MCB Bank : | Bank Limited Notice of Extra-Ordinary General Meeting

Size: 41 cm x 8 col

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Limited

IN THE MATTER OF SCHEME OF COMPROMISES, ARRANGEMENTS AND RECONSTRUCTION BETWEEN MCB BANK LIMITED AND MCB ISLAMIC BANK LIMITED UNDER SECTIONS 279 TO 283 AND 285 READ WITH OTHER ENABLING PROVISIONS OF THE COMPANIES ACT, 2017

Notice is hereby given that pursuant to the Order dated May 27, 2024, of the honorable Lahore High Court, Lahore passed in C.O. No. 29338 of 2024, an Extra-Ordinary General Meeting ("EOGM" / "Meeting") of MCB Bank Limited ("MCB" / "Bank") will be held on Saturday, July 06, 2024, at 11:00 AM, at Grand Ball Room-A, 4th Floor, The Nishat Hotel adjacent to Emporium Mall, Abdul Haq Road, Johar Town, Lahore, to transact the following Special Business:

To consider and if thought fit, to approve and adopt the Scheme of Compromises, Arrangements and Reconstruction (the "Scheme") between MCB and its wholly owned subsidiary, MCB Islamic Bank Limited ("MIB") by passing or otherwise the following resolution with requisite majority, with or without modification(s), addition(s) or deletion(s):

"RESOLVED THAT, the Scheme of Compromises, Arrangements and Reconstruction (the 'Scheme') between MCB Bank Limited and its members and its wholly owned subsidiary, MCB Islamic Bank Limited and its members, as placed before and considered by this Meeting, for inter alia, transfer of banking business including assets, liabilities and operations of 39 branches of MCB Bank Limited along with all rights and obligations pertaining thereto ('Demerged Undertaking') as detailed in the Scheme and vesting of the Demerged Undertaking with and into MCB Islamic Bank Limited in accordance with the Scheme be and is hereby, approved, adopted and agreed subject to any modification(s) or conditions as may be required/imposed by the honorable Lahore High Court, Lahore".

"FURTHER RESOLVED THAT the President & CEO and/or the Company Secretary and/or the Chief Financial Officer of MCB Bank Limited, singly, be and are hereby authorized to take any steps/measures for the implementation and completion of the Scheme".

Chairpersons of the Meeting

-Sd-	-Sd-
Mr. Muhammad Almas	Mr. Ali Hussain Gilani
Advocate Supreme Court	Advocate High Court
410-Alfalah Building,	House No. 169, Block G-II,
Mall Road, Lahore	WAPDA Town, Lahore
0300-4166625	0334-2222010
[e-mail]	[e-mail]
	-Sd-
June 14, 2024	Farid Ahmad
Lahore	Company Secretary
	MCB Bank Limited

Notes:

