Soneri Bank : Certified Copy of the Resolutions adopted by the Shareholders in their 31st Annual General Meeting

Soneri Bank

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Roshan Har Qadam

SBL/Secy/PSX/23/72 28 March 2023

The General Manager Pakistan Stock Exchange Ltd. Stock Exchange Building Stock Exchange Road Karachi

Soneri Bank Limited

Company Secretary Office Central Office:10' Floor, PNSC Building, M.T. Khan Road, Karachi-74000, Pakistan.

UAN: 111-567-890cs@soneribank.com

Throu2h PUCARS & Hand DeliverySubject:

Certified copy of the Resolutions adopted by the Shareholders in their 31' Annual General Meeting

Dear Sir,

In compliance of the Regulation No.5.6.9 (b) of the PSX Rule Book, we are enclosing herewith certified copy of the Resolutions adopted by the Shareholders in their 31' Annual General Meeting convened on Monday, 27 March 2023 at 2nd Floor, 307- Upper Mall Scheme, Lahore as well as through video-link (Zoom).

Thanking you.

Yours Sincerely,

Q

/7

MuhammarAltaf Butt Company Secretary

Ends: a.a

Central Office: 10 Floor, PNSC Building, M.T. Khan Road, Karachi - 74000, Pakistan Tel: (021) 32444401-5, UAN: 111 SONERI

Swift Code: SONEPKKAXX E-mail:info@soneribank.com Website: www.soneribank.com

RESOLUTIONS PASSED BY THE

BANK umrrED

MEETING

27 MARCH 2023 AT 10:00 A.M. AT 2ND FLOOR, 307 - UPPER MALL SCHEME, LAHORE AS WELL AS VIA VIDEO LINK FACILITY (ZOOML

Agenda item No.01

To confirm the minutes of the 30th Annual General Meeting held on 25 March 2022.

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RESOLVED THAT minutes of the 30th Annual General Meeting of Soneri Bank Limited held on 25

March 2022 be and are hereby confirmed/approved.

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Agenda item No.02

To receive, consider and adopt Annual Audited Accounts together with the Directors' and Auditors' Reports thereon for the year ended 31 December 2022.

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RESOLVED THAT the Audited Accounts ofSoneri Bank Limitedfor the year ended 31 December 2022 together with Directors' and Auditors' reports thereon to the members be and are hereby approved and adopted.

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Agenda item No.03

To approve and declare the final cash dividend of Re.!!- per share (i.e.10%) for the financial year ended 31 December 2022.

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RESOLVED THATfinal cash dividend (D-I4,) of Re.1.00/- per share (i.e.10% - total cash to be appropriated Rs.1,102 million approx.).for thefinancial year ended 31 December 2022 be and is hereby approvedfor payment to Shareholders of the Bank whose names appeared on the Register of Members as at the close of business on 20.03.2023.

FURTHER RESOLVED THAT the President and Chief Executive Officer (CEO) and the Company Secretary, be and are hereby authorized singly to take all necessaty steps, ancillary and incidentalfor the payment offinal cash dividend of the Bank.

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Agenda item No.04

To elect (7) Directors of the Bank as fi xed by the Board under provisions of Section 159 (1) of the Companies Act, 2017

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RESOLVED THAT Mr. Alauddin I Feerasta, Mr. Nooruddin Feerasta, Mr. Ahmed A. Feerasta, Mr. Jamil Hassan Hamdani, Ms. Navin Salim Merchant Mr. fariq Hafeez Malik and Mr. Manzoor Ahmed be and are hereby elected unopposed as Directors qf the Bank for a term of three years, commencingfrom 28 March, 2023.

Soneri Bank Limited, Central Office: 9th & 10th Floor, PNSC Building, M.T. Khan Road, Karachi, Pakistan.

Tel : 021-3244401 - 05 & 111 567 890 Fax : 021-35643325 - 26 E-mail :info@soneribank.com Website : www.soneribank.com

FURTEHR RESOLVED THAT President & CEO ofthe Bank shall be the deemed Director in terms ofArticle 54 ofthe Articles ofAssociation ofthe Bank read with Sub-section (3) ofSection 188 ofthe Companies Act, 2017.

FURTEHR RESOLVED THAT the Company Secretary be andis hereby authorized to comply with all the regulatory requirements qf Pakistan Stock Exchange, Securities & Exchange Commission of

Pakistan and State Bank ofPakistan.

