PSX-100(5F)2026/06
March 05, 2026
General Manager
Pakistan Stock Exchange Limited Stock Exchange Building
Stock Exchange Road Karachi.
Dear Sir,
MCB Bank Limited
Company Secretary Office
6th *loor, MCB Bu Td›ng
15 Main Gulberg, Jai. Road
Lahore, PakiStan
T: +*-? *2 ?C0^19+8—3
E: COFDorate.affairs‹¿ mcb.corn.pk
Sub: Text of Advertisement Prior to Publication - Notice of 78’h AGM of MCB Bank Limited
In compliance with Rule No. 5.6.9 (b) of PSX Rule Book, please find enclosed herewith the text of advertisement in respect of “Notice of 78” Annual General Meeting“ of MCB Bank Limited (the “Bank”), scheduled to be held on Friday, March 27, 2026 at 11:00 AM (PST) at Grand Ball Room-A, 4 ^ Floor, The Nishat Hotel adjacent to Emporium Mall, Abdul Haq Road, Johar Town, Lahore, with Zoom Link facility.
This advertisement will be published in the newspapers, i.e., the daily “Business Recorder” and the daily “Jang” (combined editions) on March 06, 2026. Subsequent to the publication of the advertisement, the copies of newspaper cuttings will also be submitted to the EXchange.
You may please inform the TRE Certificate Holders of the Exchange, accordingly. Yours sincerely,
Muhammad lmran
SVP-II/Department Head Corporate Affairs Group
Encl: As above
Registered Office: MCB Building, 13-Main Gulberg, Jail Road, Lahore. *akistan
U : +92 ^2 111 000 622 T: +92 ^2 3604 1998-? E : info6mcb com.ok www.mcb.com.pk
MCB Bank Limited
NOTICE OF 78thANNUAL GENERAL MEETINGNotice is hereby given that 78th Annual General Meeting of MCB Bank Limited (the “Bank”) will be held on Friday, March 27, 2026 at 11:00 AM (PST) at the Grand Ball Room-A, 4th Floor, The Nishat Hotel adjacent to Emporium Mall, Abdul Haq Road, Johar Town, Lahore with Zoom Link facility to transact the following business:
Ordinary Business:
To confirm the minutes of Annual General Meeting held on March 27, 2025.
To receive, consider and adopt the Annual Audited Un-consolidated 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, 2025.
The Annual Report including the Financial Statements and related reports / documents has been uploaded on website of the Bank, which can be downloaded from the following web-link and QR enabled code:
https://www.mcb.com.pk/AR2025
To appoint Auditors of the Bank and fix their remuneration. The members are hereby notified that, on recommendation of the Board’s Audit Committee, the Board of Directors have recommended to the members the appointment of M/s KPMG Taseer Hadi & Co., Chartered Accountants, as auditors of the Bank in place of retiring auditors M/s A. F. Ferguson & Co., Chartered Accountants, upon completion of their five-year term as auditors of the Bank.
To approve, as recommended by the Board of Directors, the payment of Final Cash Dividend @ 90% i.e., PKR 9.00 per share, having face value of PKR 10/- in addition to 270% i.e., PKR 27.00 per share Interim Cash Dividends already declared and paid, thus, totaling 360% i.e., PKR 36.00 per share for the year ended December 31, 2025.
Special Business:
To consider and if deemed fit, to pass an Ordinary Resolution, as proposed in the Statement of Material Facts annexed to this Notice, to approve the amended Directors’ Remuneration Policy of the Bank.
Attached to this Notice, circulated to the members, is the Statement of Material Facts, as required under Section 134(3) of the Companies Act, 2017 and a draft resolution pertaining to the above-mentioned Special Business.
Notes:
March 06, 2026 Lahore
By Order of the Board,
-Sd-
FARID AHMAD
Company Secretary
Minutes of the Annual General Meeting (“AGM”/ “Meeting”) held on March 27, 2025 have been kept at the registered office of the Bank for inspection of members, during office hours, on any working day, up to the last working day before the date of the AGM. The same shall also be available for inspection by the members at the AGM.
The Share Transfer Books of the Bank will remain closed from March 18, 2026 to March 27, 2026 (both days inclusive). Transfers received at office of the Share Registrar and Transfer Agent of the Bank, at close of business hours on March 17, 2026 will be treated as being in time for the purpose of entitlement of Final Cash Dividend and also to attend, speak and vote at AGM of the Bank.
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/she represents.
A Proxy Form, both in English and Urdu languages, 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., https://www.mcb.com.pk
Proxy Form shall be duly signed and stamped and witnessed by two persons whose names, addresses, and Computerized National Identity Card (“CNIC”) numbers shall be mentioned on the form. In case of a 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 together with the original proxy form duly filled-in must be received at the Company Secretary Office of the Bank located at MCB Building, 15-Main Gulberg, Jail Road, Lahore, 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.
If more than one instrument of proxy is deposited by a Member, all such instruments of proxy shall be rendered invalid.
Members or their proxies/representatives, whether Physical account holders or CDC/sub-account holders, attending the AGM shall produce their original CNICs or passports along with folio/participant's I.D. numbers and their account numbers in CDS for identification purposes.
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.
As per Members’ Register, some of the shareholders are maintaining more than one folio, carrying two or more different folios may be inconvenient for the shareholders to reconcile and receive different benefits in the shape of dividends / bonus etc. Such shareholders may send requests to the Bank’s Share Registrar to merge their folios into one folio.
Central Depository Company of Pakistan (“CDC”) Accountholders 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:
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 CNIC or original passport at the time of attending the Meeting.
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:
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.
The Proxy Form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be mentioned on the Proxy Form.
Attested copy of CNIC or the passport of the beneficial owners shall be furnished with the Proxy Form.
The proxy shall produce his/her original CNIC or passport at the time of the Meeting.
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.
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:
E-voting facility 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;
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 March 17, 2026. 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 March 17, 2026;
Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login;
Members shall cast their votes for Agenda Item No. 5 (Special Business as mentioned in the Notice of AGM) through the web portal provided by THK Associates from 09:00 AM {Pakistan Standard Time (“PST”)} March 24, 2026 till 5:30 PM (PST) March 26, 2026. Votes shall only be cast during this schedule; and
A vote once cast by a member, shall not be allowed to be changed, subsequently.
Procedure for Voting Through Ballot Paper:
Members may alternatively opt for voting through Ballot Paper. 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 AGM. The members must ensure that 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 Chairman of the AGM through post at 6th Floor, MCB Building, 15-Main Gulberg, Jail Road, Lahoreand / or through email at corporate.affairs@mcb.com.pk.The Postal Ballot should reach the aforementioned office on or before 05:30 PM, March 26, 2026.
Any Ballot Paper received after this time/date will not be considered for voting;
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
Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written Ballot Paper will be rejected.
As per the requirements of the SECP, the Bank is providing Video-Link facility for participation in AGM. The Members or their proxy holders / representatives who wish to attend the AGM through Video-Link are required to register themselves by providing the following information along with a valid copy of their CNIC (both sides)/NTN/Passport/attested copy of board resolution/power of attorney as applicable through email at: corporate.affairs@mcb.com.pk of the Bank on or before March 21, 2026.
Name of Shareholder | Folio/CDC Account Number | Number of Shares Held | Mobile 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.
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https://www.mcb.com.pk/AR2025
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Bank for Life