ALLAHABAD BANK HEAD OFFICE: 2, NETAJI SUBHAS ROAD, KOLKATA - 700 001 NOTICE NOTICE IS HEREBY GIVEN pursuant to Regulation 57 of the Allahabad Bank (Shares and Meetings) Regulations, 1999 that an Extraordinary General Meeting of the Shareholders of the Bank will be held on Wednesday, the 23rd March 2011 at 10.30 a.m. at Purbashree Auditorium, Eastern Zonal Cultural Center, Bharatiyam Cultural Multiplex, IB-201, Sector-III, Salt Lake City, Kolkata-700106, to consider and approve allotment of Equity Shares to the Govt. of India on preferential allotment basis and to pass the following special resolution with or without modification(s):- RESOLVED THAT pursuant to provisions of Section 3(2B) (b) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, Clause 20 of the Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970 Clause 23 of the Listing Agreement for Equity Shares entered into with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited (including any amendment thereto or re-enactment thereof) and in accordance with the provisions of Regulation 4 (A) of the Allahabad Bank (Shares and Meetings) Regulations, 1999 and the other Rules/Notifications/Circulars/ Regulations/ Guidelines, if any, prescribed by the Government of India, Reserve Bank of India, Securities and Exchange Board of India or any other relevant authority, from time to time to the extent applicable and subject to approvals, consents, permissions and sanctions, which may be agreed to by the Board of Directors of Allahabad Bank (the Bank) (hereinafter referred to as “the Board” which term shall be deemed to include Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Regulation) be and is hereby authorized on behalf of the Bank, to create, offer, issue and allot 1,28,63,436 Equity Shares of the Bank of Rs. 10/- (Rupees Ten only) each for cash at a premium of Rs.217/- (Rupees Two Hundred Seventeen only ) aggregating to Rs. 291,99,99,972/- (Rupees Two Hundred Ninety One Crore Ninety Nine Lac, Ninety Nine Thousand, Nine Hundred Seventy Two only) by way of Preferential Issue to the promoters of the Bank i.e. Government of India (President of India) in accordance with Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 (the SEBI ICDR Regulations). RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted on preferential basis in pursuance of this Resolution shall be issued in dematerialized form and shall be subject to lock-in requirements required under Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 and shall rank pari passu in all respects (including Dividend) with the existing Equity shares of the Bank and be listed on Stock Exchanges where the existing Equity Shares of the Bank are listed. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Bank be and is hereby authorized to do all such acts, deeds, matters and things as the Board may in its absolute discretion consider necessary proper, desirable or appropriate for making the said issue as aforesaid and to settle any question difficulty or doubt that may arise in this regard as the Board may deem fit and proper in its absolute discretion to be most beneficial to the Bank. RESOLVED FURTHER THAT the Board of Directors of the Bank be and is hereby authorized to delegate all or any of its power(s) to a committee of Directors of the Bank to give effect to the aforesaid Resolution. By order of the Board of Directors of Allahabad Bank Place : Kolkata ( J.P. Dua) Date : 21-02-2011 Chairman & Managing Director EXPLANATORY STATEMENT The Government of India, Ministry of Finance, Department of Financial Services vide their letter No. F. No. 11/7/2008-BOA dated 15-02-2011 has conveyed that in order to enable the Bank to maintain a Tier I CRAR of 8%, the Government has decided to infuse Rs. 292 crore (Rupees Two Hundred Ninety Two crore only) by way of preferential allotment of equity and advised to initiate necessary steps for raising the capital by way of preferential allotment of equity in favour of Government of India so that the entire exercise is completed by 31-03-2011. As directed by the Govt. of India and to maintain Tier I Capital Adequacy Ratio of the Bank above 8%, it is proposed to issue further 1,28,63,436 equity shares of Rs. 10/-each for cash at a premium of Rs.217/- (Rupees Two Hundred Seventeen only ) on a preferential allotment basis to Government of India. The Govt. of India presently holds an aggregate of 55.23% of the equity capital of Rs.10/-(Rupees Ten only) each which after