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Punjab National Bank.

BSE: 532461 Sector: Financials
NSE: PNB ISIN Code: INE160A01022
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OPEN 145.00
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VOLUME 607726
52-Week high 185.65
52-Week low 112.00
P/E 22.72
Mkt Cap.(Rs cr) 30,940
Buy Price 0.00
Buy Qty 0.00
Sell Price 145.40
Sell Qty 156.00
OPEN 145.00
CLOSE 144.10
VOLUME 607726
52-Week high 185.65
52-Week low 112.00
P/E 22.72
Mkt Cap.(Rs cr) 30,940
Buy Price 0.00
Buy Qty 0.00
Sell Price 145.40
Sell Qty 156.00

Punjab National Bank. (PNB) - Chairman Speech

Company chairman speech

RIGHTS OF SHAREHOLDERS TO ELECT DIRECTOR

Shareholders other than GOI hold 40.14% of the share capital of the Bank. As perSection 9(3) (i) of the Act Bank is entitled to have a maximum of three Directorsrepresenting the shareholders of the Bank (other than the Central Government). At persentthere is one vacancy of Shareholder Director on the Board. Accordingly the vacancy shallbe filled in the Annual General Meeting (AGM) of the shareholders of the Bank on30/06/2015. The shareholders (other than the Central Government) are entitled to sendtheir nominations if eligible as per the procedure detailed in relevant Act RegulationAct Scheme Regulations Notification the relevant portions of which are indicatedhereunder. The elected director will assume office from the day after the declaration ofresults and will hold office for a period of three years from the date of assumption ofoffice.

LEGAL PROVISIONS

The following table indicates the provisions contained in various Acts/ Scheme /Regulations / Notification governing the matter.

THE GIST OF THE ABOVE MENTIONED PROVISIONS IS DESCRIBED HEREIN BELOW:

Banking Regulation Act 1949

Section 20 places certain restrictions for granting any loan or advance to or on behalfof any of its directors.

Banking Companies (Acquisition and Transfer of Undertakings) Act 1970

Section 3 (2E) restricts the voting right of a shareholder other than theCentral Government to Ten per cent of the total voting rights of all the shareholders.

• Section 9(3) (i) prescribes the maximum number of directors to be elected by theshareholders.

• Section 9 (3A) (A) to (C) prescribes qualifications and special knowledge incertain fields for the directors to be nominated under Section 9 (3) (i).

• Section 9 (3AA) and (3AB) prescribes that no person shall be eligible to beelected as director unless he/she is a person having "Fit and Proper" statusbased upon track record integrity and such other criteria as per Reserve Bank of IndiaNotificationNos.DBOD.No.BC.No.46&47/29.39.001/2007-08 dated 1st November 2007 readwith DBOD.No.BC.

No.95/29.39.001/2010-11 dated 23rd May 2011.

• Section 9(3B) deals with the right of Reserve Bank of India to remove a directorso elected under Section 9(3) (i) of the aforesaid Act who does not fulfill therequirements of Section 9 (3A) and Section 9(3AA) of the said Act.

• Section 13 (2) deals with the obligation as to declaration of Fidelity andSecrecy in the form set out in the Third Schedule.

Nationalized Banks (Management and Miscellaneous Provisions) Scheme 1970

Clause 9(4) provides that an elected director shall hold office for threeyears and shall be eligible for re-election.

Provided that no such Director shall hold office for a period exceeding six years.

• Clause 10 specifies certain disqualifications for directors.

• Clause 11 deals with vacation of office by directors.

• Clause 11 A deals with the situation where a director elected under Sec. 9(3)(i) of the Act may be removed and another person in his stead be elected to fill thevacancy.

• Clause 11B deals with casual vacancy.

• Clause 12(8) deals with disclosure of interest by directors in certainarrangements in which they are interested.

Punjab National Bank (Shares & Meetings) Regulations 2000

Regulation 10 determines the voting rights in the case of joint holding ofshares.

• Regulations 61A to 70 prescribes certain conditions for nominating a person as acandidate for election as a Director the procedure for conducting an election and dealswith other incidental matters.

SEBI Guidelines – circular no. CIR/CFD/POLICY-CELL/2/2014 dated 17.04.2014mandates that e-voting should be facilitated in General Meetings of shareholders in termsof The Companies (Management and Administration) Rules 2014.

