sun Life Services (UK), PricewaterhouseCoopers (London), J. P. Morgan Chase Bank (London) and Telenor Bank. He is a Fellow
Chartered Accountant and holds an M.Sc. degree from Cranfield University, UK.

Dr. Muhammad Imran – Group Head Islamic Banking

Dr. Muhammad Imran joined Bank Alfalah in August 2018. He has over 22 years of banking and non-banking experience with
leading institutions like National Bank of Oman, United Bank Limited, Bank Islami Pakistan Limited, Standard Chartered Bank,
Shell Pakistan Limited and Philips Pakistan Limited. He holds a Ph.D. in Economics from University of Karachi and a Master’s
degree in Business Administration from IBA, Karachi, in which he was awarded a gold medal.

Faisal Farooq Khan – Group Head Human Resource & Learning

Faisal Farooq joined Bank Alfalah as Group Head Human Resource & Learning in October 2020. He brings with him over 30
years of diversified experience in the fields of Human Resources, Sales and Marketing. During his career, he has been
associated with ICI Pakistan Ltd, MCB Bank Ltd, Soneri Bank Ltd, Bank Alfalah Ltd and Khaadi SMC Pvt. Ltd. He holds a
Mechanical Engineer from NED University and has done MBA from Lahore University of Management Sciences (LUMS).

Page 114 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Aasim Wajid Jawad – Group Head Strategy, Transformation and Customer Experience

Aasim Wajid joined Bank Alfalah as Head Strategy in June 2013. Prior to this, he served various senior and leading positions
in institutions like United Bank Limited, Associated Industries Garments Pakistan Pvt. Limited, Ernst & Young LLP (London),
Deloitte & Touche LLP (London), RSM Robson Rhodes LLP, Chartered Accountants (London) and Blick Rothenberg, Chartered
Accountants (London).

He is a Fellow Chartered Accountant and holds a Bachelor of Science degree from London School of Economics.

Khawaja Muhammad Ahmad – Group Head Operations and Corporate Services

Khawaja Muhammad Ahmed joined Bank Alfalah in April 2015. He is currently heading the Operations and Corporate
Services Group. He has over 26 years of experience in diverse facets of banking with well-known institutions like Standard
Chartered Bank, Prime Commercial Bank, The Bank of Punjab, Dubai Islamic Bank (UAE), Allied Bank and Soneri Bank Limited.
He holds a Bachelor’s degree in Finance from Drake University Iowa, USA.

Mohib Hasan Khan – Chief Information Officer

Mohib Hasan Khan joined Bank Alfalah as Chief Information Officer in January 2016. He holds over 26 years of rich experience
in information technology, including with financial institutions like Habib Bank Limited and Bank Al Habib Limited along with
international work experience of handling IT affairs globally in 28 countries.

He holds a Bachelor of Engineering in Computer Systems and an MS degree in Electrical Engineering from NED University.

Haroon Khalid – Group Head Compliance and Control

Haroon Khalid is currently heading the Compliance and Control Group of Bank Alfalah. He carries over 24 years of banking
experience, primarily with MCB Bank and 13 years of association with Bank Alfalah as he joined the Bank in May 2007. He
holds an MBA degree from the Lahore University of Management Sciences (LUMS).

Tahir Khurshid – Group Head Audit and Inspection

Tahir Khurshid is currently heading the Audit and Inspection Division of Bank Alfalah. He has over 23 years of experience.
Prior to joining Bank Alfalah in August 2002, he worked at MCB Bank Limited and Ford Rhodes Robson Morrow.

He holds an M.Com. degree from the University of Lahore and done his MBA (Finance) from American International
University

Zahid Anjum – Group Head Special Assets Management Group

Zahid Anjum joined Bank Alfalah in August 2018. Zahid has over 26 years of diversified experience with leading commercial
banks; his main area of expertise being management of special assets, credit management and structuring, and relationship
management.

Prior to joining Bank Alfalah, Zahid was associated with Faysal Bank Limited as Head Special Assets Management and
Government Relations. He holds a Master’s degree in Business Administration and Law from Punjab University, Lahore.

Faisal Rabbani – Chief Risk Officer

Faisal Rabbani joined Bank Alfalah in November 2018. Faisal has over 26 years of extensive banking experience with
renowned financial institutions like Abu Dhabi Islamic Bank (UAE), Noor Bank (UAE), Commercial Banking Group (UAE) and
Citibank Pakistan. He has been heading credits, risk management, commercial banking, trade finance and cash management
products. Faisal holds a Master’s degree in Business Administration from IBA, Karachi.

Page 115 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

ELECTION OF DIRECTORS

The Directors of the Bank are elected for a term of 03 years in accordance with the procedure laid down in section 159 of
the Companies Act, 2017 and Banking Companies Ordinance, 1962.

The Directors shall comply with the provisions of Sections 154 to 159 and Sections 161 and 167 of the Companies Act, 2017
relating to the election of Directors and matters ancillary thereto.

Subject to the provisions of the Companies Act, 2017 and Banking Companies Ordinance, 1962, the Bank may from time to
time increase or decrease the number of Directors.

Any casual vacancy occurring on the Board of Directors may be filled up by the Directors, but the person so appointed shall
be subject to retirement at the same time as if he / she had become a Director on the day on which the Director in whose
place he / she is chosen was last elected as Director.

A Director may be removed in accordance with the provisions of the Banking Companies Ordinance, 1962 and the Companies
Act, 2017.

The election of the Board of Directors of the Bank was held on 27th May, 2018 and the shareholders elected (9) directors
for a period of three years.

INTEREST OF DIRECTORS AND THEIR SHAREHOLDING

The directors may deem to be interested to the extent of fees payable to them for attending Board meetings. The Director
performing whole time services in the Bank may also be deemed interested in the remuneration payable to them by the
Bank.