1. The Statement under Section 281 of the Companies Act, 2017 (the "Act") read with Statement of material facts under Section 134(3) of the Act (the "Statement") setting forth, inter alia, the terms of the compromises, arrangements and reconstruction and explaining its effect, along with a copy of the Scheme of Compromises, Arrangements and Reconstruction (the "Scheme") are being circulated along with Notice of EOGM to the members and other person(s) entitled to receive Notice of EOGM.
2. Copy of the Scheme can also be obtained, free of charge, from the Registered Office of MCB Bank Limited ("MCB") located at MCB Building, 15-Main Gulberg, Jail Road, Lahore during usual business hours (09:00 a.m. to 05:30 p.m., Monday to Friday) by the members and other persons entitled to attend the EOGM by making application addressed to the Company Secretary-MCB, at MCB Building, 15-Main Gulberg, Jail Road, Lahore.
3. Copies of the Scheme, the Statement, the latest annual audited/quarterly financial statements of MCB along with all published or otherwise required accounts of all prior periods of MCB along with copies of its Memorandum and Articles of Association, Statement of net assets of Demerged Undertaking along with auditors factual findings report thereon, requisite approval(s)/and other related information/documents have been kept at the Registered Office of MCB which can be inspected during the business hours (09:00 a.m. to 05:30 p.m.) on any working day (Monday to Friday) from the date of publication of this notice till the day before the EOGM by the members and other persons entitled to attend the EOGM. In case of any difficulty, the same should be brought to the notice of the mentioned Chairpersons.
4. Notice of EOGM along with the Statement, the Scheme and the latest annual audited/quarterly financial statements have also been placed on website of MCB.
5. The Shares Transfer Books of MCB will remain closed from July 01, 2024 to July 06, 2024 (both days inclusive). Transfers received at MCB's Share Registrar and Transfer Agent's Office, i.e., M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi at the close of business hours on June 28, 2024 will be treated as being in time for the purpose of attending, speaking and voting at EOGM.
6. A member entitled to attend and vote at EOGM may appoint another member as his/her proxy to attend and vote on his/her behalf at the EOGM. 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.
7. In order to be effective, the proxies and in case of corporate entity, a notarized/certified copy of the power of attorney or resolution of the board of directors or other governing body (if any) under which it is signed, 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.
8. 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.
9. Proxy Forms, both in English and Urdu languages, are being sent to the members, along with Notice of EOGM. The Proxy Forms are also available on website of the Bank i.e., www.mcb.com.pk
10. Central Depository Company of Pakistan ("CDC") Accountholders will further have to follow the guidelines as laid down by Circular No. 01, dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan ("SECP").
11. 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.
12. The procedure for E-Voting and Voting through Ballot Paper, in accordance with the requirements of the Companies (Postal Ballot) Regulations, 2018 ("Postal Ballot Regulations") as amended from time to time, is given below:
    Procedure for E-Voting:
13. 1. E-votingfacility will be provided by M/s THK Associates (Private) Limited ("THK Associates"), the Share Registrar & Corporate Consultants, acting as E-Voting Service Provider, appointed by the Board of Directors;
    2. Details of E-Voting facility will be shared through an e-mail to those members of the Bank who have their valid CNIC numbers, cell numbers, and e-mail addresses (Registered email ID) available in the register of members of the Bank as of June 28, 2024. Members who intend to exercise their right of vote through E-Voting shall provide their valid cell numbers and email addresses to ("THK Associates") before the close of business hours June 28, 2024;
    3. Identity of the members intending to cast vote through E-Voting shall be authenticated through electronic signature or authentication for login;
    4. Members shall cast their votes for agenda item as mentioned in the Notice of EOGM online through the web portal provided by THK Associates from 09:00 AM {Pakistan Standard Time ("PST")} July 03, 2024 till 5:30 PM (PST) July 05, 2024. Votes shall only be casted during this schedule; and
    5. A vote once cast by a member, shall not be allowed to be changed, subsequently.

Procedure for Voting Through Ballot Paper:

1. Members may alternatively opt for voting through Postal Ballot. As per the requirements of Postal Ballot Regulations, the Ballot Paper will be published in the newspapers and will also be uploaded on Bank's website www.mcb.com.pknot later than seven days before the EOGM.The members must ensure that the Ballot Paper, duly filled-in, signed and accompanied with a copy of valid Computerized National Identity Card ("CNIC") / copy of passport in case of foreigners must reach the Chairpersons of the EOGM through post at the following address and/or through email at [e-mail](Mr. Muhammad Almas) and at [e-mail](Mr. Ali Hussain Gilani).The Postal Ballot should reach the aforementioned office on or before 05:30 PM, July 05, 2024;

Mr. Muhammad Almas (Advocate Supreme Court),	Mr. Ali Hussain Gilani
410-Alfalah Building, Mall Road, Lahore.	House No. 169, Block G-II, WAPDA Town, Lahore.
0300-4166625	0334-2222010
[e-mail]	[e-mail]

Any Ballot Paper received after this time/date shall not be considered for voting:

1. In case of an Individual, signature on Ballot Paper should match with signature on CNIC, NICOP/Passport (in case of foreigner); however, in case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution/Power of Attorney/Authorization Letter etc., in accordance with Section(s) 138/139 of the Act. In the case of foreign body corporate etc., all documents must be attested by the Consul General of Pakistan having jurisdiction over the member; and
2. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written Ballot Paper will be rejected.