The Companies (Management and Administration) Rules 2014 as amended by The Companies(Management and Administration) Amendment Rules 2015.

Rule 20 enumerates the period of e-voting and the eligibility of shareholder to attend& vote in the General Meetings.

PROVISIONSOFACTS/SCHEME/REGULATION/NOTIFICATION IN WEBSITE

For the convenience of the shareholders the relevant Regulation Act theAct the Regulations the Scheme as well as RBI Notifications are hosted on theBank’s website www.pnbindia.in – (Investor Info page) which are downloadable.

QUALIFICATION FOR A CANDIDATE

The candidate shall comply with the qualifications prescribed in Section 9(3A) of the Act and shall not suffer the disqualifications specified in Clause 10 of theScheme and shall satisfy the conditions mentioned in Regulation 65 of the Regulationswhich are detailed herein.

I. In terms of Section 9(3A) of the Act a candidate being a shareholder of the Bankand who desires to be elected as a Director of the Bank under Section 9 (3)(i) of the Actshall: (A) have special knowledge or practical experience in respect of one or more of thefollowing matters namely :-

i. agriculture and rural economy

ii. banking

iii. co-operation

iv. economics

v. finance

vi. law

vii. small scale industry.

viii. any other matter the special knowledge of and practical experience in whichwould in the opinion of the Reserve Bank of India is useful to the Bank.

(B) represent the interest of depositors; or

(C) represent the interest of farmers workers and artisans.

II. In terms of Section 9(3AA) of the Act and RBI Notifications a candidate being ashareholder of the Bank and who files nomination to be a Director of the Bank shouldpossess ‘Fit & Proper status’.

III. Further the elected directors should execute the Deed of Covenants and arerequired to furnish annual declarations as prescribed by the Reserve Bank of India inthis regard.

DISQUALIFICATIONS FROM BEING ELECTED AS A DIRECTOR OF THE BANK

(A) In terms of Clause 10 of the Nationalized Banks (Management & MiscellaneousProvisions) Scheme 1970 a person shall be disqualified for being appointed as and forbeing a Director:-a. if he has at any time being adjudicated an insolvent or has suspendedpayment or has compounded with his creditors; or b. if he has been found to be of unsoundmind and stands so declared by a competent court; or c. if he has been convicted bycriminal court of an offence which involves moral turpitude; or d. if he holds any officeof profit under any nationalized bank or State Bank of India constituted under sub-section(1) of Section 3 of the State Bank of India Act 1955 or any subsidiary bank as definedin Section 3 of the State Bank of India (Subsidiary Banks) Act 1959 except for holdingthe post of a whole-time director including the Managing Director and directors nominatedunder clause (e) and (f) of sub-section (3) of Section 9 of the Act from among theemployees of the Bank and.

(B) If he/she is not found to be ‘fit and proper’ person by the NominationsCommittee of the Directors of the Bank In terms of RBI Notifications No. DBOD.No.BC.No.46& 47/ 29.39.001/ 2007-08 dated 01.11.2007 and DBOD.

No. BC.No.95/29.39.001/2010-11 dated 23.05.2011 and extant GOI guidelines.

Gist of Guidelines for selection of part time Non-Official Director (NOD)

A Director already on the Board of a Bank/FI under any category may not be consideredfor nomination as NOD on any other Bank/FI.

No person may be re-nominated as a NOD on the Board of a Bank/FI on which he/she hasserved as Director in the past under any category for two terms or six years whichever islonger.

An NOD would not be considered for nomination as a Director on the Board of a Bank/FIif such Director has already been a NOD/shareholder-Director on the Board of any otherBank/FI for six years whether continuously or intermittently.

Government guidelines for selection of part time NODs shall be applicable for electionof Shareholder Directors also.

Full details are as per Department of Financial Services Ministry of FinanceGovernment of India letter no. F. No. 16/83/2013 – BOI dated 03.09.2013 andguidelines for selection of part time Non-Official Director vide letter no.16/17/2010-BO.I dated 13.10.2011 as on 01.06.2011 and subsequent amendment thereto dated01/04/2015 and any other amendment as on date of filing of nominations.