the proposed preferential allotment of 1,28,63,436 equity shares of Rs. 10/-/- (Rupees Ten only) each, will become 56.48% of the total paid up equity of the Bank post allotment. The preferential issue and allotment of equity shares is proposed to be issued for cash at a premium of Rs. Rs.217/- (Rupees Two Hundred Seventeen only) each. As per SEBI‟s Guidelines for preferential issues, an issue of shares on a preferential basis can be made only at a price which is not less than higher of the following: (a) The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognized stock exchange during the six months preceding the relevant date; or (b) The average of the weekly high and low of the closing prices of the related equity shares quoted on a recognized stock exchange during the two weeks preceding the relevant date. The relevant date for the above purpose means the date thirty days prior to the date on which the General meeting of shareholders is held to consider the proposed preferential issue. As the date of the Extra Ordinary General Meeting (EGM) of shareholders of the Bank is 23rd March 2011, the “relevant date” is 19th February, 2011. The issue price computed on the above basis comes to Rs. 226.70 per Equity Shares approximately. As against this, the equity shares are proposed to be issued at Rs.227.00 per share. The Equity Share shall be listed, rank pari-passu in all respects and carry the same rights including dividend, as the existing equity shares. Information as required under Regulation 73 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, for Preferential Issues: a) Object of the Issue: The object of the issue is to recapitalize the Bank to maintain Tier I CRAR of 8%, b) Intention of the Promoters/Directors/Key Management persons to subscribe to the offer: None of the Directors/Key Management persons intends to subscribe to the issue pursuant to this Resolution. However, The Government of India, which presently holds 55.23% of the total equity capital of the Bank, has vide their letter No. F. No. 11/7/2008-BOA dated 15-02-2011 conveyed that in order to enable the Bank to maintain a Tier I CRAR of 8%, the Government has decided to infuse Rs. 292/- crore (Rupees Two Hundred Ninety Two crore) by way of preferential allotment of equity shares. c). Shareholding pattern before and after the proposed issue: Pre-allotment of Equity shares of Rs. 10/- each Post-allotment of Equity shares of Rs. 10/- each Category No. of Shares % of holding No. of Shares % of holding A. Indian Promoter Govt. of India 246700000 55.23 259563436 56.48 Sub Total 246700000 55.23 259563436 56.48 B. Non- Promoter/Public holding Institutional Investors* (a) Indian Financial Institution 59688515 13.36 59688515 12.99 (b) Indian Mutual Funds 12442660 2.79 12442660 2.71 (c) Banks 241909 0.06 241909 0.05 (d) Foreign Financial Institutions 72810749 16.30 72810749 15.84 Sub Total 145183833 32.51 145183833 31.59 C. Others:* (a) Employee 731300 0.16 731300 0.16 (b) Bodies Corporate 6100291 1.37 6100291 1.33 (c) Non-Resident Indians 313818 0.06 313818 0.07 (d) Trust/HUF/ Resident 47670758 10.67 47670758 10.37 Individuals Sub Total 54816167 12.26 54816167 11.93 Grand Total (A+B+C) 446700000 100 459563436 100 *Shareholding as on 19-02-2011 has been taken into consideration for both pre and post preferential issue. d) Proposed time within which allotment will be completed: The allotment of the equity shares is expected to be completed within 15 days of the date of the above resolution. e) Identity of the proposed allottees and the percentage of post preferential issue of the equity capital that may be held by them: Sl No. Name of the Proposed No. of equity % of post issue allottees shares post shareholding allotment 1. Govt. of India 259563436 56.48 No change in management control is contemplated f) Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these Regulations: Not applicable g) Undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the Regulations, the specified securities shall continue to be locked in till the time such amount is paid by the allottees: Not applicable A copy of the certificate from the Statutory Auditor of the Bank M/s K.M. Agarwal & Co. Chartered Accountants, certifying that the proposed issue of the equity shares is being made in accordance with the requirement of the Regulations will be available for inspection at the venue of the Extra Ordinary General Meeting. All the shares issued and allotted to the Govt. of