Requirements to attend the EOGM through Video-Link

As per the requirements of the SECP, the Bank is also providing Video-Link facility for participation in the EOGM. The members or their proxy holders who wish to attend the EOGM 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: [e-mail] the Bank on or before

July 02, 2024.

Name of	Folio/CDC	Number of	Valid CNIC/NTN/Passport	Mobile Number
Shareholder	Account Number	Shares Held	Number	and Email Address

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.

Statement under Section 281 (1) (a) read with Section 134 (3) of the Companies Act, 2017

This Statement sets out material facts concerning the special business to be transacted at EOGM and the terms of the Scheme of Compromises, Arrangements and Reconstruction ("Scheme") and explains its effect in particular, the material interest if any of the directors including the chief executive of MCB Bank Limited ("MCB") whether in their capacity as such or as members or creditors or otherwise and the effect on those interests of compromise or arrangement and in so far as, it is different from the effect on the like interest of other persons and other ancillary information.

MCB and MCB Islamic Bank Limited ("MIB") through Joint Petition (Civil original No. 29338/2024) under Section 279

to 283 and 285 of the Companies Act, 2017 (the "Act") filed with the honorable Lahore High Court Lahore (the "Court") have prayed for the sanction of the Scheme for inter alia demerger of 39 branches of MCB and merger of the same with and into MIB. The honorable Court vide its order dated May 27, 2024 has directed inter alia that separate meetings of the members of MCB and MIB may be convened under the supervision of the Chairpersons, appointed by the

honorable Court, for seeking their approvals to the Scheme by passing the resolution proposed in the notice of the Meeting with requisite majority.

A copy of the Scheme has been enclosed with the Notice of EOGM circulated to the members. A copy of the same can be obtained from the Registered Office of MCB, free of charge during usual business hours (09:00 a.m. to 05:30 p.m. Monday to Friday) on application prior to the date of EOGM. The notice issued and published in the newspapers is for convening the special meeting of the members as directed by the honorable Court for the purpose of presenting the proposed Scheme to the members and passing inter alia of resolution sanctioning the Scheme by a majority representing three-fourth in value of the issued ordinary shares held by the members as are present in person or by proxy and voting at the EOGM.

The Scheme:

The principal object of the Scheme is to separate and demerge banking business, operations, assets and liabilities of 39 branches of MCB i.e., Demerged Undertaking as detailed and defined in the Scheme and to transfer the Demerged Undertaking to MIB, which is wholly owned subsidiary of MCB against payment of net assets by MCB/MIB in cash without further act or documents being required to be executed, registered or filed in respect of such transfer, vesting and/or assumption.

The Scheme is subject to the sanction of the Lahore High Court, Lahore in its present form or with any modification therein or addition thereto as the honorable Court may approve.

Approval of the Scheme:

The resolution specified in the Notice of EOGM has to be passed by a majority representing three-fourth in value of the issued shares held by the shareholders present in person or by proxy and voting at the EOGM. Notice of EOGM along with Statement under Section 282(1)(a) read with Section 134(3) of the Act has been circulated to the members and other entitled persons. The sanctioning of the Scheme and the making of other appropriate orders in connection therewith will be considered by honorable Court after the members have approved the Scheme by requisite majority at the meetings of MCB and MIB convened for this purpose.

Filing of the Scheme:

A copy of the Scheme has been filed with the Registrar, Company Registration Office, Securities and Exchange Commission of Pakistan, Lahore.

Proposed Terms adopted by the Board of Directors:

The proposed terms of the Scheme drawn up and adopted by the Board of Directors of MCB and MIB are contained in the scheme.

Report adopted by the Board of Directors:

The Board of Directors of MCB and MIB have approved the Scheme. MCB and MIB have only one class of members. The effect of the Scheme on the interests of Directors/CEO does not differ from the effect on the like interest of other members except as stated herein and under the Scheme and that the directors of MIB are nominee directors of MCB and independent directors.

Consideration:

Upon coming into effect of the Scheme and in consideration of the Demerged Undertaking, the payment of net worth as certified by the auditors of MCB shall be paid within 45 days from the Effective Date.