LIST OF SHAREHOLDERS TO CONTESTANTS

A list of shareholders of the Bank as on 22/05/2015 (Cut-off date) will be availablefor sale on and from 27/05/2015 on pre-payment of Rs.50000/- (Rupees fifty thousand only)by a demand draft/pay order of a Scheduled Bank in favour of "Punjab NationalBank" payable at New Delhi/Delhi along with a request addressed to the CompanySecretary Punjab National Bank Share Department Finance Division 5 Sansad Marg NewDelhi 110001 The intending candidates may also inspect the Register of shareholders andtake extracts there from.

INSPECTION OF THE REGISTER OF SHAREHOLDERS

The Register of shareholders will be open for inspection by the shareholders with theCompany Secretary Punjab National Bank Share Department Finance Division 5 SansadMarg New Delhi 110001 on all working days commencing from 27/05/2015 till 15/06/2015between 3.00 p.m. and 5.00 p.m. on weekdays and Saturdays between 11.00 a.m. and 1.00 p.m.for the purpose of enabling the candidates to take extracts of any part from the Registerof Shareholders or request the Bank for computer prints of the relevant portions onprepayment of an amount to be calculated at the rate of Rs. 5/- for every thousand wordsor part thereof.

PARTICIPATION IN ELECTION

In terms of Clause 64(i) and (ii) of PNB (Shares & Meetings) Regulations 2000such of those shareholders whose names appear on the Register of Shareholders/Beneficialowners as furnished by NSDL/CDSL/Share Transfer Agent (STA) as on 22/05/2015 (Cut-offdate) shall be entitled to nominate contest and vote in the election of Directors fromamongst Shareholders other than the Central Government.

NOMINATIONS: Validity of Nominations

In terms of Regulation 65 of the Regulations and in terms of Notifications of ReserveBank of India – DBOD.No.BC.No.46 and 47/29.39.001/2010-11 dated 01.11.2007 and DBODNo. BC No. 95/29.39.001/2010-11 dated 23.05.2011 and other applicable provisions ofvarious Acts nomination of a candidate for election as a director will be valid provided:

A. He/she is a shareholder holding as on 22/05/2015 (Cutoff date) a minimum of 100(one hundred) shares in Punjab National Bank and continue to hold a minimum of 100 sharestill 15/06/2015 and thereafter if he is elected.

B. As on 15/06/2015 being the last date for receipt of nomination he/she is notdisqualified to be a director under the Regulation Act the Act the Scheme theRegulations or RBI Notifications and GOI guidelines.

C. The nomination is in writing signed by at least 100 shareholders entitled to electDirectors under the Act or by their duly constituted attorney provided that a nominationby shareholder who is a Corporate Body may be made by a resolution of the Directors of thesaid Corporate Body and where it is so made a copy of the resolution certified to be atrue copy by the Chairman of the meeting at which it was passed shall be dispatched to theCompany Secretary Punjab National Bank Share Department Finance Division 5 SansadMarg New Delhi 110001 and such copy shall be deemed to be a nomination on behalf of suchCompany. D. The nominations by the shareholders (Minimum 100) is accompanied by adeclaration by the candidate as per the specimen forms of nomination and declarationfurnished in this Notice duly signed by the candidate before a Judge MagistrateRegistrar or Sub-Registrar of Assurances or other Gazetted Officer or Officer of ReserveBank of India or any nationalized Bank that he accepts the nomination and is willing tostand for election and that he is not disqualified from being a director either under theRegulation Act or the Act or Scheme or the Regulations or RBI Notification or GOIguidelines.

E. The Nomination Forms and the Declaration Form are as prescribed by the Regulationsand as per the Proforma annexed to this notice. The entire notice inter alia comprisingthese Proforma is also available on the Bank’s Website: www.pnbindia.in. (InvestorInfo Page)

Submission of nomination forms

Shareholders desirous of contesting the election of Director should submit followingdocuments in the formats annexed to this notice in a SEALED ENVELOPE to the CompanySecretary Punjab National Bank Share Department Finance Division 5 Sansad Marg NewDelhi 110001 together with the connected documents complete in all respects on a workingday at least 14 days before the date of the meeting i.e. on or before closing hours ofthe Bank at 5.00 pm on 15th June 2015.

a) Duly filled in Declaration Form;

b) Nominations from minimum of 100 shareholders entitled to nominate in the elections;

c) Personal Information Declaration and Undertaking together with the connecteddocuments testimonials viz. Bio Data Certificates of Educational qualificationexperience etc.

