Samba Bank Limited ("Samba" or the "Bank") is a banking company listed on the Pakistan Stock Exchange.

Samba Bank Limited is listed on the Pakistan Stock Exchange (PSX) and operates as a full-service commercial bank offering a wide range of conventional banking products and services. As at end-CY25, the Bank operates a network of 77 branches across 36 cities and territories in Pakistan (end-CY24: 57 branches). The Bank's registered office is located at 1st floor,19-Saleem Plaza, Jinnah Avenue, Blue Area, Islamabad.

The Bank operates through three principal business segments: Retail and Consumer Banking Group, Corporate and Investment Banking Group (CIBG), and Global Markets/Treasury.

Saudi National Bank (SNB) of the Kingdom of Saudi Arabia holds a controlling stake of 84.51% in Samba Bank Limited, with the remaining 15.49% held by retail and institutional investors in Pakistan. Notably, during CY25, SNB received a non-binding offer from Najd Gateway Holding Company relating to a potential divestment of SNB's 100% stake in Samba Bank Limited. Any decision relating to this potential transaction remains subject to internal and regulatory approvals and execution of definitive agreements

The ownership structure reflects the dominant presence of a Tier-1 Saudi banking institution. While the potential transaction introduces an element of uncertainty, regulatory oversight by the State Bank of Pakistan provides an important safeguard for depositors and other stakeholders. The outcome of the proposed transaction will be closely monitored for any impact on the Bank's strategic direction, capital support, and management continuity.

SNB, the parent, is one of the largest banks in Saudi Arabia with a strong track record in regional banking. The Bank has demonstrated consistent improvement in its retail franchise and digital banking capabilities under the current management team.

The Bank's paid-up capital stands at PKR 10.082bln against the SBP-prescribed Minimum Capital Requirement (MCR) of PKR 10bln. The Bank's robust CAR of 24.35% at end-CY25 provides a significant capital buffer above the regulatory minimum of 11.5%.

The Board of Directors of Samba Bank Limited comprises eight members, including three independent directors, four non-executive directors, and one executive director (President & CEO). The Chairman, Mr. Mustafa Ilyas, serves as an adviser to SNB and brings extensive banking sector expertise from a distinguished career at PwC spanning over seventeen years. The Board structure reflects adherence to the requirements of the Code of Corporate Governance under SECP regulations, with a notable representation of international banking expertise through SNB-nominated directors.

Mr. Mustafa Ilyas, Chairperson of the Board of Samba Bank since October 2022, is a Chartered Accountant and a member of the Institute of Chartered Accountants England & Wales (UK). He serves as Adviser to Saudi National Bank (SNB), KSA. Prior to this he was at PwC for over seventeen years, the majority of which focused exclusively on the banking sector. Ms. Kholood K. Al-Khelaiwi, a banking professional with over 20 years of experience, is currently Head of Talent Acquisition at SNB and previously led various treasury and trading roles. Hafiz Mohammad Yousaf, FCA, is a veteran Chartered Accountant with over 30 years of experience and fellowships from ICAP, AICPA, and Canadian accounting bodies. Ms. Zeeba Ansar, a corporate banking leader with 27+ years of experience, has held senior roles at NIB Bank Limited, United Bank Limited, Faysal Bank, and Deutsche Bank. Currently, she serves on multiple corporate boards. Furthermore, the Bank has appointed three new directors last year: Mr. Fahad A. AlHunaiti, Mr. Mazen Ali AlDhabi, and Mr. Shafqaat Ahmed. Mr. Rashid Jahangir is the Acting President & Chief Executive Officer of Samba Bank Limited. He has been appointed as the President and CEO of the Bank. He brings extensive experience in strategic banking leadership and operations.

The Board exercises governance oversight through five dedicated sub-committees: i) Board Audit Committee (BAC), ii) Board Nomination and Remuneration Committee (BNRC), iii) Board Risk Committee (BRC), iv) Board IT Committee (BITC), v) Board Executive Committee (BEC), and vi) Board Level Governance Committee (BLGC) for Islamic Banking Conversion. Five Board meetings and twenty-one Board Sub-Committee meetings were held during CY25. Board members' attendance and participation are considered active and effective.