The shareholdings of the Board of Directors as of September 30, 2020 in the Bank is as disclosed below:

Name of Director No. of Shares Held % of Shareholding

H.H. Sheikh Nahayan Mabarak Al Nahayan 189,589,434 10.67%
Mr. Abdulla Nasser Hawaileel Al Mansoori 83,255,882 4.68%
Mr. Abdulla Khalil Al Mutawa 12,464 0.00070%
Mr. Khalid Mana Saeed Al Otaiba 74,202 0.00418%
Mr. Atif Aslam Bajwa 1,023,550 0.05759%
Mr. Efstratios Georgios Arapoglou 550 0.00003%
Mr. Khalid Qurashi 500 0.00003%
Dr. Ayesha Khan 550 0.00003%
Dr. Gyorgy Tamas Ladics 550 0.00003%
Total 273,957,682 15.42%

BOARD AUDIT COMMITTEE

The Board Audit Committee supervises the internal audit function of the Bank and comprises of the following members:

1. Mr. Khalid Qurashi, Chairman

2. Mr. Abdulla Khalil Al Mutawa, Member
3. Mr. Khalid Mana Saeed Al Otaiba, Member
4. Mr. Efstratios Georgios Arapoglou, Member
5. Dr. Ayesha Khan, Member

Page 116 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

BOARD HUMAN RESOURCE, REMUNERATION & NOMINATION COMMITTEE

The Board Human Resource, Remuneration and Nomination Committee comprises the following members

1. Dr. Ayesha Khan, Chairperson

2. Mr. Abdulla Khalil Al Mutawa, Member
3. Mr. Khalid Mana Saeed Al Otaiba, Member
4. Dr. Gyorgy Tamas Ladics, Member
5. Mr. Khalid Qurashi, Member

NUMBER OF DIRECTORS

Pursuant to Section 154 of the Companies Act, 2017, a listed Company shall not have less than seven (7) directors. At present,
the Board consists of nine (9) directors, including the Chief Executive Officer.

QUALIFICATION OF DIRECTORS

No person shall be appointed as a Director of the Bank who is ineligible to be appointed as Director on any one or more of
the grounds enumerated in Section 153 of the Companies Act or any other law for the time being in force.

REMUNERATION OF DIRECTORS

As per regulatory requirement, the Bank has formulated “Remuneration Policy for Directors” which has been unanimously
approved by the shareholders of the Bank in the 28th Annual General Meeting held on 27th March 2020. The remuneration
is paid to the non-executive directors of the bank for every meeting of the Board and its Committees attended by them.

Remuneration paid to all directors for participation in Board and Board Committees meetings for CY2019 are as follows:
Meeting Fees Paid for Board and Board Committee Meetings
PKR (‘000)
Board Meetings 46,654
Board Audit Committee 36,839
Board Compensation Committee 10,583
Board Human Resources & Nomination Committee 30,328
Board Information Technology Committee 20,455
Board Risk Management Committee 29,692
Board Strategy & Finance Committee 29,692
Total 204,243

AMOUNT OF BENEFITS TO SPONSOR SHAREHOLDER AND DIRECTORS DURING THE LAST THREE YEARS

No amount of benefits has been paid or given during the last three years or is intended to be paid or given to any sponsor
shareholders or to any officer of the Bank other than dividends on their shareholdings and as remuneration for services
rendered as whole-time executives of the Bank or as meeting fee for attending Directors Committee meetings to
nonexecutive directors as per the approved scale of fee.

Page 117 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

POWER OF DIRECTORS

The Board of Director may exercise all such powers for the Bank in accordance with the Companies Act, 2017 or the Articles
of Association of the Bank or by a special resolution.

BORROWING POWERS OF DIRECTORS

Pursuant to Article 30 of the Articles of Association, the directors may, from time to time at their discretion, raise or borrow
or secure the payment of, any sum or sums of money or make any arrangement for finance for the purposes of the bank.

The conditions on which the money may be borrowed are provided under clause 31 of the Articles of Association of the
Bank.

Furthermore, it is pertinent to point out that since the promulgation of the Companies Act, 2017 directors now are deemed
to have borrowing powers whether the same are stated or not stated in the Memorandum & Articles of Association; Section
30 of the Companies Act, 2017 provides:

“Notwithstanding anything contained in this Act or in any other law for the time being in force or the memorandum and
articles, the memorandum and articles of a company shall be deemed to include and always to have included the power to
enter into any arrangement for obtaining loans, advances, finances or credit, as defined in the Banking Companies Ordinance,
1962 (LVII of 1962) and to issue other securities not based on interest for raising resources from a scheduled bank, a financial
institution or general public.”

INDEMNITY AVAILABLE TO DIRECTORS AND OTHER EMPLOYEES OF THE BANK

In this regard, Articles 127 and 128 of the Articles of Association state as follow, which are self-explanatory:

“127. Every officer or agent for the time being of the Bank may be indemnified out of the assets of the Bank against any
liability incurred by him in defending any proceedings, whether civil or criminal, arising out of his dealings in relation to the
affairs of the Bank, except those brought by the Bank against him in which judgment is given in his favour or in which he is
acquitted or in connection with any application under Section 488 of the Companies Ordinance in which relief is granted to
him by the court.”

Section 488 of the Companies Ordinance, 1984 is now Section 492 of the Companies Act, 2017, which effectively provides
power to Court to grant relief to any such directors and officers where the same have been held liable for any negligence,
default, breach of duty or trust.

