JS Bank : Notice of Extraordinary General Meeting Newspaper Clippings

Published nationwide in newspaper namely "The News" Today i.e. Friday, April 28, 2023

Notice is hereby given that the Extraordinary General Meeting ("EOGM") of the shareholders of JS Bank Limited (the "Bank") will be held on Friday, May 19, 2023, at Ramada Creek Hotel, Zulfiqar Street I, DHA Phase VIII, Karachi, at 10:30 am, to transact the following business:

SPECIAL BUSINESSES:

1. Circulation of Financial Statements Via QR Code & Weblink

To consider, and if deemed appropriate, to pass the following resolutions as Ordinary Resolutions with simple majority (with or without modifications) which would enable the Bank to circulate the annual audited financial statements by way of QR enabled code and weblink to its shareholders as a part of the notice for annual general meeting.

RESOLVED THAT subject to passing of a resolution of the members of the JS Bank Limited ("Bank") by way of simple majority, permission and approval to the Bank is be and hereby accorded for circulation of annual audited financial statements to members through QR enabled code and weblink within and as a part of the notice of general meeting, in line with Securities and Exchange Commission of Pakistan notification number S.R.O. 389(I)/2023, and as a consequence thereof, the practice of circulation of annual audited financial statements through CD be discontinued.

2. Change in Consideration for Public Offer Portion

To consider, and if deemed appropriate, to pass the following resolutions as Special Resolutions (with or without modifications) which would enable JS Bank Limited ("Bank") to change the mode of consideration for such shares of BankIslami Pakistan Limited which may be tendered by public shareholders of BIPL under the public offer process.

RESOLVED THAT consideration for the public offer for a minimum 24.88% ordinary shares of BankIslami Pakistan Limited ("BIPL") (as required to be made under the applicable regulations) shall be in cash which shall be computed as per the methodology prescribed in the pertinent regulations.

RESOLVED FURTHER THAT any two of President & CEO, Chief Operating Officer, and Company Secretary be and are hereby jointly and severally authorized to fulfill all legal, corporate and procedural formalities in connection with the above, including dissemination of material information and personal and written representations to PSX, SECP, CDC, CCP and SBP, whenever required for achieving the above purposes.

(Attached to this Notice is a Statement of Material Facts covering the above-mentioned special business, as required under Section 134(3) of the Companies Act, 2017).

Karachi: April 28, 2023

Notes:

1. Share transfer books of the Bank will remain closed from May 12, 2023, to May 19, 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 May 11, 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 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 EOGM@jsbl.comby the close of business hours (5:00 pm) on May 16, 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 EOGM 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 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 ("Regulations"), for the purpose of approval of any special agenda item at the EOGM, 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 May
  13, 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 May 14, 2023, 9:00 am to May 18, 2023. Voting shall close on May 18, 2023, at 5:00 pm 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 EOGM on May 18, 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.

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

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.

BALLOT PAPER FOR VOTING THROUGH POST

For poll at the Extraordinary General Meeting

To be held on Friday, May 19, 2023, at 10:30 a.m.

at Ramada Creek Hotel, Zulfiqar Street No. 1, Phase VIII, DHA, Karachi.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: chairman@jsbl.com

Name of shareholder / joint shareholder(s):

Registered Address:

CDC Participant / Investor ID with sub-account No.

Number of shares held

CNIC / Passport No. (in case of foreigner) (copy to be attached)

Additional Information and enclosures(In case of representative of body corporate, corporation and Federal Government)

Name of Authorized Signatory:

CNIC / Passport No. (in case of foreigner) of

Authorized Signatory - (copy to be attached)

I/We hereby exercise my/our vote in respect of the following resolutions through postal ballot by giving my /our assent or dissent to the following resolution by placing tick () mark in the appropriate box below:

54x4 cm

Published nationwide in newspaper namely "The Daily Jang" Today i.e. Friday, April 28, 2023