The Board Audit Committee oversees the effectiveness of the Bank's internal and operational control framework, the integrity of financial reporting, and the performance and independence of external auditors. M/s. A.F. Ferguson & Co., Chartered Accountants (a member firm of the PwC network), serves as the external auditor of the Bank and expressed an unqualified opinion on the financial statements for the year ended December 31, 2025.

The Bank operates a streamlined organizational structure anchored by the President & CEO, with each key functional area led by experienced senior executives. The Bank's operations are organized across major divisions including: i) Retail and Consumer Banking Group, ii) Corporate and Investment Banking Group (CIBG), iii) Global Markets/Treasury, iv) Risk Management, v) Finance, vi) Operations & Technology, vii) Human Resources, viii) Compliance, ix) Audit & Risk Review (ARR), x) Digital Banking, and xi) Institutional Remedial Management Department (IRMD).

Mr. Rashid Jahangir – President & CEO is a Fellow Chartered Accountant with over 24 years of industry experience including strategic planning, digital transformation, and financial management, previously serving as CFO and Deputy CEO of the Bank. Key management personnel include designated heads for CIBG, Retail Banking, Risk, Finance (CFO), Compliance, and Treasury functions, each bringing extensive domain expertise. Mr. Basit Humayun Cheif Financial Officer, is responsible for financial strategy, reporting, and overall fiscal management. Mr. Syed Ali Raza, Group Head Corporate and Investment Banking, has substantial experience in managing corporate finance and credit portfolios. Ms. Samina Hamid Khan Chief Compliance Officer, has rich experience in enterprise risk and regulatory compliance frameworks.

The Bank has various committees in place at the management level to oversee its day-to-day operational matters and take decisions to implement the strategy outlined by the board. These include (i) Executive Team, (ii) Investment Committee, (iii) Asset and Liability Committee (iv) Management Credit Committee, (v) Real Estate Committee (vi) Remedial Assets Committee (vii) IT Steering Committee.

The Bank has deployed a robust IT security framework aligned with regulatory requirements. Management Information Systems encompass core banking, risk management, loan origination, and treasury systems. The Bank has implemented a Risk & Controls Self-Assessment (RCSA) regime throughout business and support functions, conducted quarterly to test the effectiveness of operational, financial, and regulatory risk controls. The Bank has also established a dedicated Green Banking Office under the Operational Risk Management function to oversee ESG-related compliance. The Board IT Committee (BITC) provides active oversight on IT strategy, cybersecurity, and digital initiatives.

The Board has formed special committees named Integrated Risk Management Committee (IRMC), Management Credit Committee (MCC), and Country Risk and Compliance Committee (CRCC) to manage the credit, market, operational and other risks. The supervision and oversight of the Bank's operations is managed by a twelve-member team, including the President & CEO, Deputy CEO, and the Group heads of each business and support function.

During CY25, Pakistan's banking sector's total assets grew by approximately 17.8% YoY, while investments surged by ~31.1% to PKR ~39.1trln (CY24: PKR ~29.8trln). Net advances of the sector declined by ~6% to PKR ~14.9trln (CY24: PKR ~15.8trln). Non-Performing Loans (NPLs) decreased by 9.7% YoY to PKR ~964bln (CY24: PKR ~1,068bln). The Capital Adequacy Ratio (CAR) averaged 20.8% (CY24: 20.6%), remaining adequate to absorb potential shocks. While the Advances-to-Deposit Ratio (ADR) was reported at 37.5% (CY24: 49.7%), reflecting cautious lending and deposit accumulation amidst a lower policy rate environment. In a lower policy rate environment, coupled with high operating costs and reduced lending, the sector faced margin pressure, leading to moderated profitability by end-CY25, despite robust capitalization and improving asset quality. (Source: SBP Compendium). Against this operating backdrop, Samba Bank delivered a broadly stable performance, maintaining PBT at PKR 1,556mln (CY24: PKR 1,550mln) while expanding its franchise significantly.