SCRUTINY OF NOMINATIONS AND ELECTION OF DIRECTORS

a. Nominations shall be scrutinized by the Bank on 16/06/2015 i.e. the first workingday following the last date fixed for the receipt of the nominations and in case anynomination is not found to be valid the same shall be rejected after recording thereasons there for.

b. Nominations shall also be subjected to scrutiny by the Nomination Committee of theBoard in terms of the RBI Notifications.

c. If there is only one valid nomination for the one vacancy to be filled by theelection the candidate so nominated shall be deemed to be elected forthwith and his/hername and address shall be published as so elected in terms of Clause 66(i) and

(iii) of PNB (Shares & Meetings) Regulations 2000.

d. In the event of an election being held if the valid nominations are more than onethe names of the candidates shall be published in the news papers. The

candidates polling the majority of votes at the election will be deemed to have beenelected and his/her name will be declared by the Chairman after receipt ofscrutinizer’s report and will also be published in newspapers. He/ she will assumeoffice on the day after the declaration of results. e. If there is any dispute the sameshall be settled as per Regulation 67 of the Regulations.

Withdrawal of Candidature

If any candidate desires to withdraw his nomination he would be entitled to do so atany time prior to closing hours of the Bank i.e. on or before 5.00 pm on 17/06/2015.

INTEREST OF DIRECTORS

None of the Directors of Bank is interested in the aforementioned item of business.

The Election shall be subject to the decision of the High Court Delhi on the writpetition no 2699/2015 (Mr. Adarsh Malpani v/s PNB & others) and writ petition no2700/2015 (Mr. Puspjeet Yaduka v/s PNB & another) inter-alia challenging thedecision to postpone the elections in the EGM on 19/03/2015.

NOTES:

1. APPOINTMENT OF PROXY

A shareholder entitled to attend and vote at the meeting is entitled to appoint aproxy to attend and vote instead of himself/herself and such a proxy need not be ashareholder of the Bank. The proxy so appointed shall not have any right to speak at themeeting. No person shall be appointed as a Proxy who is an officer or an employee of theBank. The grantor of an instrument of proxy shall not be entitled to vote in person at themeeting. The proxy in order to be effective must be received by the Bank at the ShareDepartment Finance Division Head Office 5 Sansad Marg New Delhi-110001 not less thanfour days before the date of the meeting i.e. on or before the closing hours i.e. 5.00p.m. on Thursday the 25th June 2015.

2. APPOINTMENT OF AN AUTHORISED REPRESENTATIVE

No person shall be entitled to attend or vote at any meeting as duly authorizedrepresentative of a body corporate unless a copy of the resolution appointing him/her asa duly authorized representative certified to be a true copy by the Chairman of themeeting at which it was passed shall have been deposited at the Share Department FinanceDivision 5 Sansad Marg New Delhi 110001 not less than four days before the date of themeeting i.e. on or before the closing hours i.e. 5.00 p.m. on Thursday the 25th June2015. No person shall be appointed as an authorized representative who is an officer oran employee of the Bank.

3. CLOSURE OF REGISTER OF SHAREHOLDERS

The Register of Shareholders and Share Transfer Books of the Bank will remain closedfrom Wednesday the 24th June 2015 to Tuesday the 30th June 2015 (both days inclusive).

4. VOTING RIGHTS

In terms of provisions of Section 3(2E) of the Banking Companies (Acquisition andTransfer of Undertakings) Act 1970 (as amended) no shareholder of the Bank other thanCentral Government shall be entitled to exercise voting rights in respect of the sharesheld by him in excess of 10% of the total voting rights of all the shareholders of theBank. If any share stands in the name of two or more persons the person first named inthe register shall as regards voting be deemed to be the sole holder thereof.

