MCB Bank : Text of Ballot Paper for Voting through Post - Prior to Publication

76th Annual General Meeting of MCB Bank Limited to be held on Wednesday, March 27, 2024 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 (Website: www.mcb.com.pk)

Contact details of the Chairman where duly filled in Ballot Paper to be sent:

Business Address: MCB Bank Limited, 6th Floor, MCB Building, 15-Main Gulberg, Jail Road, Lahore.

Phone No: +92-42-36041621 Fax No. +92-42-35776616.

Email address: corporate.affairs@mcb.com.pk

Name of Shareholder/joint shareholder(s):

Registered Address:

Number of Shares held

Folio /CDC Participant/Investor ID with Sub-Account No.

CNIC/NICOP/Passport No. (Valid copy to be enclosed)

Additional Information and enclosures(In case of representative of body corporates and corporations.)

Name of Authorized Signatory:

CNIC/NICOP/Passport No. (Valid copy to be enclosed)

Certified True Copy of Board Resolution/Copy of the

Power of Attorney, attested by the Oath Commissioner.

Resolutions

Agenda Item No. 06

To consider and if deemed fit, to pass the following Ordinary Resolution in pursuance of S.R.O. No. 389 (I)/2023, dated March 21, 2023 of the Securities & Exchange Commission of Pakistan ("SECP") to authorize MCB Bank Limited to transmit the Annual Report comprising annual balance sheet, profit & loss account, auditors report, directors report etc., to the members of the Bank through QR enabled code and Web-Link instead of transmitting the same through CD/DVD/USB:

"RESOLVED THAT approval of the members of MCB Bank Limited (the 'Bank') be and is hereby accorded and the Bank be and is hereby authorized to circulate the Annual Audited Financial Statements together with Auditors', Chairman's and Directors' Report, to the members through QR enabled code and Web-link as part of Notice of Annual General Meeting instead of transmitting the same through CD/DVD/USB, as allowed by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389(I)/2023, dated March 21, 2023 and under Section 223(6) of the Companies Act, 2017."

"FURTHER RESOLVED THAT the Bank, be and is hereby authorized to discontinue the circulation of Annual Audited Financial Statements through CD/DVD/USB."

"FURTHER RESOLVED THAT the Company Secretary, be and is hereby authorized and empowered to do all acts, deeds and things, take or cause to be taken all necessary action for the purposes of implementing this resolution."

Agenda Item No. 07

To consider and if deemed fit, to pass the following Ordinary Resolution, to approve the amended Directors' Remuneration Policy and revised scale of remuneration of the directors for attending the Board and its Committees Meetings:

"RESOLVED THAT the amended Directors' Remuneration Policy, as recommended by the Board of Directors of the Bank, in accordance with the requirements of the Corporate Governance Regulatory Framework ('CGRF'), issued by the State Bank of Pakistan ('SBP') vide its BPRD Circular No. 05 of 2021, dated November 22, 2021, be and is hereby approved."

"FURTHER RESOLVED THAT the enhancement in fee for attending only the Board's Committees Meetings from PKR 100,000/- (Rupees one hundred thousand only) to PKR 300,000/- (Rupees three hundred thousand only) per Committee per meeting, as recommended by the Board of Directors and annexed to the Directors' Remuneration Policy, be and is hereby approved."

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I/we hereby exercise my/our vote in respect of above-mentioned Ordinary Resolutions through Postal Ballot by conveying my/our assent ordissent to the said Ordinary Resolutions by placing tick (√) markin the appropriate box below:

1. Agenda Item No. 06 (as given above)
2. Agenda Item No. 07 (as given above)

_______________________________________________

Signatures of Shareholder(s)/Authorized Signatory

(In case of corporate entity, please affix company stamp)

Place: _________________________

Date:__________________________

NOTES:

1. Duly filled-in Ballot Paper should be sent to the Chairman at MCB Bank Limited, 6th Floor, MCB Building, 15- Main Gulberg, Jail Road, Lahore or through email at: corporate.affairs@mcb.com.pkto the Bank during business hours;
2. Valid copy of CNIC/NICOP/Passport (in case of foreigner) should be enclosed with the Ballot Paper;
3. Ballot Paper has also been uploaded on Bank's website, i.e.,www.mcb.com.pk;
4. Ballot Paper should reach the Chairman on or before 05:30 PM, March 26, 2024 i.e. one day before the AGM to be held on March 27, 2024. Any Ballot Paper received after this date will not be considered for voting;
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written Ballot Paper will be rejected.
6. Signature on Ballot Paper should match with signature on CNIC/NICOP;
7. In case of a Corporate Entity, the Ballot Paper must be accompanied by a valid copy of CNIC/NICOP/Passport of Authorized Signatory and Certified True Copy of Board Resolution/Copy of the Power of Attorney, attested by the Oath Commissioner, as applicable; and
8. This Ballot Paper has been prepared in accordance with the requirements of Regulation 8 (Annexure-I) of the Companies (Postal Ballot) Regulations, 2018 as amended through SRO 905(I)/2023, dated July 07, 2023 issued by SECP.

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