MCB Bank : NOTICE OF 75TH ANNUAL GENERAL MEETING

MCB Bank Limited

Company Secretary Office

NOTICE OF 75TH ANNUAL GENERAL MEETING

Notice is hereby given that 75th Annual General Meeting of MCB Bank Limited (the "Bank") will be held on Monday, March 27, 2023 at 11:00 AM (PST) at Grand Ball Room-A, 4th Floor, The Nishat Hotel adjacent to Emporium Mall, Abdul Haq Road, Johar Town, Lahore with Video Link facility to transact the following business:

Ordinary Business:

1. To confirm/approve the Minutes of Annual General Meeting held on March 29, 2022.
2. To receive, consider and adopt the Annual Audited Separate and Consolidated Financial Statements of the Bank together with the Directors' Report and Auditors' Report thereon and the Chairman's Review
   Report for the year ended December 31, 2022.
3. To appoint Auditors of the Bank and fix their remuneration. The Members are hereby notified that the Board's Audit Committee and the Board of Directors have recommended the name of retiring auditors, namely, M/s A. F. Ferguson & Co., Chartered Accountants, being eligible, for re-appointment as auditors of the Bank.
4. To approve, as recommended by the Board of Directors, the payment of Final Cash Dividend @ 60% i.e., PKR 6.00 per share, having face value of PKR 10/- in addition to 140% i.e., PKR 14.00 per share Interim Cash Dividends already declared and paid, thus, total 200% i.e., PKR 20.00 per share for the year ended December 31, 2022.

Special Business:

1. To consider and if deemed fit, to pass the resolutions as Special Resolutions, with or without amendments to approve the alterations/amendments in the Articles of Association of the Bank in accordance with the requirements of Section 38 of the Companies Act, 2017, as proposed in the Statement of Material Facts annexed to this Notice.
2. To consider and if deemed fit, to pass the resolutions as Special Resolutions, with or without amendments, to approve and authorize an equity investment by way of purchase of Ordinary Shares of MCB-Arif Habib Savings and Investments Limited, a subsidiary company of the Bank, in accordance with the requirements of Section 199 of the Companies Act, 2017, as proposed in the Statement of Material Facts annexed to this Notice.

Statement of Material Facts under Section 134(3) of the Companies Act, 2017 ("Act") along with draft Special Resolutions pertaining to the abovementioned Special Business is annexed to this Notice of Annual General Meeting circulated to the Members of the Bank.

By Order of the Board,

-Sd-

FARID AHMAD

March 06, 2023Acting Company Secretary

Lahore.

Registered Office: MCB House, 15 Main Gulberg, Jail Road, Lahore, Pakistan

U: +92 42 111 000 622 T: +92 42 3604 1621 E: cat@mcb.com.pk www.mcb.com.pk

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MCB Bank Limited

Company Secretary Office

Notes:

1. Minutes of the Annual General Meeting (the "Meeting" or "AGM") held on March 29, 2022 of MCB Bank Limited (the "Bank") are available for inspection of Members.
2. The Shares Transfer Books of the Bank will remain closed from March 16, 2023 to March 27, 2023 (both days inclusive). Transfers received at office of the Share Registrar and Transfer Agent of the Bank at its below mentioned address, at close of business hours on March 15, 2023 will be treated as being in time for the purpose of entitlement of Final Cash Dividend and also to attend, speak and vote at the AGM of the Bank.
3. All Members are entitled to attend and vote at the Meeting. A member entitled to attend and vote at AGM may appoint another member as a proxy to attend and vote on his/her behalf. No person shall act as a proxy, who is not a member of the Bank. A corporate entity, being a member, may authorize through resolution of its board or other governing body, an individual to act as its representative and the individual so authorized shall be entitled to exercise the same powers on behalf of the corporate entity which he represents.
4. The proxies and in case of corporate entity, the power of attorney or resolution of the board of directors or other governing body (if any) under which it is signed, a notarized/certified copy of the same in order to be effective must be deposited at the Registered Office of the Bank not later than 48 hours (no account shall be taken of any part of the day that is not a working day) before the time for holding the Meeting, and must be duly stamped, signed and witnessed.
5. If a Member appoints more than one proxy, and more than one instrument of proxy is deposited by a Member, all such instruments of proxy shall be rendered invalid.
6. Members having physical scrip of shares are requested to immediately notify the change, if any, in their registered addresses and e-mails, in writing, to the Share Registrar and Transfer Agent of the Bank, whereas, CDC Account holders are requested to contact their CDC Participant/CDC Investor Account Services.
7. As per Member's Register, some of the shareholders are maintaining more than one folio under the same particulars. Carrying two or more different folios may be hassle for the shareholders to reconcile and receiving different benefits in the shape of dividends/ bonus etc. In order to provide better services and convenience such shareholders are requested to send requests to the Bank's Share Registrar to merge their folios into one folio.
8. Central Depository Company of Pakistan ("CDC") Account-holders will further have to follow the under mentioned guidelines as laid down by Circular No. 01, dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan ("SECP"):

For Attending the Meeting:

1. In case of individuals, the account-holder or sub-account-holder and/or the person whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall authenticate his identity by showing his original Computerized National Identity Card ("CNIC") or original passport at the time of attending the Meeting.
2. In case of 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 Appointing of Proxies:

1. In case of individuals, the account-holder or sub-account-holder 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 be mentioned on the Proxy 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 corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted along with Proxy Form of the Bank.

