JS Bank : Notice of Annual General Meeting Newspaper Clipping

Published nationwide in newspaper namely "The News" Today i.e. Wednesday, March 8, 2023

Notice is hereby given that the 17th Annual General Meeting ("AGM") of the shareholders of JS Bank Limited (the "Bank") will be held on Wednesday, March 29, 2023, at 10:00 a.m. at Ramada Karachi Creek, Zulfiqar Street 1 DHA Phase VIII Karachi, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Annual Audited Standalone and Consolidated Financial Statements of the Bank for the year ended December 31, 2022, together with the Directors' and Auditors' Reports thereon.
2. To appoint Bank's Auditors for the year ending December 31, 2023, and fix their remuneration. The Audit Committee and the Board of Directors have recommended the appointment of the retiring auditors, Messrs KPMG Taseer
   Hadi & Co., Chartered Accountants, who being eligible have offered themselves for re- appointment.
3. To consider and approve, the review of the Directors' Remuneration Policy.

SPECIAL BUSINESS:

1. To consider, and if deemed appropriate, to pass the following resolutions as Special Resolutions as envisaged under Sections 199, 183(3)(a) and 83(1)(b) of the Companies Act, 2017 and the Companies (Investment in
   Associated Companies or Associated Undertakings) Regulations, 2017, and the provisions of the Companies (Further Issue of Shares) Regulations, 2020, with or without modifications (or with or without any amendments as may be eventually directed by the SECP and/or SBP) for investment in 42.45% ordinary shares of BankIslami Pakistan Limited ('BIPL'), as an associated entity, through agreements from existing shareholders of BIPL in consideration of new shares of the Bank to be issued to such shareholders as "other than cash and other than rights" at the agreed swap ratio (i.e. ratio of 1.1318 ordinary shares of the Bank to be issued as consideration for every 1 share of BIPL acquired by the Bank through agreements from such shareholders) and for making a public offer for the remaining 50% of the shares of BIPL (translating to 24.88% paid up capital of BIPL) to the public shareholders of BIPL in consideration of a maximum of 59.56% shares of JS Investments Limited ('JSIL') and a maximum of 67.90% ordinary shares of JS Global Capital Limited ('JS Global') currently held by the Bank;

"RESOLVED THAT based on satisfactory results of the valuation as per the Valuation Report dated February 8, 2023 as prepared by the independent valuer (i.e. M.s Yousuf Adil, Chartered Accountants) and due diligence as carried out by the management in respect of acquiring majority shares and control (both approved by the Board), subject to the obtention of all requisite approvals of the State Bank of Pakistan ('SBP'), Competition Commission of Pakistan ('CCP') as well as other regulatory approvals and compliance of all regulatory and statutory formalities as may be applicable, consent and approval be and is hereby accorded to the Bank to invest into and acquire 42.45% ordinary voting shares and control of BankIslami Paksitan Limited ('BIPL') from existing sponsors and other shareholders through agreements as envisaged herein below and for making a public offer for a minimum 24.88% ordinary shares of BIPL as required under the applicable regulations as detailed below;

RESOLVED FURTHER THAT based on the valuations carried out by the independent valuer and subject to the permission from the Securities & Exchange Commission of Pakistan ('SECP') as required under Section 83(1)(b) of the Companies Act, 2017 and the provisions of the Companies (Further Issue of Shares) Regulations, 2020, 532,629,349 ordinary shares of the Bank be issued by way of other than rights and other than cash as consideration payable to the existing sponsors and other named shareholders of BIPL for 470,603,772 ordinary shares (constituting 42.45% paid up capital) of BIPL to be acquired from them by the Bank (i.e. 1.1318 ordinary shares of the Bank to be issued as consideration for every 1 share of BIPL acquired by the Bank through agreements);

