Bank Makramah : Notice of 18th Annual General Meeting of Bank Makramah Limited

NOTICE OF THE EIGHTEENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF

BANK MAKRAMAH LIMITED (FORMERLY KNOWN AS SUMMIT BANK LIMITED)

NOTICE is hereby given that the Eighteenth (18th) Annual General Meeting of the Shareholders (the "Shareholders") of Bank Makramah Limited (formerly known as Summit Bank Limited) (the "Bank") will be held on Friday, March 29, 2024 at 12:00 p.m. at Serena Hotel, Islamabad to transact the following business.

3. To appoint external auditors of the Bank for the financial year ending on December 31, 2024 till the conclusion of the next Annual General Meeting and fix their remuneration. The present external auditors', M/s. Yousuf Adil, Chartered Accountants being eligible have oered themselves for re-appointment.

Other Business

4. To transact any other business with the permission of the chair.

Notes:

1. The share transfer books of the Bank will be closed from March 22, 2024 to March 29, 2024 (both days inclusive). Transfers received by our Share Registrar, M/s. THK Associates (Private) Limited, 32-C, Jami Commercial Street No. II, D.H.A, Phase-VII, Karachi at the close of business i.e. March 21, 2024 shall be treated in time for the purpose of entitlement to attend the said AGM.
2. A member entitled to attend and vote at the Meeting may appoint another member as his/her proxy to attend, speak and vote on his/her behalf. A corporation being a member may appoint as its proxy any of its oicials or any other person whether a member of the Bank or otherwise.
3. An instrument of proxy and a Power of Attorney or other authority (if any) under which it is signed or notarized, copy of such Power of Attorney must be valid and deposited with the Share Registrar of the Bank, M/s. THK Associates (Private) Limited not less than 48 hours before the time of the Meeting.
4. Those shareholders whose shares are deposited with Central Depository Company of Pakistan Limited (CDC) are requested to bring their original Computerized National Identity Cards (CNICs) along with participants ID numbers and their account/sub-account numbers in CDC to facilitate identification at the time of AGM. In case of proxy, attested copies of proxy, CNIC or passport, Account and Participants ID numbers must be deposited along with the Form of Proxy with our Share Registrar. In case of proxy for corporate members, the Board of Directors' Resolution/Power of Attorney with specimen signature of the nominee shall be produced at the time of the Meeting (unless it has been provided earlier to the Share Registrar).
5. Shareholders having physical scrip of shares are requested to promptly notify change in their postal addresses and/or email addresses if any, to our Share Registrar, in writing, whereas CDC accounts holders are requested to contact their CDC Participant/CDC Account Services.
6. In accordance with SECP's directives, it is mandatory for all the shareholders to have their valid CNIC number recorded with the Bank. Members who have not yet submitted photocopies of their CNICs to the Registrar are requested once again to submit valid attested copies of their CNICs.

For Attending the Meeting

1. In case of individuals, the account holders or sub-account holders and/or the persons whose securities are in group accounts and their registration details are uploaded as per the Regulations shall authenticate their identities by showing their original Computerized National Identity Card ("CNIC") or original passports at the time of attending the Meeting.
2. In case of a corporate entity, the Board of Directors' Resolution/Power of Attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

For Appointment of Proxies

1. 1. In case of individuals, the account holders or sub-account holders and/or the persons whose securities are in group accounts and their registration details are uploaded as per the CDC Regulations, shall submit the Proxy Form as per the above requirement.
   2. The Proxy Form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall are mentioned on the form.
   3. Attested copy of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the Proxy Form.
   4. The proxy shall produce his/her original CNIC or passport at the time of the Meeting.
   5. In case of a corporate entity, the Board of Directors Resolution/Power of Attorney with specimen signature shall be submitted along with the Proxy Form of the Bank.
2. A Proxy Form, in both English and Urdu, is being separately sent to the members, along with the Notice of AGM.
3. In accordance with SECP Circular No. 10 of 2014 dated May 21, 2014 (the Circular), members holding in an aggregate of 10% or more shareholding in the paid-up capital of the Bank residing in a city, may avail video conference facility to attend the Meeting.

Requirement and procedure for availing video conference facility as stipulated in the Circular are detailed here as under:

The members should provide their consent as per the following format and submit it to the registered address of the Bank 10 days before holding of General Meeting.

Consent Form for Video Conference Facility

I/We ____________________________________________________________________ of ______________________________________________ being a member of Bank Makramah Limited (formerly known as

Summit Bank Limited), holder of _______________________________ ordinary shares as per Register Folio/CDC Account No___________________________________________ hereby opt for video

conference facility at _________________________________________________________ (geographical location).

1. As per Section 72 of the Companies Act, 2017, every existing listed company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of this Act, i.e., May 30, 2017.
   The shareholders having physical shareholding are encouraged to open CDC sub-account with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form, This will facilitate Them in many functions, including safe custody and sale of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange.
2. Shareholders who could not collect their dividend/physical shares are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend or shares, if any. In compliance with Section 244 of the Companies Act, 2017, after having completed the stipulated procedure, all such dividend and shares outstanding for a period of three (3) years or more from the date due and payable shall be deposited to the credit of the Federal Government in case of unclaimed dividend and in case of shares, shall be delivered to the SECP.
3. Copies of the Notice of AGM and the latest audited annual/quarterly financial statements of the Bank have been kept at the Registered Oice of the Bank which can be obtained and/or inspected during business hours on any working day from the date of publication of this Notice till the conclusion of the AGM by the members and other persons entitled to attend the Meeting. Notice of the AGM and the latest audited annual/quarterly financial statements have further been placed on the website of the Bank:https://www.bankmakramah.com/financial-statements/
4. Subsequent to the approval of the shareholders of the Bank and in compliance with the S.R.O. 389 (I)/2023 dated March 21, 2023 issued by the Securities and Exchange Commission of Pakistan (SECP), the Bank has adopted the circulation of Annual Financial Statements through a QR code and a weblink. Further, in compliance with the aforementioned SRO, the Bank has embodied herewith the QR code and the weblink of the Annual Financial Report for the year ending on December 31, 2023.
   However, shareholders who wish to receive the hard copy of the Financial Statements shall have to fill out the 'Standard Request Form' available on the Bank's website and send it to us at the given addresses.
5. Pursuant to the Companies (Postal Ballot) Regulations, 2018, for any other agenda item subject to the requirements of Section 143 and 144 of Companies Act, 2017, members present in person, through video-link or by proxy, and having not less than one-tenth of the total voting power can also demand a poll and exercise their right of vote through Postal Ballot, that is voting by post or through any electronic mode, in accordance with requirements and procedure contained in the aforementioned regulations.

Interest of Directors

The Directors of the Bank have no personal interest, directly or indirectly, that would require further disclosure.

Inspection of Documents

The copies of the Memorandum and Articles of Association of the Bank and the minutes of the last Extraordinary General Meeting of the Bank may be inspected/procured free of cost during the business hours on any working day from the Registered Oice/Head Oice of the Bank from the date of publication of the accompanying notice till the conclusion of the Annual General Meeting of the Bank.

www.bankmakramah.com, UAN: 021-111-124-365

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