“128. Subject to the provisions of Section 194 of the Companies Ordinance, every Director, manager, auditor, secretary and
other officer or servant of the Bank shall be indemnified by the Bank against all costs, actions, charges, losses, damages and
expenses which they or any of them may incur or sustain and it shall be the duty of the Directors out of the funds of the
Bank to pay all costs, losses and expenses which any such Officer or servant may incur or become liable by reason of any
contract entered into, or act or thing done by him as such officer or servant or in any way in the discharge of his duties and
the amount for which such indemnity is provided shall immediately attach as between the members over all other claims
and no Director, auditor or other Officer of the Bank shall be liable for the acts, receipts, neglects or defaults of any other
Director or Officer, or for joining in any receipt or other act for conformity, including or for any loss or expense happening
to the Bank through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf
of the Bank or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Bank shall be
invested or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any
moneys securities or effects shall be deposited or for any loss occasioned by any error of judgment, or omission, default or

Page 118 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

oversight on his part or for any other loss, damage or misfortune whatever which shall happen in relation to the execution
of the duties of his Office or in relation thereto, unless the same happens through his own dishonesty.”

Section 194 of the Companies Ordinance, 1984 is now Section 180 of the Companies Act, 2017, which provides the general
limitations of indemnity provisions as stated above.

CORPORATE GOVERNANCE

The Bank is compliant with all the rules and regulations applicable to the Bank with regards to the Listed Companies (Code
of Corporate Governance) Regulation, 2019.

THE BANK MAKES ALL OUT EFFORTS TO COMPLY WITH THE APPLICABLE RULES AND REGULATIONS INTER ALIA
INCLUDING LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATION, 2019. FURTHER, STATEMENT
OF COMPLIANCE WITH LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019 FOR THE
YEAR ENDED DECEMBER 30, 2019 IS MENTIONED IN THE ANNUAL REPORT OF THE BANK.

Page 119 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART IX

9 LEGAL PROCEEDINGS AND OVERDUE LOAN

LEGAL PROCEEDINGS

There are no pending legal proceedings other than the ordinary routine litigation incidental to banking business.

OVERDUE LOANS & CONTINGENCIES

The Bank, its Chief Executive, sponsor, directors and associated group companies over which the Bank has control have no
overdue loan (local and/or foreign).

DETAILS OF OVERDUE AMOUNT

There are no overdue balances to any financial institutions established in Pakistan appearing in the Credit Information
Bureau (CIB) report of the Issuer, its sponsors, substantial shareholders, directors and associated group companies over
which the Issuer has control.

Page 120 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART X

10 UNDERWRITING ARRANGEMENT, COMMISSION, BROKERAGE AND OTHER EXPENSES

UNDERWRITING ARRANGEMENT

The IPO portion for public issue for Tranche Series A is of PKR 2,000 million (inclusive of a Green Shoe Option of PKR 1,000
million). As per the PO Regulation, the base issue of PKR 1,000 million has been fully underwritten as follows:

S.No Name of Underwriter Number of TFCs Amount (PKR)

1. Alfalah CLSA Securities (Pvt.) Limited 100,000 500,000,000
2. Arif Habib Limited 100,000 500,000,000
Total 200,000 1,000,000,000

In the opinion of the Directors of the Bank, the resources of the Underwriters are sufficient to discharge their underwriting
obligations.

UNDERWRITING EXPENSES

The underwriters will be paid an underwriting expense of 0.05% on the amount of the public issue underwritten by them.
Further in case of take-up, a take-up commission of 0.25% of the take-up amount will be paid to the underwriters.

NO BUYBACK/REPURCHASE AGREEMENT

THE UNDERWRITERS NOR ANY OF THEIR ASSOCIATES HAVE ENTERED INTO ANY BUYBACK OR REPURCHASE AGREEMENT
WITH THE SPONSORS, THE BANK OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC ISSUE.

ALSO, NEITHER THE BANK NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / REPURCHASE AGREEMENT
WITH THE UNDERWRITERS OR THEIR ACCOCIATES.

THE BANK AND ITS ASSOCIATES SHALL NOT BUY BACK / RE-PURCHASE CERTIFICATES FROM THE UNDERWRITERS AND
THEIR ASSOCIATES.

FEES AND EXPENSES FOR CENTRALISED E-IPO (CES) SYSTEM

The commission on application received through CES will be paid to CDC, which shall not be more than 0.8% of the amount
of successful applications. CDC will share the fee with other participants of CES at a ratio agreed amongst them.

COMMISSION TO THE BANKERS TO THE ISSUE

A commission at the rate of 0.25% of the amount collected, in respect of successful applications will be paid to the Bankers
to the Issue for services to be rendered by them in connection with the IPO.

BROKERAGE COMMISSION

Brokerage shall be paid to the TREC holders of PSX, at the rate of 0.4% of paid-up value of TFC actually sold through them.

Page 121 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

EXPENSES TO THE ISSUE

The initial expenses of the issue paid or payable by the Bank inclusive of commission to the Bankers to the Issue and members
of the PSX, etc. are estimated to be as follows:

Expenses to the Issue Rate Amount (PKR)

Commission to the Bankers to the Issue Including Out-of-Pocket Expenses 0.25% 5,350,000
CDC E-IPO Services1 0.8% 1,600,000
Underwriting Commission – General Public 0.05% 500,000
Underwriting Take-up Commission 0.25% 2,500,000
Commission to the TREC Holders of PSX 0.4% 8,000,000
2
Consultant to the Issue Fee / Advisor and Arranger Fee 0.35% 39,000,000
Investment Agent Fee p.a. 3,000,000
Rating Fee 3,150,000
Transaction Legal Counsel 3,800,000
CDC Annual Fee for Eligible Security p.a. 750,000
CDC Fresh Issue Fee 1,000,000
PSX Initial Listing Fee 3,000,000
SECP Processing Fee 100,000
SECP Supervisory Fee 300,000
Auditors Fee for Preparation of Various Certificates 1,000,000
Printing, Publication of Prospectus/Application Forms 6,000,000
Marketing 3,000,000
Balloter & Share Registrar Fee etc. 850,000
Miscellaneous Costs 4,000,000
Total 86,900,000