India shall be locked in for a period of three years from the date of allotment. All the equity shares held by the Govt. of India are in dematerialized form and the Bank is in compliance with the conditions of the Listing Agreement with the Stock Exchanges where the Equity Shares of the Bank are listed. The Govt. of India has not sold any Equity Share of the Bank during the six months proceeding the relevant date. The said special resolution if passed will enable the Board on behalf of the Bank, to issue and allot equity shares on a preferential basis to Govt. of India. The directors recommend the resolution for your approval. None of the directors are personally concerned or interested in the resolution. NOTES: 1. APPOINTMENT OF PROXY A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF, AND SUCH A PROXY NEED NOT BE A SHAREHOLDER OF THE BANK. The proxy form in order to be effective must be received by the Bank at its Share Department and Investors‟ Grievance Cell, Head Office, 2, Netaji Subhas Road, Kolkata- 700 001 not later than FOUR DAYS before the date of the Meeting i.e. on or before the closing business hours of Friday, 18th March, 2011. Please note that any employee or officer of Allahabad Bank cannot be appointed as proxy as per provisions of Allahabad Bank (Shares & Meetings) Regulations, 1999. However, the proxy so appointed will not have any right to speak at the Meeting. For the convenience of the shareholders, Proxy Form is annexed to this Notice. 2. APPOINTMENT OF AN AUTHORISED REPRESENTATIVES No person shall be entitled to attend or vote at the meeting as a duly authorized representative of any body corporate which is a shareholder of the Bank, unless a copy of the resolution appointing him/her as a duly authorized representative, certified to be a true copy by the Chairman of the meeting at which it was passed had been deposited at the Head Office of the Bank with Share Department and Investors‟ Grievance Cell, Allahabad Bank, 2, Netaji Subhas Road, Kolkata-700 001 not later than FOUR DAYS before the date of the Meeting i.e on or before the closing business hours of Friday , 18th March, 2011. Please note that an employee or officer of Allahabad Bank cannot be appointed as authorized representative as per provisions of Allahabad Bank (Shares & Meetings) Regulations, 1999. 3. ATTENDANCE SLIP-CUM ENTRY PASS For the convenience of the shareholders, Attendance Slip-Cum Entry pass is annexed to this Notice. Shareholders/Proxy holders/Authorised Representatives are requested to fill in and affix their signatures at the space provided therein and surrender the same at the venue of the meeting. Proxy/Authorised Representatives of shareholders should state on their Attendance Slip-Cum- Entry pass as „Proxy‟ or „Authorised Representatives‟ as the case may be. 4. COMMUNICATION WITH SHARE TRANSFER AGENT Shareholders are requested to approach the Registrar and Share Transfer Agent of the Bank, to intimate changes, if any, in their registered address, lodge transfer/transmission request (s) and the matters related to payment of dividends at the following address:- M/s MCS Limited 77/2A, Hazra Road Kolkata-700029 Tel : 033-24541892, 033-24541893 Fax: 033-24541961 E-mail: firstname.lastname@example.org 5. For on line queries/grievance, shareholders of the Bank may login on the website of M/s MCS Limited i.e www.mcsdel.com and click on investor services to register their queries/grievance, if any. 6. In order to facilitate quick and efficient service to the shareholders, Allahabad Bank has set up Investors‟ Grievances Cell at its Head Office, Kolkata. Shareholders and investors may contact this Cell at the under mentioned addresses for any assistance: The General Manager (F&A) The Manager(Company Secretary) Allahabad Bank, Head Office Share Deptt. & Investors‟ Grievance Cell 2, Netaji Subhas Road, Head Office Kolkata- 700 001 2, Netaji Subhas Road, Kolkata- 700 001 Telephone No. 033-22420899 Telephone No.033-22420878 Fax No. 033- 22107424 Fax No. 033- 22107424 E-mail - email@example.com Email-investors.grievance@ allahabadbank.in 7. Shareholders may kindly note that no gift/gift coupon will be distributed at the meeting. By order of the Board of Directors of Allahabad Bank Place : Kolkata ( J.P. Dua) Date : 21-02-2011 Chairman & Managing Director ALLAHABAD BANK H.O: 2, Netaji Subhas Road, Kolkata-700 001 Form .B. Form of Proxy (To be filled in and signed by the shareholder/ member) Regd. Folio No.. ALB................ ( If not demateralised) DPID No. ..................... Client ID No..................... ( If dematerialized) I/We ........................resident of........................ ………………………………in the district of ........................in the state of................... .......... being a share holder(s) of Allahabad Bank, hereby appoint Shri/Smt............... ........ resident of.............................. in the district of .....................................-..... or failing him/her, Shri/Smt .............resident of..................in the district of ...........in the state of. ................ as my /our proxy to vote for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Shareholders of the Allahabad Bank to be held on Wednesday, the 23rd March 2011 at 10.30 a.m. at Purbashree Auditorium at Eastern Zonal Cultural Center, Bharatiyam Cultural Multiplex, IB-201, Sector-III, Salt Lake City, Kolkata-700106, and at any adjournment thereof. Signed this............... day of ............. 2011 Please affix One Rupee Revenue Stamp ………………......... Signature of the Proxy Signature of the First/Sole Holder Name Address: Instructions for signing and lodging the Proxy form 1. The instrument of proxy to be valid (a) In case of an individual shareholder, shall be signed by him/her attorney duly authorized in writing. (b) In case a joint holder, shall be signed by the shareholder whose names appeared first in the Register of Members or by his/her attorney duly authorized in writing. ( c) In case of body corporate, shall be signed by its officer duly authorised in this behalf and executed under its common seal, if any or otherwise signed by its attorney duly authorized in writing. 2. An instrument of proxy in which the thumb impression of the shareholder is affixed, will be valid provided it is attested by a Judge, Magistrate, Registrar or Sub-Registrar of assurance or any other Government Gazetted Officer or an Officer of Allahabad Bank. 3. The Proxy together with (a) the power of attorney or other authority ( if any) under which it is signed or (b) a copy of that power of Attorney or Authority , certified by a Notary Public or a Magistrate, should be deposited at the Head Office, Allahabad Bank, not later than FOUR DAYS before the date of Extra Ordinary General Meeting, i.e. on or before the close of business hours on Friday, 18th March, 2011. 4. In case of relevant power of attorney is already registered with Allahabad Bank or its Share Transfer Agent , the registration number of power of attorney and date of such registration may be mentioned. 5. No proxy shall be valid unless it is duly stamped and signed. 6. An instrument of proxy deposited with the Bank shall be irrevocable and final. 7. In case of an instrument of proxy granted in favour of two grantees in the alternative, not more than one form shall be executed. 8. The shareholder who has executed an instrument of proxy shall not be entitled to vote in person at the Extra Ordinary General Meeting to which such instrument relates. 9. No person shall be appointed as duly authorized representative or a proxy who is an officer or an employee of Allahabad Bank. 10. No instrument of proxy shall be valid unless it is in Form B. Allahabad Bank Head Office : 2, N.S.Road Kolkata-700 001 ATTENDANCE SLIP-CUM-ENTRY PASS FOR EXTRA ORDINARY GENERAL MEETING Date 23-03-2011 Place : Eastern Zonal Cultural Center, Bharatiyam Cultural Multiplex, IB-201, Sector-III, Salt Lake City, Kolkata-700106 ATTENDANCE SLIP (To be surrendered at the time of entry) NAME IN BLOCK LETTERS FOLIO/CLIENT ID NO. No. of Shares Member/Proxy/Authorised Representative --------------------------------------------------------------- Signatue of Shareholders/Proxy/Representative present ENTRY PASS NAME IN BLOCK LETTERS FOLIO/CLIENT ID NO. No. of Shares Member/Proxy/ Authorised Representative Shareholders/Proxy/Representatives are requested to produce this Attendance Slip-cum- Entry Pass signed, for admission to meeting hall. The Entry Pass portion will be handed back to the Shareholders/Proxy/Representative, who should retain it till the conclusion of the meeting. The admission may, however, be subject to further verifications/checks as may be deemed necessary. Under no circumstances, any duplicate Attendance Slip-cum- Entry Pass will be issued for entry to the meeting hall. Note : No gifts/gift coupons will be distributed at the meeting .
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