5. DIVIDEND MANDATE FOR E-CREDIT/BANK ACCOUNT DETAILS CHANGE OF ADDRESS ANDOTHER PARTICULARS a) Holding of shares in Physical Form

Shareholders holding shares in physical form are requested to inform the Share TransferAgent (STA) i.e. Beetal Financial & Computer Services (P) Limited (Unit: PNB)‘Beetal House’ 3rd Floor 99 Madangir Behind Local Shopping Centre New Delhi110062 regarding the change of address email address bank account details viz. name ofBank Branch Address Bank Account Number MICR/IFS Code as given on the cheque ande-credit mandate etc. to update the records for receipt of beneficialinterest/communications if any. The format for e-credit mandate/Bank details form isavailable on Bank’s website www.pnbindia.in. b) Holding of shares in ElectronicForm

Beneficial Owners holding shares in Electronic form are requested to ensure that theiraddress Bank details viz. name of Bank Branch address Bank Account Number MICR/IFSCode as given on the cheque and e-credit mandate etc. are duly updated with theirDepository Participant (DP) as and when there is any change.

6. NON RECEIPT OF DIVIDEND

Shareholders are also hereby informed that if any dividend amount remainsunpaid/unclaimed for 7 years from its due date the said unpaid/unclaimed amount has to betransferred to Investor Education & Protection Fund (IEPF) set up by CentralGovernment. As such the unpaid/unclaimed amount in Dividend Account for FY 2007-08 is duefor transfer to IEPF. The shareholders who have not received/claimed the said dividend(s)are therefore requested to claim the same not later than 10.08.2015 by giving theirlatest address Mobile/Telephone No. Folio No./ DP-ID & Client ID and Bank detailsviz. Bank name branch address Bank account no. and IFS code etc. for claiming theamount. Please note that once the unpaid amount is transferred to IEPF no individualclaim shall lie against the Bank. Year-wise list of unpaid/unclaimed dividend from 2007-08onwards is uploaded on Bank’s website www.pnbindia.in under ‘Investors’Info’.

7. REQUEST TO SHAREHOLDERS

a. Please note that copies of the Annual Report will not be distributed at the venue ofthe meeting. Shareholders/ Proxyholders/Authorized Representatives are thereforerequested to bring their copies of the Annual Report to the meeting. The Annual Reportalong with formats is being posted on the Bank’s Website at www.pnbindia.in b.Electronic copy of the Annual Report for 2014-15 is being sent to all the shareholderswhose email IDs are registered with the STA / Depository Participant(s) for communicationpurposes unless any shareholder has requested for a hard copy of the same. Forshareholders who have not registered their email address physical copies of the AnnualReport for 2014-15 is being sent in the permitted mode separately. c. Electronic copy ofthe Notice of the 14th Annual General Meeting (AGM) of the Bank inter alia indicatingthe process and manner of e-voting along with Annexures Attendance Slip and Proxy Form isbeing sent to all the shareholders whose email IDs are registered with the STA/ DepositoryParticipants(s) for communication purposes unless any shareholder has requested for a hardcopy of the same. For shareholders who have not registered their email address physicalcopies of the Notice of the 14th Annual General Meeting of the Bank inter alia indicatingthe process and manner of e-voting along with Attendance Slip and Proxy Form is being sentin the permitted mode. d. Shareholders may also note that the Notice of the 14th AGM andthe Annual Report for 2014-15 will also be available on the Bank’s websitewww.pnbindia.in for download. The physical copies of the aforesaid documents will also beavailable at the Bank’s Head Office at Share Department Finance Division 5 SansadMarg New Delhi-110001 for inspection during normal business hours on working days. Evenafter registering for e-communication shareholders are entitled to receive suchcommunication in physical form upon making a specific request by post free of cost. Theshareholders may also send their requests to the Bank’s email-id: hosd@pnb.co.in e.Shareholders may kindly note that no gift/gift coupon will be distributed at the meeting.

f. Due to security reasons brief cases eatables & other belongings are not allowedinside the auditorium. Persons attending the meeting are therefore advised to make theirown arrangements for safe keeping of their articles.

8. VOTING PROCESS

VOTING THROUGH ELECTRONIC MEANS

I. In compliance with provisions of Clause 35 B of the Listing Agreement read withprovisions of Section 108 of the Companies Act 2013 Rule 20 of the Companies (Managementand Administration) Rules 2014 as substituted by the Companies (Management andAdministration) Amendment Rules 2015 the Bank is providing the shareholders facility toexercise their right to vote on Resolutions proposed to the considered at the forth comingAGM by electronic means and the business may be transacted through e-voting platformprovided by Central Depository Services (India) Limited (CDSL).

II. That the facility for voting through Ballot paper shall also be made available atthe meeting & members attending the meeting who have not already cast their vote byremote e-voting shall be able to exercise their right at the meeting through Ballot paper.