Notes:
- Stamp duty fee (if any) will be paid as per applicable law.
- All fees are excluding Sales Tax/FED

1
CDC E-IPO fee is 0.8% of the general portion. The actual cost is dependent on the subscriptions received through E-IPO
2
Based on Series Tranche A base issue size of PKR 10,000 million

Page 122 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART XI

11 MISCELLANEOUS INFORMATION

REGISTERED OFFICE/CORPORATE OFFICE

Address: B.A. Building, I.I. Chundrigar Road

Tel: +92 (21) 32414030-10
Fax: +92 (21) 111 777 786
Website: https://www.bankalfalah.com/

BANKERS TO THE ISSUE FOR GENERAL PORTION

Allied Bank Limited

Askari Bank Limited
Bank Alfalah Limited
Faysal Bank Limited
Habib Bank Limited
MCB Bank Limited
Soneri Bank Limited

AUDITORS OF THE BANK

EY Ford Rhodes, Chartered Accountants

Progressive Plaza,
601, Beaumont Road, Civil Line, Karachi
Tel: +92 (21) 35650007
Fax: +92 (21) 35681965
Website: www.ey.com

LEGAL COUNSEL OF THE BANK

Mandviwalla & Zafar Advocates

C-15, Block 2, Clifton, Karachi,
Pakistan
Tel: +92 (21) 35867041
Fax: +92 (21) 35860895
Website: https://www.mandviwallaandzafar.com/

LEGAL COUNSEL TO THE ISSUE

Mohsin Tayebaly & Company

Dime Centre, Khayaban-e-Iqbal,
Block 9, Clifton, Karachi, Sindh
Tel: +92 (21) 111-682-529
Fax: +92 (21) 35870240
Website: http://mtclaw.com.pk

Page 123 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

INVESTMENT AGENT TO THE ISSUE

Pak Brunei Investment Company Limited

Horizon Vista, Commercial 10,
Block No. 4, Scheme No. 5, Clifton, Karachi.
Tel: (92-21) 35361215-19
Fax: (92-21) 35361213, 35370873
Website: www.pakbrunei.com.pk

JOINT LEAD MANAGERS & ARRANGERS/ CONSULTANTS TO THE ISSUE

Arif Habib Limited

Arif Habib Center
23, MT Khan Road, Karachi
Tel: +92 (21) 38899226
Fax: +92 (21) 32429653
Email: [email protected]
Website: www.arifhabibltd.com

Alfalah CLSA Securities Private Limited

Bahria Complex III
MT Khan Road, Karachi
Tel: +92 (21) 35645090-5
Fax: +92 (21) 35645096
Email: [email protected]
Website: www.alfalahclsa.com

COMPUTER BALLOTER AND SHARES REGISTRAR

CDC Share Registrar Services Limited

CDC House, 99-B, Block B, S.M.C.H.S.,
Main Shahrah-e-Faisal, Karachi
Tel: +92 (21) 111 111 500
Website: http://cdcpakistan.com/

CREDIT RATING AGENCY

VIS Credit Rating Company Limited

VIS House, 128/C, 25th Lane, off Khayaban-e-Ittehad,
Phase VII, DHA, Karachi
Tel: +92-21-35311861-66
Fax: +92-21-35311873
Website: http://jcrvis.com.pk/

The Pakistan Credit Rating Agency Limited

FB1 Awami Complex, Usman Block
New Garden Town, Karachi
Tel: +92 (42) 3586 9504 - 6
Fax: +92 (42) 3583 0425
Website: http://pacra.com/

Page 124 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART XII

12 MATERIAL CONTRACTS AND DOCUMENTS RELATED TO THE ISSUE

INVESTORS AGREEMENTS

Amount
S. No. Pre-IPO Investors Agreement Date
(PKR Mn)
1 Adamjee Life Assurance Company Limited - IMF 75 16-11-2020
2 Adamjee Life Assurance Company Limited - NUIL 25 16-11-2020
3 Allied Bank Limited 500 12-11-2020
4 Allied Bank Limited Staff Provident Fund 100 17-11-2020
5 Askari Bank Limited 750 16-11-2020
6 Askari Bank Limited Employees Gratuity Fund 20 16-11-2020
7 Babar Ali Foundation 20 13-11-2020
8 Barrett Hodgson Pakistan (Pvt) Ltd Gratuity Fund 5 11-11-2020
9 Barrett Hodgson Pakistan (Pvt) Ltd Provident Fund 10 11-11-2020
10 Bata Pakistan Limited Employees Provident Fund 10 12-11-2020
11 Bulleh Shah Packaging Pvt. Ltd Employees Provident Fund 6 13-11-2020
12 Bulleh Shah Packaging Pvt. Ltd Management Staff Pension Fund 14 13-11-2020
13 CDC Trustee Punjab Pension Fund Trust 100 11-11-2020
14 CDC Trustee UBL Asset Allocation Fund 45 13-11-2020
15 CDC Trustee UBL Growth & Income Fund 27 13-11-2020
16 CDC Trustee UBL Income Opportunity Fund 35 13-11-2020
17 CDCPL Employees Gratuity Fund 75 17-11-2020
18 CSAP Staff Benevolent Fund 10 13-11-2020
19 EFU life Assurance Limited 500 13-11-2020
20 Fauji Fertilizer Company Limited 200 16-11-2020
21 FINCA Microfinance Bank Limited - Employee Provident Fund 100 13-11-2020
22 Habib Bank Limited (HBL Pakistan) 1,000 11-11-2020
23 HBL Income Fund 38 18-11-2020
24 HBL Pension Fund Debt Sub Fund 12 18-11-2020
25 IGI General Insurance Limited 100 13-11-2020
26 Institute of Business Management 50 17-11-2020
27 Interloop Holdings Private Limited 150 13-11-2020
28 JS Income Fund 100 12-11-2020
29 JS Pension Savings Fund Debt Sub Fund 14 12-11-2020
30 Jubilee Life Insurance Company Limited 500 16-11-2020
31 Karachi Golf Club 33 18-11-2020
32 Karandaaz Pakistan 500 18-11-2020
33 Lahore University of Management Sciences 100 12-11-2020