Samba Bank is classified as a smaller-sized bank within Pakistan's banking landscape, holding a total deposit market share of approximately 0.4% at end-CY25. Total deposits grew by 11% to PKR 118,927mln at end-CY25 (CY24: PKR 107,142mln), supported by a 53% growth in local currency current accounts. In terms of deposit composition, current accounts increased to 24.7% of total deposits (CY24: 21.4%). The Bank's customer deposit base is primarily comprised of corporate and institutional clients, with the retail segment steadily growing through the branch network expansion. Customer deposits grew modestly to PKR 108.6bln at end-CY25 from PKR 105.5bln at end-CY24, providing a stable funding base for the Bank's operations. The Bank faces intense competition in the deposit market from larger commercial banks with significantly more established franchise and branch networks.

In CY25, Samba Bank's total markup income declined by 23% to PKR 22,112mln (CY24: PKR 28,721mln), reflecting compression in asset yields across the board driven by the SBP's policy rate reduction cycle. Investment-related income remained the dominant contributor to markup earnings, given the Bank's predominantly investment-heavy asset mix. On the liability side, markup expenses declined by 23% to PKR 16,518mln (CY24: PKR 21,395mln), resulting in a net markup income of PKR 5,593mln (CY24: PKR 7,326mln), representing a 23% decline. The compression in net markup income was primarily attributable to a narrowing spread, as liability repricing did not fully offset the decline in asset yields during the year. Non-markup income increased by 26% to PKR 2,128mln (CY24: PKR 1,687mln), driven by capital gains on investments of PKR 808mln (CY24: PKR 212mln) and foreign exchange income of PKR 779mln, partially offsetting the pressure on markup income.

During CY25, Samba Bank's total income declined by 14% to PKR 7,722mln (CY24: PKR 9,013mln). Fee and commission income grew moderately to PKR 412mln (CY24: PKR 365mln), while foreign exchange income declined to PKR 779mln (CY24: PKR 1,010mln) in a range-bound FX market. Dividend income stood at PKR 60mln (CY24: PKR 69mln). On the expense side, total non-markup expenses increased marginally to PKR 5,522mln (CY24: PKR 5,351mln), demonstrating cost discipline despite a 35% expansion in the branch network. Profit before credit loss allowance declined to PKR 2,199mln (CY24: PKR 3,662mln). Credit loss allowance charges reduced significantly to PKR 644mln (CY24: PKR 1,758mln), reflecting the Bank's improved risk management posture and partially reversing prior year provisions. Accordingly, the Bank reported Profit Before Tax of PKR 1,556mln (CY24: PKR 1,550mln), nearly flat year-on-year. Taxation stood at PKR 829mln (CY24: PKR 850mln), resulting in Profit After Tax of PKR 727mln (CY24: PKR 699mln). EPS was PKR 0.72 (CY24: PKR 0.69). The cost-to-income ratio rose to 71.5% (CY24: 59.4%) primarily due to the significant branch network expansion undertaken during the year.

Management envisages continued growth in the deposit base, with emphasis on granular retail deposits through further branch network expansion of 50 new branches targeted for FY26. CIBG is focused on growing lending momentum, booking new top-tier corporate relationships and expanding trade volumes. The Bank is also working to enhance its SME lending franchise, having launched Digital Supply Chain Financing during the year. The strategic transition to full Islamic banking is being managed under the oversight of the Board Level Governance Committee and is expected to support long-term franchise differentiation.