III. That the Members who have cast their vote by remote e-voting prior to the meetingmay also attend the meeting but shall not be entitled to cast their vote again.

IV. CDSL shall provide 2 EVSN numbers for e-voting. One for election (agenda itemnumber 3) and one for agenda items number 1& 2. A person who is not a share holder on22/05/2015 will not get any voting rights on election but may get to vote on agenda itemnumber 1&2.

V. The process & manner for e-voting are as under:

(i) The voting period begins on 27/06/2015 (9:00 am) and ends on 29/06/2015 (5:00 pm).During this period shareholders’ of the Bank holding shares either in physical formor in dematerialized form as on the cut-off date of 22/05/.2015 may cast their voteelectronically for agenda item number 3 relating to election of share holder Director& Share holders holding shares as on 23/06/2015 may cast their vote electronically onagenda item numbers 1&2 relating to approval of Audited Accounts & declaration ofDividend. The e-voting module shall be disabled by CDSL for voting thereafter.

ii The shareholders should log on to the e-voting website www.evotingindia.com iiiClick on "Shareholders" tab.

iv Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID

c. Members holding shares in Physical Form should

enter Folio Number registered with the Bank.

v Next enter the Image Verification as displayed and Click on Login.

vi If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an earlier voting of any company then your existing password is to be used.vii If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Bank/ Depository Participant arerequested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of0’s before the number after the first two characters of the name in CAPITAL letters.Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PANfield.

DOB Enter the Date of Birth as recorded in your demat account or in the Bank recordsfor the said demat account or folio in dd/mm/ yyyy format.

Divi- Enter the Dividend Bank Details as recorded in your demat dend account or in theBank records for the said demat account or folio.

Bank Please enter the DOB or Dividend Bank Details in order Details to login. If thedetails are not recorded with the depository or Bank please enter the member id / folionumber in the Dividend Bank details field.

viii After entering these details appropriately click on "SUBMIT" tab.

ix Members holding shares in physical form will then reach directly the Companyselection screen. However members holding shares in demat form will now reach‘Password Creation’ menu wherein they are required to mandatorily enter theirlogin password in the new password field. Kindly note that this password is to be alsoused by the demat holders for voting for resolutions of any other company on which theyare eligible to vote provided that company opts for e-voting through CDSL platform. It isstrongly recommended not to share your password with any other person and take utmost careto keep your password confidential.

x For Members holding shares in physical form the details can be used only fore-voting on the resolutions contained in this Notice.

xi. Click on the relevant EVSN for Punjab National Bank on which you choose tovote.

xii On the voting page you will see "RESOLUTION DESCRIPTION" and against thesame the option "YES/NO" for voting. Select the option YES or NO as desired. Theoption YES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution. In respect of the resolution for election of shareholderdirector separate EVSN is created. Shareholders holding Shares as on 22/05/2015 (cutoffdate) are eligible to cast their vote for election of Shareholder Director. For castingvote you are requested click on the relevant EVSN and you will then be directed to votingpage. On the voting page you will see the names of eligible candidates. You are requiredto mark your preference before the name of one candidate in whose favour you want to castyour vote. This EVSN will be visible to only those Shareholders who hold shares as on22/05/2015.

xiii Click on the "RESOLUTIONS FILE LINK" if you wish to view the entireResolution details.

xiv After selecting the resolution you have decided to vote on click on"SUBMIT". A confirmation box will be displayed. If you wish to confirm yourvote click on "OK" else to change your vote click on "CANCEL" andaccordingly modify your vote.

xv Once you "CONFIRM" your vote on the resolution you will not be allowed tomodify your vote.

xvi You can also take print out of the voting done by you by clicking on "Clickhere to print" option on the Voting page.

xvii If Demat account holder has forgotten the changed password then Enter the User IDand the image verification code and click on Forgot Password & enter the details asprompted by the system.

xviii Note for Non-Individual Shareholders & Custodians:

• Non-Individual shareholders (i.e. other than Individuals HUF NRI etc.) andCustodian are required to log on to https://www.evotingindia.com and register themselvesas Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to helpdesk. evoting@cdslindia.com.