Page 125 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Amount
S. No. Pre-IPO Investors Agreement Date
(PKR Mn)
34 Mari Petroleum Company Limited 1,000 17-11-2020
35 Muller & Phipps Pakistan (Private) Limited – Staff Provident Fund 20 12-11-2020
36 National Clearing Company of Pakistan Limited 100 12-11-2020
37 National Management Foundation 335 16-11-2020
38 ORIX Leasing Pakistan Limited – Employees Provident Fund 15 11-11-2020
39 ORIX Leasing Pakistan Limited – Staff Gratuity Fund 6 11-11-2020
40 Packages Limited Management Staff Pension Fund 25 13-11-2020
41 Pak Brunei Investment Company Limited 150 13-11-2020
42 Pakistan Kuwait Investment Company (Private) Limited 250 13-11-2020
43 PSOCL Defined Contribution Pension Fund 100 16-11-2020
44 PSOCL Employees Gratuity Fund 200 16-11-2020
45 PSOCL Management Employees Pension Fund 110 16-11-2020
46 PSOCL Workmen Staff Pension Fund 110 16-11-2020
47 Samba Bank Limited 250 16-11-2020
48 Soneri Bank Employees Provident Fund Scheme 25 12-11-2020
49 Soneri Bank Limited 250 12-11-2020
50 Soneri Bank Limited Employees Gratuity Fund 10 12-11-2020
51 The Aga Khan University Employees Gratuity Fund 50 13-11-2020
52 The Aga Khan University Employees Provident Fund 100 13-11-2020
53 The Bank of Khyber 250 12-11-2020
54 The Citizens Foundation 250 12-11-2020
55 Trustees Anwar Khawaja Ind (Pvt) Ltd Employees Provident Fund 10 12-11-2020
Trustees Crescent Steel and Allied Products Limited G.F (Gratuity
56 15 13-11-2020
Fund)
57 Trustees Crescent Steel and Allied Products Limited-Pension Fund 15 13-11-2020
58 Unit Trust of Pakistan 30 12-11-2020
59 US Mission FSN staff Provident Fund 100 17-11-2020
9,000

LONG TERM FINANCING AGREEMENT

Term Finance Certificates – Additional Tier I – Quoted, Unsecured

Issue Amount PKR 7,000,000,000
Issue Date March 29, 2018
Maturity Date Perpetual
Rating “AA-“ (double A minus) by JCR-VIS Credit Rating Company Limited
Security Unsecured
Ranking Subordinated to all other indebtedness of the Bank including deposits
but superior to equity
Profit Payment Frequency Payable semi-annually in arrears
Redemption Perpetual

Page 126 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Mark-up For the period at end of which the Bank is in compliance with
Minimum Capital Requirement (MCR) and Capital Adequacy Ratio
(CAR) requirements of SBP, mark-up rate will be Base Rate + 1.50%
with no step up feature

(Base Rate is defined as the six months KIBOR (Ask side) prevailing on
one (1) business day prior to previous profit payment date
Lock-in-clause Mark-up will only be paid from the Bank’s current year’s earning and
if the Bank is in compliance of regulatory MCR and CAR requirements
set by SBP from time to time
Loss Absorbency Clause In conformity with SBP Basel III Guidelines, the TFCs shall, if directed
by the SBP, be permanently converted into ordinary shares upon: (i)
the CET 1 Trigger Event; (ii) the point of non-viability Trigger Event; or
(iii) failure by the Bank to comply with the Lock-In Clause. The SBP will
have full discretion in declaring the point of non-viability Trigger Event
Call Option The Bank may, at its sole discretion, exercise call option any time after
five years from the Issue Date, subject to prior approval of SBP

OTHER MATERIAL DOCUMENTS

S. No. Description Date

1. TFC Issuance Agreement 09-11-2020
2. Letter of Lien 09-11-2020
3. First Supplemental TFC Issuance Agreement 05-01-2021
4 Underwriting Agreements 05-01-2021

INSPECTION OF DOCUMENTS AND AGREEMENTS

All the Balance Sheets and Profit & Loss Accounts, Copies of the Memorandum and the Articles of Association, the Auditor’s
Certificates, Trust Deeds, Letter of Lien, the Credit Rating Report by VIS Credit Rating Agency and The Pakistan Credit Rating
Agency Limited, Clearance letter from PSX and the approval letter from Securities & Exchange Commission of Pakistan, and
the copies of agreements referred to in this Prospectus may be inspected during usual business hours on any working day
at the registered office of the Bank from the date of publication of this Prospectus until the closing of the Subscription
Period.

MEMORANDUM OF ASSOCIATION

The Memorandum of Association, inter alia, contains the objects for which the Bank was incorporated and the business
which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus
and with every issue of the Prospectus except the one that is released in newspapers as advertisement.

FINANCIAL YEAR OF THE COMPANY

The financial year of the Bank commences on January 1st and ends on December 31st.