At end-Dec25, Samba Bank's gross advances portfolio stood at PKR 71,304mln (end-Dec24: PKR 66,121mln), reflecting a 7.8% increase. However, NPLs increased to PKR 10,778mln (end-Dec24: PKR 9,921mln), with the gross NPL ratio standing at 15.1% of total advances (end-Dec24: 15.0%). While the ratio was broadly stable, the absolute level of NPLs remains elevated, representing a key credit risk concern. The NPL portfolio is heavily concentrated in the Loss category at PKR 8,924mln (83%), followed by Doubtful at PKR 1,725mln (16%). The credit loss allowance against advances stood at PKR 10,693mln (end-Dec24: PKR 10,051mln), reflecting a strong provisioning coverage ratio of approximately 99% of total NPLs. Sector-wise, Textile is the largest contributor to gross advances at PKR 20,178mln (28.3%), followed by Manufacturing at PKR 15,559mln (21.8%), Chemicals & Pharmaceuticals at PKR 5,467mln, and Individuals at PKR 6,192mln. The Bank's top 10 funded and non-funded exposures aggregate to PKR 11,054mln, with sanctioned limits of PKR 20,322mln. All advances are domestic with no overseas exposures. The Advances-to-Deposit Ratio (ADR) stood at 45.0% (end-Dec24: 46.3%), reflecting continued moderate lending deployment.

At end-Dec25, Samba Bank's gross investment portfolio stood at PKR 117,362mln (end-Dec24: PKR 100,275mln), reflecting a 17% increase driven primarily by Pakistan Investment Bonds (PIBs) and Market Treasury Bills (T-Bills). Federal Government Securities dominate the investment portfolio, constituting 97.7% of total gross investments. Floating-rate PIBs are revalued using PKFRV rates published by Reuters. The Bank's Equity Desk delivered strong performance during the year, capitalizing on the KSE-100 index gaining 51% during CY25. Capital gains on Available-for-Sale securities of PKR 941mln (net of tax: PKR 442mln) were directly recognized in Other Comprehensive Income in accordance with IFRS 9. The Bank manages market risk through Board-approved quantitative limits and conducts stress testing to measure its sensitivity to interest rate movements and market dislocations.

At end-Dec25, Samba Bank's Liquidity Coverage Ratio (LCR) stood at 352.77% (end-Dec24: 333.91%), significantly above the regulatory minimum, indicating a very strong liquidity buffer. The Net Stable Funding Ratio (NSFR) stood at 245.08% (end-Dec24: 264.24%), also well above regulatory requirements. The deposit mix improved notably, with the CASA ratio rising to 59.8% (end-Dec24: 44.0%). Within total customer deposits of PKR 118,927mln, current deposits stood at PKR 27,665mln (23.3%), savings deposits at PKR 41,766mln (35.1%), and term/fixed deposits at PKR 47,490mln (39.9%). Deposit concentration remains manageable, with the top 20 depositors accounting for 48.5% of total deposits at end-Dec25. Interbank borrowings increased to PKR 52,207mln (end-Dec24: PKR 42,474mln), reflecting active liability management. The Subordinated Debt (TFCs) outstanding stood at PKR 4,991mln. Samba Bank's liquidity profile is assessed as strong, supported by a high proportion of government securities in the investment portfolio providing readily available liquidity through repo transactions.

As of end-Dec25, Samba Bank's total Capital Adequacy Ratio (CAR) stood at 24.35% (CY24: 23.83%), comfortably above the SBP-prescribed minimum of 11.5%. The CET 1 CAR and Tier 1 CAR both stood at 17.90% (CY24: 17.37%), reflecting the Bank's strong equity base relative to its risk-weighted assets. Total Eligible Capital stood at PKR 22,188mln, comprising Eligible Tier 1 Capital of PKR 16,317mln and Eligible Tier 2 Capital of PKR 5,871mln. Total Risk Weighted Assets (RWAs) were PKR 91,137mln, with Credit Risk RWAs at PKR 65,254mln (71.6%), Market Risk at PKR 9,676mln (10.6%), and Operational Risk at PKR 16,208mln (17.8%). The Leverage Ratio stood at 7.09% (CY24: 7.63%). The Bank's paid-up capital is at PKR 10.082bln, meeting the SBP MCR of PKR 10bln. Samba Bank's capitalization is assessed as strong and provides adequate headroom for balance sheet growth.