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   Notice of Annual General Meeting - MCB Bank Limited

Please find enclosed herewith a copy of Notice of Annual General Meeting to be held on March 27, 2009.

 

With regards,

Yours Sincerely,

Abdus S. Sami

Company Secretary

  

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 61st Annual General Meeting of the members of MCB BANK LIMITED will be held at Islamabad Hotel (formerly Holiday Inn), G-6, Civic Centre, Islamabad on Friday, March 27, 2009 at 3:00 p.m. to transact the following business:

Ordinary Business

1. To confirm the minutes of last Annual General Meeting held on March 28, 2008.
   

2. To receive, consider and adopt the audited accounts of MCB Bank Ltd. & consolidated accounts of MCB Bank Ltd. and its subsidiaries for the year ended 31st December 2008 together with the Directors' and Auditors' report thereon including post facto approval of Rs.1.524 million remuneration to the Chairman; reported at note 39 of annual report, as required under SBP Prudential Regulations.
   

3. To approve as recommended by directors dividend @ 10% in the form of bonus shares and final cash dividend @ 25% i.e. Rs.2.5 per share, in addition to 90% (30% each 1st, 2nd & 3rd quarters) interim cash dividends already paid.
   

4. To approve that in the event of any member holding shares which were not an exact multiple of his/her entitlement, the Company Secretary be authorized to sell such entitlements in the Stock Market and to pay the proceeds of sale when realized to any recognized charitable institution.
   

5. To appoint auditors for 2009 and fix their remuneration. The Board of Directors on the recommendations of Audit Committee has proposed the name of M/s KPMG Taseer Hadi & Company, Chartered Accountants being single auditors in place of retiring auditors M/s Riaz Ahmad & Company, Chartered Accountants & M/s KPMG Taseer Hadi & Company, Chartered Accountants (joint auditors). M/s KPMG Taseer Hadi & Company, Chartered Accountants being eligible has offered themselves for reappointment.
   

6. To elect twelve (12) directors as fixed by the directors, in accordance with the provision of Section 178 of the Companies Ordinance, 1984 for a term of 3 years in place of the following retiring directors, who are eligible for re-election:

Mian Mohammad Mansha S. M. Muneer Tariq Rafi Shahzad Saleem Sarmad Amin

Dr. Muhammad Yaqub Mian Raza Mansha Dato' Mohammed Hussein Aftab Ahmad Khan

Special Business

7.            To consider and, if deemed fit, pass the following special resolutions:

 

 

'FURTHER RESOLVED that Article 94 of the Articles of Association be and is hereby reworded as follows:

Every director shall receive out of the funds of the Company as remuneration for his services a sum not exceeding Rs.30,000 for every meeting attended by him. However, a non-resident director shall be paid US$7,500 for attending Board meeting.  

A Director shall also be paid any reasonable travelling and hotel and other expenses incurred in consequence of his attendance at Board Meetings and otherwise in the execution of his duties as Director. The Directors may also be remunerated for any services done by them outside their ordinary duties.

8.             Any other business with the permission of the Chair.

By order of the Board

Islamabad: February 16, 2009.    

 ABDUS S. SAMI

  Secretary

Notes:

1. Any person who seeks to contest election to the office of director shall, whether he is retiring director or otherwise, file with the Bank not later than 
   

fourteen days before the date of meeting at which elections are to be held, a notice of his intention to offer himself for election as director

Consent in writing shall also be given by such person. A declaration shall be attached with consent that he is aware of duties and powers under the relevant laws, Memorandum & Articles of Association of the Bank and listing regulations of Stock Exchanges. The person shall also confirm that he is not a director in more than ten (10) listed companies including MCB Bank Limited, his name is on register of National Tax payers and neither he nor his spouse is engaged in brokerage business.

 

In terms of SBP BPRD circular No.04 of 2007 dated April 23, 2007, any person who seeks to contest the election to the office of the director shall require prior clearance in writing from SBP. All the requests for seeking approval of SBP for appointment of Directors of the banks/DFIs should be routed through respective banks/DFIs. 

 

 In terms of above referred SBP circular association of the following persons as Director is undesirable and against public interest (I) a person who is/has been associated with any illegal activity especially concerning banking business, deposit taking, financial dealing and other business; (ii) a person who in his individual capacity or a proprietary concern or any partnership firm or in any private limited company or any unlisted public company (of which he has been a proprietor, partner, director or shareholder) has been in default of payment of dues owned to any financial institution and/or in default of payment of any taxes;(iii) a person who is associated as director and/or chief executive with the corporate bodies who have defaulted in payment of Government duties/taxes etc.

 

A person is also not permitted to be a director of more than one financial institution.

 

Guidelines under Fit & Proper Test shall be complied with in terms of SBP, BPRD Circular No.04 of 2007 dated April 23, 2007 and shall be submitted with affidavit. 

 

2. The share transfer books of the Bank will remain closed from March 16, 2009 to March 27, 2009 (both days inclusive) for entitlement of bonus shares and cash dividend to those members whose name appear on the register of members as at the close of business on March 14, 2009.

3. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint another member as a proxy to attend and vote on his/her behalf. A corporation being a member may appoint as its proxy any of its official or any other person whether a member of the bank or not.

 

4. Members whose shares are deposited with Central Depository Company of Pakistan Limited are requested to bring their original Computerized National Identity Cards (CNIC) along with the participant's I.D. Number and their account numbers in Central Depository Company of Pakistan Limited to facilitate identification at the time of Annual General Meeting. In case of proxy, an attested copy of proxy's Identity Card (CNIC), Account & Participant's ID number be enclosed. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced at the time of the meeting (unless it has been provided earlier).

 

 

Statement under Section 160(1)(b) of Companies Ordinance,1984:

For Item 7(a)

 

As required by Securities and Exchange Commission of Pakistan vide SRO (I) / 2008 dated 27th June 2008, all banks are required to obtain approval of shareholders for making investment in the seed capital of the open end schemes managed by their associated Non Banking Finance Companies.  

The Bank has made investment in seed capital of MCB Dynamic Cash Fund, MCB Dynamic Stock Fund and MCB Dynamic Allocation Fund, managed and controlled by MCB Asset Management Company Limited (a subsidiary of the Bank) for which shareholders approval through a special resolution is required by virtue of the aforementioned SRO.  

Other Details are as follows;

Funding of investment

The aforementioned investments have been funded through internal cash generation.

Interest of Directors

The directors of the Bank are not directly or indirectly, personally interested in the Company in which the investment has been made.

ENDNOAEAXDFFLANEEE