Page 127 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART XIII

13 APPLICATION AND ALLOTMENT INSTRUCTION

ELIGIBLE INVESTORS INCLUDE:

1. Pakistani citizens’ resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;
2. Foreign nationals whether living in or outside Pakistan;
3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent
permitted by their constitutive documents and existing regulations, as the case may be);
4. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the TFC Issuance Agreement and
existing regulations); and
5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan

OPENING AND CLOSING OF THE SUBSCRIPTION PERIOD

The Public Subscription Period for Series A Term Finance Certificates will start on January 14, 2021 and end on January 15,
2021 (both days inclusive) during banking hours for investors submitting physical applications with Bankers to the Issue and
24 hours for investors opting E-IPO services

COPIES OF PROSPECTUS

Copies of the Prospectus and Application Forms can be obtained from the Trading Rights Entitlement Certificate (TREC)
holders of Pakistan Stock Exchange Limited, the Bankers to the Issue and their branches, the Consultant to the Issue and
the registered office of the Bank. The Prospectus and the Application Forms can also be downloaded from the website:
http://www.bankalfalah.com, www.arifhabibltd.com, https://www.alfalahclsa.com/ &
https://eipo.cdcaccess.com.pk/public/index.xhtml

The Applicants are required to complete the relevant sections of the application to get the TFC in scrip-less form. In
accordance with provisions of the Central Depositories Act, 1997 and the CDCPL Regulations, credit of such TFC is allowed
ONLY in the applicant’s own CDC Account OR in CDC’s IPO Facilitation Account. (IPO Facilitation Account is an Investor
Account opened by CDC under its Regulations for the purpose of crediting and holding of Securities on behalf of individual
Pakistani investors who have subscribed to such Securities offered by an Issuer/Offeror).

NAME(S) AND ADDRESS(ES) MUST BE WRITTEN IN FULL BLOCK LETTERS, IN ENGLISH, AND SHOULD NOT BE
ABBREVIATED.

ALL APPLICATIONS MUST BEAR THE NAME AND SIGNATURE CORRESPONDING WITH THAT RECORDED WITH THE
APPLICANT’S BANKER. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE BANK AND COMPUTERIZED NATIONAL
IDENTITY CARD (CNIC) OR NATIONAL IDENTITY CARD FOR OVERSEAS PAKISTANIS (NICOP) OR PASSPORT BOTH THE
SIGNATURES SHOULD BE AFFIXED ON THE APPLICATION FORM.

APPLICATIONS MADE BY INDIVIDUAL INVESTORS

1. In case of individual investors, a photocopy of the CNIC (in case of resident Pakistanis)/NICOP or Passport (in case of
non-resident Pakistanis) as the case may be, should be enclosed and the number of CNIC/NICOP/Passport should be
written against the name of the applicant.

Page 128 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

2. Original CNIC/NICOP/Passport, along with a photocopy, must be produced for verification to the Banker to the Issue
and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting an application. The
photocopy will, after verification, be retained by the branch along with the application.

APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

1. Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other
legal entities must be accompanied by a photocopy of their memorandum and articles of association or equivalent
instrument/document. Where applications are made by virtue of power of attorney, the same should also be submitted
along with the application.

2. Photocopies of the documents mentioned in paragraph 13.7(1) above must be produced for verification to the Banker
to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the
application. The copies, will after verification, be retained by the bank branch along with the application.

ADDITIONAL INSTRUCTIONS FOR INVESTORS

1. Only one application will be accepted against each account, however, in case of joint accounts, one application may be
submitted in the name of each joint account holder.

2. Joint application in name of more than two persons will not be accepted. In case of joint application each applicant
must sign the application form and submit copies of their CNICs/NICOP/Passports. The securities will be credited to the
CDS account mentioned on the face of the form OR in CDC’s IPO Facilitation Account and where any amount is
refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where
the application was submitted, to the person named first on the application form, without interest, profit, or return.
Please note that application will be considered as a single application for the purpose of allotment of securities.

3. Subscription money must be paid by cheque drawn on applicant’s own bank account or pay order/bank draft payable
to one of the Bankers to the Issue in favor of “BAFL TFC Subscription Account” and crossed “A/C PAYEE ONLY”.

4. For the application made through pay order/bank draft, it would be permissible for a Banker to the Issue to deduct the
bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft
individually for each application.

5. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a
bank account at all (non-account holders) are not allowed to submit application for subscription of securities.

6. Applications are not to be made by minors and/or persons of unsound mind.

7. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion
of the application form.

8. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submission
of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant
will be allotted the number of securities for which the application has been made.

9. Making of any false statements in the application or willfully embodying incorrect information therein shall make the
application fictitious and the applicant or the bank shall be liable for legal action.

Page 129 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

10. Banker to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications.
Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.

11. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an
account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft.
Applicants should, therefore, not fail to give their bank account numbers.

12. Submission of false and fictitious applications is prohibited and such Application Money may be forfeited under section
87(8) of Securities Act, 2015.

13.

ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

a) In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant’s
letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy
of Memorandum of Association or equivalent document should also be enclosed, if available. Where applications are
made by virtue of Power of Attorney, the same must be lodged with the applications. Copies of these documents can
be attested by the Bank Manager in the country of applicant’s residence.

b) Foreign/non-resident investors should follow the payment instructions given in para 13.12 of this Prospectus.

E-IPO SYSTEM

E-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines
(ATM) and mobile phones. In order to facilitate the public during IPOs, SECP has introduced the concept of E-IPO. The
following system is available for E-IPO:

i. Centralized e-IPO Systems

In order to facilitate investors, the Central Depository Company of Pakistan (“CDC”) in collaboration with 1LINK (Private)
Limited (1LINK) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities
offered to the general public can be made electronically/online. CES has been made available in this Initial Public Offering
(IPO) and can be accessed through the web link https://eservices.cdcaccess.com.pk. Payment of subscription money can be
made through 1LINK’s member banks available for CES, list of which is available on above-mentioned website.

For making application through CES, investors must be registered with CES. Registration with CES is a one-time activity, free
of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all-round
the year. Investors who have valid Computerized National Identity Card (CNIC), International Bank Account Number (IBAN)
with any of the commercial bank, email address, mobile phone number and CDS Account (Investor account or sub account)
can register themselves with CES.