Registered Office: MCB House, 15 Main Gulberg, Jail Road, Lahore, Pakistan

U: +92 42 111 000 622 T: +92 42 3604 1621 E: cat@mcb.com.pk www.mcb.com.pk

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MCB Bank Limited

Company Secretary Office

1. A Proxy Form, both in English and Urdu language, is being sent to the Members, along with Notice of AGM. The form of proxy is also available on website of the Bank i.e.,www.mcb.com.pk.
2. Copies of the Notice of AGM and the latest annual audited/quarterly financial statements of the Bank have been kept at the Registered Office of the Bank which can be obtained and/or inspected during the business hours on any working day from the date of publication of this Notice of AGM till the day before the AGM.
3. Annual Report 2022 including Notice of AGM, and the annual audited financial statements, reports and other material has also been placed on website of the Bank i.e.,www.mcb.com.pk.

Requirements to attend the AGM through Video-Link

As per the requirements of the SECP, the Bank is providing video link facility for participation in the AGM. This facility is in addition to hold physical AGM at designated venue. The Members or their proxy holders who wish to attend the AGM through Video-Link are required to register themselves by providing the following information along with valid CNIC/ Passport (both sides)/attested copy of board resolution/power of attorney as applicable through email at: corporate.affairs@mcb.com.pkof the Bank on or before March 23, 2023.

The Members or their proxies who are registered after necessary verification shall be provided a Video Link facility by the Bank on their email addresses. The Login facility shall remain open from the start of the AGM till its proceedings are concluded.

STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

IN RESPECT OF SPECIAL BUSINESS

This statement under Section 134(3) of the Companies Act, 2017 sets out the material facts pertaining to the Special Business to be transacted at AGM of the Bank:

Agenda Item No. 5

Amendments/alterations in Articles of Association of the Bank:

The existing Articles of Association (the "Articles") of MCB Bank Limited (the "Bank") are required to be amended to align the Articles with the applicable laws, rules and regulations. Therefore, the existing Articles have been proposed to be amended/altered accordingly and the same will be laid before the members in Annual General Meeting ("AGM") of the Bank scheduled to be held on March 27, 2023 in accordance with the requirements of Section 38 read with Section 134(3) of the Companies Act, 2017.

The Board of Directors of the Bank has approved the amendments in the Articles of the Bank and recommended the same to the shareholders for approval. A draft of the amended Articles of Association identifying the changes proposed therein is enclosed herewith.

For the purpose aforesaid, it is proposed to consider and, if thought fit, to pass the following resolutions as Special Resolutions, with or without modifications, to amend the Articles of Association of the Bank:

Registered Office: MCB House, 15 Main Gulberg, Jail Road, Lahore, Pakistan

U: +92 42 111 000 622 T: +92 42 3604 1621 E: cat@mcb.com.pk www.mcb.com.pk

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MCB Bank Limited

Company Secretary Office

"RESOLVED THAT the proposed amendments in the Articles of Association of MCB Bank Limited (the 'Bank'), as laid before the Members of the Bank, be and are hereby approved and adopted."

"FURTHER RESOLVED THAT the Acting Company Secretary and/or the Chief Financial Officer of the Bank, be and is hereby authorized to, singly, do all acts, deeds and things, take any and all necessary steps, to fulfill the legal, corporate and procedural formalities and file all necessary documents/returns as deemed necessary on this behalf and the matters ancillary thereto to fully achieve the object of the aforesaid resolution."

"FURTHER RESOLVED THAT the Acting Company Secretary and/or the Chief Financial Officer of the Bank, be and is hereby authorized to do all acts, deeds and things and take all steps and necessary actions ancillary and incidental including filing of requisite documents and returns as may be required with the Registrar of Companies and complying with all other regulatory requirements so as to effectuate the alteration in the Articles of Association of the Bank and implementing this resolution."

"RESOLVED FURTHER THAT the aforesaid alteration in the Articles of Association of the Bank shall be subject to any amendment, modification, addition or deletion as may be directed by the Securities & Exchange Commission of Pakistan ('SECP'), which amendment, modification, addition or deletion shall be deemed part of this special resolution without the need for passing a fresh special resolution."

The Directors / the Chief Executive Officer ('CEO') of the Bank have no interest, directly or indirectly, in this Special Business and/or Special Resolutions except in their capacities as Directors/CEO/ shareholders as has been detailed in the Pattern of Shareholding annexed to the Directors' Report and the entitlements to the remunerations.

Comparative Analysis:

In order to enable the members to compare the existing Articles of Association with the proposed Articles of Association, a blackline draft identifying the proposed changes in the documents along with reasons and justifications for the proposed changes, is being provided in the DVD, as an integral part of this Notice of AGM.

Reasons for Alteration in Articles of Association:

The existing Articles of Association of the Bank have been redrafted to align the same with the provisions of the Companies Act, 2017 and applicable laws, rules & regulations. The reasons of each change in the Articles of Association are mentioned in the attached comparative analysis.

Availability of Relevant Documents and Inspection:

A copy of the existing and proposed Articles of Association of the Bank indicating the proposed amendments are available for inspection at the Registered Office of the Bank from 9:00 AM to 5:00

Registered Office: MCB House, 15 Main Gulberg, Jail Road, Lahore, Pakistan

U: +92 42 111 000 622 T: +92 42 3604 1621 E: cat@mcb.com.pk www.mcb.com.pk

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