Statement of Net Assets:

The Statement of net assets of 39 branches as of March 31, 2024 has been duly certified by external auditors of MCB. The net assets shall be subject to adjustments on the Effective Date and shall be certified by the auditors of MCB.

Benefits of the Merger:

MIB having business of Islamic banking is a wholly owned subsidiary of MCB. The demerger of 39 branches from MCB will rationalize the branch network of MCB and increase the network of MIB, which is striving to promote Islamic banking as per strategy of the State Bank of Pakistan. The Demerged Undertaking will stand converted into Islamic banking branches on the Effective Date pursuant to the compliance with the applicable regulatory permissions and sanctions. The business performance and shareholders' value of both banks will be enhanced.

Interest of Directors/Chief Executive:

All the Directors of MCB and MIB (who are nominees of MCB) are interested to the extent of their respective shareholdings (as applicable and mentioned herein) that are held by them in MCB and MIB. The directors who are performing full time executive functions are also interested to the extent of remuneration, benefits and allowances as per the respective policies of both banks.

The effect of the Scheme on the interests of Directors/CEO does not differ from the effect on the like interest of other members except as stated herein and under the Scheme.

No director of MCB and MIB will be relinquishing their respective offices in the said companies as a result of the sanction of the Scheme.

Shareholding of Directors:

Following are the present shareholdings in MCB and MIB by the Directors / Presidents/CEOs of MCB and MIB (along with their spouses), respectively:

SHAREHOLDINGS

DIRECTORS AND THEIR SPOUSES		MCB	MCB Islamic
		As on May 07, 2024	As on May 07, 2024
MCB Bank Limited
Mian Mohammad Mansha	10,007,834	Nil
Mrs. Naz Mansha (Spouse of Mian Mohammad Mansha)	28,680,944	Nil
Mr. Muhammad Tariq Rafi	35,691,395	Nil
Mrs. Nighat Tariq (Spouse of Mr. Muhammad Tariq Rafi)	5,715,093	Nil
Mian Umer Mansha	34,216,616	Nil
Mrs. Iqraa Hassan Mansha	9,037,167	Nil
Mian Hassan Mansha (Spouse of Mrs. Iqraa Hassan Mansha)	34,539,042	Nil
Mr. Muhammad Ali Zeb	550	Nil
Mr. Mohd Suhail Amar Suresh Bin Abdullah	884	Nil
Mr. Yahya Saleem	500	Nil
Mr. Salman Khalid Butt	49,000	Nil
Mr. Shahzad Hussain	500	Nil
Mr. Masood Ahmed Puri	1,000	Nil
Shaikh Muhammad Jawed	2,909	Nil
Mrs. Uneza Jawed (Spouse of Shaikh Muhammad Jawed)	3,242,251	Nil
Mr. Shoaib Mumtaz (President & CEO)	Nil	Nil
MCB Islamic Bank Limited
Mian Raza Mansha	25,938,069	01
Mrs. Ammil Raza Mansha (Spouse of Mian Raza Mansha)	22,804,177	Nil
Mr. Ibrahim Shamsi	77,518	01
Mrs. Rehma Ibrahim (Spouse of Mr. Ibrahim Shamsi)	278,610	Nil
Mr. Omair Safdar	Nil	01
Ms. Seema Aziz	Nil	01
Mr. Hammad Khalid	Nil	01
Mr. Ahmed Ebrahim Hasham	150,333	01
Mrs.Anushey A. Hasham (Spouse of Mr.Ahmed Ebrahim Hasham)	100,000	Nil
Mr. Jawaid Iqbal	5,024,067	01
Mr. Zargham Khan Durrani (President/CEO)	Nil	Nil

MCB Bank

Size: 41 cm x 8 col

Nil	10,007,834
Nil	28,680,944
Nil	35,691,395
Nil	5,715,093
Nil	34,216,616
Nil	9,037,167
Nil	34,539,042
Nil	550
Nil	884
Nil	500
Nil	49,000
Nil	500
Nil	1,000
Nil	2,909
Nil	3,242,251
Nil	Nil
01	25,938,069
Nil	22,804,177
01	77,518
Nil	278,610
01	Nil
01	Nil
01	Nil
01	150,333
Nil	100,000
01	5,024,067
Nil	Nil