RESOLVED FURTHER THAT subject to receipt of all necessary regulatory approvals from the SBP, the CCP, and SECP (wherever applicable) and satisfactory completion of all other conditions precedent as contained therein, the Share-Purchase Agreement dated February 20, 2023 as entered into by the Bank with Ahmed Goolam Mohamed Randeree and, Shabir Ahmed Randeree for the purchase of 87,965,233 and 127,965,233 ordinary shares of BIPL (collectively 19.48% of the issued paid up capital of BIPL) respectively held by them in consideration of 99,559,050 and 144,831,051 ordinary shares of the Bank (proposed to be issued by way of other than rights and other than cash) based on the valuations carried out by the valuer is hereby accepted, confirmed and ratified.

RESOLVED FURTHER THAT subject to receipt of all necessary regulatory approvals from the SBP, the CCP, and SECP (wherever applicable) and satisfactory completion of all other conditions precedent as contained therein, approval is hereby given for the draft share purchase agreement proposed to be entered into with Jahangir Siddiqui & Co. Limited, the holding company of the Bank, for the purchase and acquisition of 235,684,306 ordinary shares (constituting 21.26% of the issued paid up capital) of BIPL in consideration of 266,747,498 ordinary shares of the Bank (proposed to be issued by way of other than rights and other than cash) based on the valuations carried out by the valuer is be and hereby approved for execution;

RESOLVED FURTHER THAT subject to receipt of all necessary regulatory approvals from the SBP, the CCP, and SECP (wherever applicable) and satisfactory completion of all other conditions precedent as contained therein, the Share Purchase Agreement dated March 01, 2023 as entered into with M/s Sumya Builders and Developers for purchase and acquisition of 18,989,000 ordinary shares (constituting 1.71% paid up capital) of BIPL in consideration of 21,491,750 ordinary shares of the Bank (proposed to be issued by way of other than rights and for other than cash) based on valuations carried out by the valuer;

RESOLVED FURTHER THAT subject to receipt of all necessary regulatory approvals from the SBP, the CCP, and SECP (wherever applicable) and satisfactory completion of all other conditions precedent as contained therein, the Share Purchase Agreement dated [----] as entered into with M/s Sumya Builders and Developers for purchase and acquisition of 18,989,000 ordinary shares (constituting 1.71% paid up capital) of BIPL in

consideration of 21,491,750 ordinary shares of the Bank (proposed to be issued by way of other than rights and for other than cash) based on valuations carried out by the valuer is hereby accepted, confirmed and ratified;

RESOLVED FURTHER THAT subject to receipt of requisite regulatory approvals, consent and approval to make a public offer for a minimum 24.88% ordinary shares of BIPL to all public shareholders of BIPL in exchange for (as consideration) a maximum of 59.56% shares of JS Investments Limited ('JSIL') and a maximum of 67.90% ordinary shares of JS Global Capital Limited ('JS Global') currently held by the Bank as permissible and in accordance with the valuation requirements detailed under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 and to pay for fractional shares /entitlement in cash as may be necessary be and is hereby accorded to the Bank;

RESOLVED FURTHER THAT formal applications be made concurrently to the SBP and the CCP for approval of the proposed acquisition and investment of approximately 67.33% paid up capital of BIPL (via agreements and tender offer) and to the SECP for the further issue of shares other than rights and for consideration other than cash as well as divestment of holding in JSIL and JS Global;

RESOLVED FURTHER THAT subject to the obtention of all regulatory approvals, all formalities pertaining to (i) the issuance and freezing of new ordinary shares (to be issued by way of other than rights and other than cash) of JSBL and (ii) acquisition of ordinary shares of BIPL and deposit and freezing of such additional shares of BIPL as may be acquired via agreements and/or public offer and (iii) unfreezing and transfer of the Bank's sponsor shares of JS Global and JSIL for the purposes of payment as consideration of the public offer portion be fulfilled in accordance with the applicable laws, rules and regulations;