In addition to the above, CDC has also introduced a new facility in CES through which sub-account holder(s) will request
their respective TREC Holders who are Participants in Central Depository System (CDS) to make electronic subscription on
their behalf for subscription of securities of a specific company by authorizing (adding the details of) their respective
Participant(s) in CES.

Page 130 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Consequently, authorized Participants will electronically subscribe on behalf of their sub-account holder(s) in securities
offered through Initial Public Offerings (IPOs) and will also be able to make payment against such electronic subscriptions
through all the available channels mentioned on CES only after receiving the subscription amount from the sub-account
holder(s). To enable this feature, the CDS Participant may request CDC to activate his ID on the CES portal.

The securities will be credited directly in Investors’ sub-account. In case the sub-account of the investor has been blocked
or closed, after the subscription, then securities shall be parked into the CDC’s IPO Facilitation Account and investor can
contact CDC for credit of securities in its respective account.

Investors who do not have CDS account can visit www.cdcpakistan.com for information regarding opening CDS account.
For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number:
0800 – 23275 (CDCPL) and e-mail: [email protected] or Mr. Farooq Ahmed Butt at Phone 111-111-500 and email:
[email protected]. Investors who are registered with CES can submit their applications through the web link
www.cdceipo.com 24 hours a day during the subscription period which will close at midnight on January 15, 2021.

BENEFITS OF E-IPO

E-IPO has the following benefits:

1. It enables the investors to make application for subscription of TFC through the internet without going to the bank
and waiting in long queues.
2. It is efficient and simultaneously facilitative for both the Issuer and the investors.
3. It is available for use 24 hours during the subscription period.
4. If you are registered with CES or account holder of a bank providing e-IPO facility, you may get SMS for new IPOs.
5. By applying through CES, you can also track your application status.

INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS

1. Companies are permitted under paragraph 6 (with specific reference to sub para (B) (I)) of Chapter 20 of the State Bank
of Pakistan’s (“SBP”) Foreign Exchange Manual (the “Manual”) to issue TFC on repatriation basis to non-residents who
are covered under paragraph 6 (A) of Chapter 20 of the Manual, i.e. (I) A Pakistan national resident outside Pakistan, (II)
A person who holds dual nationality including Pakistan nationality, whether living in or outside Pakistan; (III) A foreign
national, whether living in or outside Pakistan; and (IV) A firm (including a partnership) or trust or mutual fund registered
and functioning outside Pakistan, excluding entities owned or controlled by a foreign government, provided the Issue
price, is paid in foreign exchange through normal banking channel by remittance from abroad or out of foreign currency
account maintained by the subscriber/purchaser in Pakistan.

2. Non-residents who wish to subscribe TFC out of the general public portion may contact any of the Bankers to the Issue
(retail portion) for taking instructions regarding payment of subscription money against TFCs offered to general
public/retail investors. List of Bankers to the Issue for retail portion is available on page 1, summary of the Issue, para
11.2 and para 13.17 of this Prospectus.

3. The TFCs issued to non-resident investors shall be intimated by the Bank to the designated Authorized Dealer, along
with the documents prescribed in the Manual within 30 days of issue.

4. Non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual do not require SBP’s approval to
invest in the TFCs being issued in terms of this Prospectus. Furthermore, under paragraph 7 (vii) of Chapter 20 of the
Manual the Authorized Dealer shall allow repatriation of profit, net of applicable taxes and proceeds on sale of listed

Page 131 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

TFCs (i.e. divestment proceeds) not exceeding the market value less brokerage/commission on provision of prescribed
documents.

5. Payments made by non-residents shall be supported by proof of receipt of foreign currency through normal banking
channels. Such proof shall be submitted along with the Application by the non-residents.

6. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant’s
letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy
of Memorandum of Association or equivalent document should also be enclosed, if available. Where applications are
made by virtue of Power of Attorney, the same must be lodged with the applications. Copies of these documents can
be attested by the Bank Manager in the country of applicant’s residence.

MINIMUM SUBSCRIPTION AMOUNT AND BASIS OF ALLOTMENT

The basis and conditions of transfer of TFC to the General Public shall be as follows:

1. The Public Subscription Period for Series A TFC will start on January 14, 2021 to January 15, 2021 (both days inclusive)
during banking hours for investors submitting physical applications with Bankers to the Issue and 24 hours for investors
opting E-IPO services

2. Minimum subscription of at least 1 TFC Certificate of PKR 5,000 will be applicable; whereas the upper limit on the
maximum subscription by one investor shall be the total IPO Portion i.e. PKR 2,000 million (inclusive of green shoe
option of PKR 1,000 million)

3. Application for subscription must be made for PKR 5,000/- or in multiple thereof only. Applications, which are neither
for PKR 5,000/- TFC nor for multiple thereof, shall be rejected.

4. BAFL is offering IPO portion of PKR 2,000 million (inclusive of a Green Shoe Option of PKR 1,000 million) of its Series A
TFC Issue of up to PKR 11,000 million (inclusive of Green Shoe option of PKR 1,000 million) through appointing seven
banks as Bankers to the Issue (BTIs) along with CDC E-IPO.

5. Allotment/Transfer of TFCs to successful applicants shall be made in accordance with the allotment
criteria/instructions disclosed in the Prospectus.

i. If the TFCs to be issued to the general public are sufficient for the purpose, all applications shall be
accommodated.

ii. If the issue is oversubscribed in terms of amount, then all applications shall be accommodated initially for TFCs
of face value of PKR 5,000/- each and the balance TFCs shall be allotted on pro-rata basis to all applicants who
applied for TFCs in multiple of PKR. 5,000/-.

iii. If the issue is over-subscribed in terms of number of applications and the amount, the TFCs shall be allotted
through computer balloting in the presence of representatives of PSX.