Unquote

Agenda item No.05

To appoint Auditors of the Bank for the year ending 31 December 2023.

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RESOLVED THAT M/s. KPMG Tamer fladi & Co., Charted Accountants be and are hereby re- appointed as external auditors of the Bank with a 15 percent increase in their scale ofremuneration from last year, as detailed below, for the next.financial year ending 31 December 2023:-

(Rupees)

Services

2022

2023 (Proposed)

Statutory audit related: Annual Audit

1,997,158 2,296,732

Branch Audits

2,995,741 3,445,102

Audit of Provident Fund Audit of Gratuity Fund Audit of AJK Branches

90,779 104,396

90,779 104,396

236,817 272,340

Audit of Gilgit-Baltistan Branches

236,817 272,340

5,648,091

6,495,305

(Rupees)

Services

2022

2023 (Proposed)

Other audit related services Shariah Governance Audit Half yearly review

2,265,207

2,604,988

798,863 918,692

Review statement of compliance with the best practices of Code of Corporate Governance.

136,171 156,597

Free Float shares certification

137,285 157,878

Audit of reconciliation statement of nominee shareholding of CDC

118,800 136,620

To increase the Authorized Share Capital of the Bank from Rs 18,000,000,000 (Rupees Eighteen Billion) to Rs 21,000,000,000 (Rupees Twenty One Billion)

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RESOLVED THAT the Authorized Share Capital of the Bank be and is hereby increased.from Rs 18,000,000,000 (Rupees Eighteen Billion) to Rs 21,000,000,000 (Rupees Twenty One Billion) by the creation of 300,000,000 new ordinary shares of theface value of Rs. 10/- each.

FURTHER RESOLVED THAT clause V of the Memorandum and Articles of Association of the Bank be altered by substituting the words andfigures "Rupees Eighteen Billion" (Rs. 18,000,000,000) and "One Billion Eight Hundred Million (1,800,000,000)" appearing respectively in clause V of the Memorandum of Association, with the words and figures "Rupees Twenty One Billion (Rs 21,000,000,000)" and "Two Billion One Hundred Million (2,100,000,000" respectively.

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

Unquote

Soneri Bank

Agenda item No.08

To consider and approve the issuance and conversion terms of Tier 2 Term Finance Certificates (TFC-III) of the Bank, issued in 2022 in the amount of Rs 4,000,000,000 (Rupees Four Billion) into Ordinary Shares of the Bank upon the occurrence of conversion event, if so required by the State Bank of Pakistan

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RESOLVED THAT the Term Finance Certificates ("TFCs") ofSoneri Bank Limited in the amount of Rs 4,000,000,000/- (Rupees Four Billion) issued on 26 December 2022 pursuant to the terms of the TEC Issuance Agreement for the purpose of Tier 2 Capital under Basel III Capital Instructions of the State Bank of Pakistan ("SBP'), may be converted into ordinary shares of the Bank subject to a maximum of 484,000,000 (i.e. Four Hundred and Eighty Four Million) additional ordinary shares being issued upon such conversion, if so directed by SBP on the occurrence of a point of non-viability as determined by SBP, at a price equivalent to the market value ofthe shares ofthe Bank on the date oftrigger ofthe point of non-viability as declared by SBP, in accordance with the applicable rules and regulations of SBP, and all such ordinary shares shall he issued other than by way of rights in accordance with Section 83(1)(b) of the Companies Act, 2017 and shall further he subject to the approval of Securities and Exchange Commission of Pakistan in accordance with Section 83(1)(b) of the Companies Act, 2017.

FURTHER RESOLVED THAT the Board of Directors of the Bank ("the Board') or such officers or officers of the Bank as may be authorized by the Board, be and are hereby authorized to take all steps necessary, ancillary, and incidental to the above-mentioned conversion, as and when required, and are further authorized to sign, execute, and deliver all necessary documents, agreements, and letters on behalf of the Bank, as may be deemed appropriate and as may be requiredfor the purposes above- mentioned.

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Agenda item No.09

To consider and approve amendments made in existing Articles of Association of the Bank.

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RESOLVED THAT on the recommendation of the Board of Directors made in its 195th meeting, convened on 28 December 2022, amendments made in existing Articles of Association of the Bank be and are hereby reviewed and approved subject to obtaining of regulatory approvals, in order to align the same with the applicable provisions of the Companies Act, 2017 as well as all the other applicable Laws, Rules, and Regulations.

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

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