RESOLVED FURTHER THAT any two of the President & Chief Executive Officer, Chief Operating Officer and Company Secretary are hereby jointly and severally authorized to fulfill all legal, corporate and procedural formalities in connection with the above, including dissemination of material information to Pakistan Stock Exchange Limited, fulfilling all reporting and disclosure requirements, personal and written representations and submission of all applications to SBP, SECP, CCP, Pakistan Stock Exchange and Central Depository Company of Pakistan Limited and other organizations whenever required and signing and execution of all documents, applications, deeds and agreements related thereto (including giving and signing any resolution on any standard template or pattern as may be required by any of the above entities) for achieving the above purposes and to take all such necessary, ancillary and incidental steps and do all such acts, deeds and things that may be required for the purpose of giving effect to the this resolution.

(Statement of the material facts under section 134(3) of the Companies Act, 2017 is being sent to the shareholders and is also available on the website of the Bank www.jsbl.com along with Notice of AGM).

1. Share transfer books of the Bank will remain closed from March 23, 2023 to March 29, 2023 (both days inclusive). Transfers received in order at Bank's Independent Share Registrar, CDC Share Registrar Services Limited, CDC
   House, Shahra-e-Faisal, Karachi at the close of business on March 22, 2023 will be treated in time for purpose of attending and vote at the Meeting.
2. A member of the Bank entitled to attend, and vote may appoint another member as his/her proxy to attend and vote instead of him/her.
3. Proxies must be received at the Registered Office of the Bank not later than 48 hours before the time of the Meeting.
4. Beneficial owners of the shares registered in the name of CDC Share Registrar Services Limited (CDCSRSL) and/or their proxies will have to follow the following guidelines as laid down by the Securities and Exchange
   Commission of Pakistan.

For Attending the Meeting

• In light of the clarification issued by the Securities and Exchange Commission of Pakistan for ensuring participation of members in general meeting through electronic means as a regular feature, the Bank has also provided the facility for attending the meeting via video-link to its shareholders. The members are encouraged to participate in the meeting online for following the below guidelines.
• The members who wish to attend the Annual General Meeting through video link are requested to get themselves registered by sending the particulars prescribed in the table below at the following email address AGM@jsbl.com by the close of business hours (5:00pm) on March 26, 2023.

• The Video Conference Link would be emailed to the registered members or their proxies who have provided all the requested information.
• The Members who intend to attend and participate physically in the AGM of the Bank will be allowed to participate keeping in view the COVID-19 related SOP's issued by the Provincial and/or the Federal Government. The Bank will follow the best practices and comply with the instructions of the Government and SECP to ensure protective measures are in place for well-being of its Members.
• In the case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original (Statement of the material facts under section 134(3) of the Companies Act, 2017 is being sent to the shareholders and is also available on the website of the Bank www.jsbl.com along with Notice of AGM).CNIC or original Passport along with
  Participant ID number and the account number at the time of attending the Meeting.
• In the case of a corporate entity, the Board's 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 Appointing Proxies

• In the case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations shall submit the proxy form as per the above requirements.
• The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.
• Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.
• The proxy shall produce his original CNIC or original passport at the time of the Meeting.
• In the case of the corporate entity, the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with a proxy form to the Bank.

Procedure for E-Voting

• In accordance with the Companies (Postal Ballot) Regulations 2018, for the purpose of approval of any special agenda item at the AGM, members will be allowed to exercise their vote through postal ballot i.e., by post or e-voting, in the manner and subject to conditions contained in the Companies (Postal Ballot) Regulations, 2018.
• Details of the e-voting facility will be shared through an e-mail with those members of the Bank who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Bank by the close of business on March 23, 2023.
• The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
• Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.
• Members shall cast vote online at any time from March 24, 2023, 9:00 am to March 28, 2023. Voting shall close on March 28, 2023, at 5:00. Once the vote on the resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