6. The allotment of TFCs shall be subject to scrutiny of applications in accordance with the criteria disclosed in the
Prospectus and/or the instructions by the Securities & Exchange Commission of Pakistan.

Page 132 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

7. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The
applicants are therefore required to fill in all data fields in the Application Form.

8. The Bank will credit the respective CDS accounts of the successful applicants.

REFUND OF MONEY TO UNSUCCESSFUL APPLICANTS

BAFL shall take a decision within ten (10) working days of the closure of subscription list as to which applications have been
accepted or are successful and refund the money in cases of unaccepted or unsuccessful applications as required under
Chapter VII Regulation No. 13(8) of the Public Offering Regulations, 2017.

As per sub-section (2) of Section 68 of the Companies Act, 2017, if a refund is not made within the time specified therein,
the Directors of the Company shall be jointly and severally liable to repay the money with surcharge at the rate of 2.00%,
for every month or part thereof from the expiration of the 15th day and, in addition, shall be liable to a penalty of level 3 on
the standard scale.

ISSUE AND CREDIT OF TFC CERTIFICATES

BAFL shall credit TFC to the successful allottees within 10 working days of closure of public subscription in compliance with
the requirements of the Public Offering regulations, 2017. TFC will be issued only in the Book-Entry Form through credit in
their CDS Accounts. The applicants, therefore, must provide their CDS Account Number (Investor Account Number or Sub-
Account Number) in the TFC Subscription Form.

The TFC issued shall be subject to the terms & conditions for the issuance of the TFC specified in the TFC Issuance Agreement
dated November, 9th 2020 and First Supplemental TFC Issuance Agreement Dated January 05, 2021.

If the Bank defaults on complying with the requirements of the Listing Regulations, it will pay to PSX a penalty of PKR 5,000/-
per day during which the default continues. PSX may also notify the fact of such default and the name of the Bank by notice
and also by publication, in the Daily Quotations.

The surcharge mechanism has been mentioned here in order to ensure regulatory compliance.

TRANSFER OF TFC

The TFC will be inducted into the CDC, transfer shall be made in accordance with the Central Depository Act, 1997 and CDC
Regulations.

LIST OF BANKERS TO THE ISSUE

Code Name of Bank

01 Allied Bank Limited
02 Askari Bank Limited
03 Bank Alfalah Limited
04 Faysal Bank Limited
05 Habib Bank Limited
06 MCB Bank Limited
07 Soneri Bank Limited

Page 133 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

CODE OF OCCUPATION OF INVESTORS/APPLICANTS

Code Occupation
01 Business
02 Business Executive
03 Service
04 Housewife
05 Household
06 Professional
07 Student
08 Agriculturist
09 Industrialist
10 Other

NATIONALITY CODE

Code Name of Country

001 U.S.A.
002 U.K.
003 U.A.E.
004 K.S.A.
005 Oman
006 Bangladesh
007 China
008 Bahrain
009 Other

DEDUCTION OF ZAKAT

Zakat is deductible in case of the TFC being held by Muslim citizens of Pakistan, except where a statutory declaration of
exemption is filed, and in case of certain non-corporate entities such as Trust Funds, etc., (subject to being qualified for non-
deduction of Zakat under the Zakat and Ushr Ordinance, 1980). Zakat is withheld at 2.5% of the redeemed principal amount.

INCOME TAX

Any income derived from investment in TFC shall be subject to income tax as per the Income Tax Ordinance, 2001.
Withholding tax, as specified in Part III Division IA of the First Schedule of the said ordinance shall be applicable.

DEDUCTION OF WITHHOLDING TAX

Profit paid to TFC Holders will be subject to withholding tax under section 151 of the Income Tax Ordinance, 2001 specified
in Part III Division IA of the First Schedule of the said Ordinance or any time to time amendments therein. Rates of tax to be
deducted under Section 151 shall be 15% of the yield or profit.

Provided that the rate shall be 10% in cases where the taxpayer furnishes a certificate to the payer of profit that during the
tax year yield or profit paid is rupees five hundred thousand rupees or less.

Page 134 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

CAPITAL GAIN

Any capital gain derived from the sale of the TFC shall be subject to capital gain tax as per section 37A of the Income Tax
Ordinance, 2001. Applicable capital gain tax rates are as follows:

1. For persons appearing in Active Tax Payer List: 15.0%

2. For persons not appearing in Active Tax Payer List: 30.0%

Page 135 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART XIV

14 SIGNATORIES TO THE PROSPECTUS

S. No. Name of Directors Designation Signature

1 Nahayan Mabarak Al Nahayan Chairman/ Director -sd-

Abdulla Nasser Hawaileel Al

2 Director -sd-
Mansoori

3 Abdulla Khalil Al Mutawa Director -sd-

4 Khalid Mana Saeed Al Otaiba Director -sd-

5 Efstratios Georgios Arapoglou Director -sd-

6 Dr. Gyorgy Tamas Ladics Director -sd-

7 Dr. Ayesha Khan Director -sd-

8 Khalid Qureshi Director -sd-

9 Atif Aslam Bajwa President/ CEO and Director -sd-

Witness 1: Witness 2:

-sd- -sd-
___________________ ___________________
Name: Syed Ali Sultan Name: Muhammad Akram Sawleh
Designation: Group Head Treasury & Capital Markets Designation: Company Secretary
CNIC: CNIC:

Date: December 02, 2020

Page 136 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART XV

15 MEMORANDUM OF ASSOCIATION

Page 137 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 138 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 139 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 140 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 141 of 144

 Term Finance Certificates’ Prospectus | Bank Alfalah Limited

PART XVI

16 APPLICATION FORM

Page 142 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 143 of 144

Term Finance Certificates’ Prospectus | Bank Alfalah Limited

Page 144 of 144