• After receiving the login details a compliance user should be created using theadmin log-in & password. The compliance user would be able to link the account(s) forwhich they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@ cdslindia.com and onapproval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian if any should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

VI. In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions ("FAQs") and e-voting manual available atwww.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com. The contact details of official for e-voting

Name – Mr. Wenceslaus Furtado

Designation – Deputy Manager

Address – Central Depository Services (India) Ltd.

Email-ID – helpdesk.evoting@cdslindia.com

Phone no. - 18002005533

VII. If you are already registered with CDSL for e-voting earlier then you can use yourexisting user ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile detailsof the folio which may be used for sending future communication(s).

IX. The Voting Rights of the members shall be in proportion to their share of the paidup Equity share capital of the Bank as on cut off date of 23/06/2015 for agenda itemnumber 1 & 2 and 22/05/2015 for agenda item number 3.

X. Any person who acquires the shares of the Bank and become member of the Bank afterdispatch of the notice of AGM and holding shares as on cut-off date i.e. 23.06.2015 mayobtain the login ID and password by sending a request at evoting@cdsl.co.in or RTA.However if you are already registered with CDSL for remote e-voting then you can use yourexisting user ID and password for casting your vote. If you forget your password you canreset your password by using " Forget user Details/ password" option availableon www.evotingindia.com or contact CDSL at the following toll free no.: 18002005533.

XI. A person whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositories as on the cut-off date only shall beentitled to avail the facility of remote e-voting as well as voting in the Annual GeneralMeeting through ballot paper.

XII. Ms. Ashu Gupta Practising Company Secretary (Membership No. F4123 CP No. 6646)of M/s Ashu Gupta & Co. (email ID – agc.scrutinizer@gmail.com) has been appointedas the Scrutinizer by the Bank to scrutinize the e-voting process in a fair andtransparent manner.

XIII. The Chairman shall at the Annual General Meeting at the end of discussion onthe Resolutions on which voting is to be held allow voting with the assistance ofscrutinizer by use of "ballot paper" or "polling paper" for all thosemembers who are present at the annual general meeting but have not cast their votes byavailing the remote e-voting facility.

XIV. The Scrutinizer shall after the conclusion of voting at the AGM will first countthe votes cast at the meeting and thereafter unblock the votes cast through remotee-voting in the presence of at least two witnesses not in the employment of the Bank andshall make not later than three days of conclusion of the AGM a consolidated scrutinizer'sreport of the total votes cast in favour or against if any to the Chairman or a personauthorized by him in writing who shall countersign the same and declare the result ofvoting forthwith.

XV. The Results along with the Scrutinizer’s Report shall be placed on theBank’s website www.pnbindia.in and on the website of CDSL within three days from theAGM of the Bank and communicated to the Stock Exchanges.

Poll Process on 30.06.2015 (AGM date) for those who have not cast their remote e-vote.

The voting for the proposed resolutions will be by Poll through SecretBallot.

• The polling will commence immediately after an announcement in this regard ismade by the Chairman and continue up to 1.00 p.m.

• Ballot Papers shall be issued at the Counters set up for this purpose to theshareholders / proxy holders / authorized representatives on surrender of Ballot PaperPass issued at the time of registration.

• Shareholders may exercise their right by affixing a rubber stamp (X) against thename of one candidate of their choice in the Ballot Paper for agenda item no. 3 andagainst ‘Yes’ or ‘No’ as desired by them for agenda items no. 1& 2 and deposit them in the Ballot Box (es).

9. ATTENDANCE SLIP - CUM - ENTRY PASS- CUM-BALLOT PAPER PASS

For the convenience of the shareholders Attendance Slip-cum-Entry Pass-cum-BallotPaper Pass is annexed to this Notice. Shareholders/Proxy holders/AuthorizedRepresentatives are requested to fill in and affix their signatures at the space providedtherein and surrender the same at the venue of the meeting. Proxy/ AuthorizedRepresentative of shareholders should state on the Attendance Slip-cum-Entry Pass as"Proxy" or "Authorized Representative" as the case may be. The portionof Ballot Paper Pass shall be surrendered to obtain Ballot Paper at the time of Poll.

Subject to the above as per Regulation 68 each shareholder who has been registered asa shareholder on the Cut-off Date shall have one vote for each share held byhim/her.

By order of the Board of Directors
for PUNJAB NATIONAL BANK
Place: NEW DELHI (Gauri Shankar)
Date: 12/05/2015 Executive Director