Procedure for Voting Through Postal Ballot

• Pursuant to Companies (Postal Ballot) Regulations 2018, for the purpose of election of directors and for any other agenda item subject to the requirements of Section 143 and 144 of the Companies Act, 2017, members will be allowed to exercise their right of vote through postal ballot, that is voting by post, in accordance with the requirements and procedure contained in the aforesaid Regulations.
• The members shall ensure that the duly filled and signed ballot paper, along with a copy of the Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through the post at the Bank's registered address, 1st Floor Shaheen Commercial Complex, Dr. Ziauddin Ahmed Road , Karachi, or email at chairman@jsbl.com one day before the AGM on March 28, 2023, during working hours. The signature on the Ballot Paper shall match with signature on the CNIC.
• In accordance with Regulation 11 of the Regulations, the Board of the Bank has appointed M/s PKF F.R.A.N.T.S, Chartered Accountants, (a QCR rated audit firm) to act as the Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.
• Shareholders are requested to notify immediately of any change in their address to the Bank's share registrar.

Notice to Shareholders who have not provided CNIC:

The Companies (Distribution of Dividends) Regulations, 2017 requires that the dividend warrants should bear the Identification Number which includes: (i) in the case of a registered shareholder or an authorized person, the Computerized National Identity Card Numbers (CNIC); (ii) in the case of a minor, child registration number or juvenile card number; and (iii) in the case of corporate shareholders registration number or national tax number. The Identification Number of the shareholders is, therefore, mandatory for the issuance of dividend warrants, and in the absence of such information, payment of dividend may be withheld in terms of the Companies (Distribution of Dividends) Regulations, 2017. Therefore, the shareholders who have not yet provided their Identification Numbers are advised to provide their Identification Numbers (if not already provided) directly to our Independent Share Registrar at the address given herein above without any further delay.

Placement and Electronic Transmission of Financial Statements & Notices

The Bank has placed the annual Audited Financial Statements for the year ended December 31, 2022, along with the Auditors and Directors' Reports on its website: https://jsbl.com/knowledge-center/financial- reports/ as required under Section 223(7) of the Companies At, 2017.

Further, the Annual Report of the Bank for the year ended December 31, 2022, is transmitted to the shareholders at their email address registered with the Share Registrar.

Under Section 223(6) of the Companies Act, 2017, listed companies are allowed to send the Audited Financial Statements etc., through an electronic mail system (e-mail). The members are hereby requested to convey their consent via email on a standard request form which is available at the Bank's website i.e. https://jsbl.com/wp-content/uploads/2022/03/Annual-Audit-Acc-Email-Request.pdf. Please ensure that your email account has sufficient rights and space available to receive such an email that may be greater than 1 MB in size. Members can request a hard copy of Audited Financial Statements which shall be provided free of cost within seven days from the date of requisition. Further, it is the responsibility of the member(s) to timely update the Share Registrar of any change in his (her/its/their) registered email address at the address of the Bank's Share Registrar mentioned above.

Mandate for E-DIVIDENDS for shareholders

Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay cash dividend to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders. In order to receive dividends directly into their bank account, shareholders are requested to fill in the Electronic Credit Mandate Form available on Bank's website and send it duly signed along with a copy of CNIC to the Registrar of the Bank M/s. CDC Share Registrar Services Limited, CDC House, Shahra-e-Faisal, Karachi in case of physical shares. In case shares are held in CDC then Electronic Credit Mandate Form must be submitted directly to the shareholder's broker/participant/CDC account services.

Deduction of Income Tax from Dividend at Revised Rates

Pursuant to the provisions of the Finance Act deduction of income tax from dividend payments shall be made on the basis of filers and non-filers as follows:

Income Tax will be deducted on the basis of the Active Tax Payers List posted on the Federal Board of Revenue website.

Members seeking exemption from deduction of income tax or are eligible for deduction at a reduced rate are requested to submit a valid tax certificate or necessary documentary evidence, as the case may be.

54x8