Standard Chartered Bank Pakistan : Notice of 18th Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

STANDARD CHARTERED BANK (PAKISTAN) LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 18th Annual General Meeting ('AGM') of the shareholders of Standard Chartered Bank (Pakistan) Limited ("Bank") will be held on Thursday, 28 March 2024 at 03:00 p.m. at the ICAP Chartered Accountants Avenue, Clifton, Karachi and through video conferencing to transact the following business:

A. ORDINARY BUSINESS

1. To receive, consider and adopt the Audited

Accounts of the Bank for the year ended 31

December 2023, along with the Directors' and

Auditors' Reports thereon.

2. To consider the appointment of external auditors namely M/s EY Ford Rhodes, Chartered Accountants (who being eligible, have offered themselves for reappointment), as Statutory Auditors of the Bank for the year 2024. The Board also seeks authority for the Board Audit Committee to negotiate and agree upon Auditors' remuneration subject to concurrence of the Board in the subsequent meeting.

3. To consider and approve final cash dividend @

25% (i.e. Rs. 2.5 per share of Rs. 10/- each) for the year ended 31 December 2023 as recommended by the Board of Directors. This is in addition to cumulative interim cash dividend of 65% already paid for the year 2023. This will be payable to the members whose names appear in the register of the members as on Monday, 18 March 2024.

1. SPECIAL BUSINESS

4. To consider and approve transmission of the Annual Audited Accounts and related reports/ documents (as part of the Annual Report) to the members of the Bank via QR Code and Weblink as permitted by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389(I)/2023 dated 21 March 2023.

5. To consider and approve the revised Directors' Remuneration Policy, as approved by the Board of Directors of the Bank, on post facto basis.

1. OTHER BUSINESS

6. To transact any other business as may be placed

before the meeting with the permission of the Chair.

By Order of the Board

Asif Iqbal Alam

Company Secretary

Karachi: 7 March 2024

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The Share Transfer Books of the Bank will remain closed from Tuesday,

19 March 2024 to Thursday, 28 March 2024 (both days inclusive). Transfer received at the Share Registrar by the close of business on Monday, 18 March 2024 will be treated in time.

2. Only those persons whose names appear in the Register of the Members of the Bank as on Monday, 18 March 2024 will be entitled to attend/participate in/vote at the AGM and be entitled to receive above stated cash dividend.

3. A member entitled to attend and vote at the above meeting is entitled to appoint another member as his/her proxy to attend and vote instead of him/her. Proxies, in order to be valid, must be received by the Bank at its registered office marked for the attention of the office of the Company Secretary, not less than 48 hours before the time for holding the meeting and must be duly stamped, signed and witnessed. A member shall not be entitled to appoint more than one proxy.

4. A. For Attending the Meeting:

i) 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 Regulations, shall authenticate his/her identity through his/her original Computerised National Identity Card (CNIC) or original passport at the time of attending the Meeting.

ii) Incaseofcorporateentity,theBoardofDirectors'resolution/ power of attorney with the specimen signature of the nominee shall be produced at the time of the Meeting.

1. For Appointing Proxies:

i) 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 Regulations, shall submit the proxy form as per the above requirement.

ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

iii) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

iv) The proxy shall produce his/her original CNIC or original passport at the time of the Meeting.

v) In case of corporate entity, the Board of Directors' resolution/power of attorney with the specimen signature shall be submitted along with the proxy form to the Bank.

5. Participation in AGM through online platform/ facility

Arrangements have also been made by the Bank to facilitate the participation of the shareholders in the AGM through online platform/facility, either in-person or through appointed proxies. For attending the meeting virtually, shareholders are requested to get themselves registered with the Company Secretary Office, at least 24 hours before the time of AGM (i.e. before 03:00 p.m. on 27 March 2024) by providing following details at [e-mail].

Folio/CDC Account No.

Name of Shareholders

CNIC No

Cell No.

Email Address

Upon receipt of the above information from interested shareholders, the Bank will send the login details at their email addresses. On the AGM Day, shareholders will be able to login and participate in the AGM proceedings through their smartphones or computer devices. Login facility will be opened 15 minutes before the meeting time to enable the participants to join the meeting, after identification and verification process.

6. Polling On Special Business

Pursuant to the Companies (Postal Ballot) Regulations 2018, for the purpose of approval of any special business at the general meeting, members will be allowed to exercise their vote through postal ballot or e-voting.

Procedure for E-Voting:

1. Details of the e-voting facility will be shared through an e-mail

with those members of the Bank who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Bank by the close of business on Monday, 18 March 2024.

4	Standard Chartered Bank (Pakistan) Limited - Annual Report 2023

NOTICE OF ANNUAL GENERAL MEETING

1. The web address, login details, and password, will be

communicated to members via email. The security codes will be communicated to the members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

iii) Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

1. Members shall cast vote online at any time from 24 March 2024

(9:00 am) to 27 March 2024 (5:00 pm). Once the vote on the resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

Procedure for Voting through Postal Ballot:

1. The members shall ensure that duly filled and signed ballot

paper, along with a copy of the CNIC/ NICOP/ Passport should reach the Chairman of the meeting through the post at the Bank's registered address, Company Secretary Office, First Floor, Standard Chartered Bank (Pakistan) Limited, P.O. Box No. 5556,I. I. Chundrigar Road, Karachi, or email at [e-mail] by 27 March 2024, during working hours. The signature on the Ballot Paper shall match with signature on the CNIC/ NICOP/ Passport. The Postal Ballot Paper is published in newspapers or annual report and available at the Bank's website https://www. sc.com/pk/about-us/notices/.

7. Members are requested to notify change in their address, if any, to

the Bank's Share Registrars, M/s. CDC Share Registrar Services Limited, CDC House, 99-B,Block B, SMCHS, Main Shahrah-e-Faisal,Karachi - 74400, Toll Free: 0800-CDCPL(23275), Fax: [phone], Email: [e-mail].

8. Members may inspect the minutes of the AGM held on Wednesday, 29 March 2023, in terms of Section 52 of the Companies Act, 2017, at the Bank's registered address.

9. In terms of Section 223 (7) of the Companies Act 2017, the Annual Report for the year ended 2023 has also been placed on the Bank's website simultaneously with the dispatch of the same to the members.

10. E-DividendRequirements: In accordance with the Companies (Distribution of Dividend) Regulation 2017, shareholders are advised to provide their Identification Number/Computerised National Identity Card (CNIC) Number and International Bank Account Number (IBAN) details, if they have not already done so, to our Share Registrar (if shares are held in physical form) at their above referred office address or to the respective Participants/Broker (if shares are held through CDS Account) latest by Monday, 18 March 2024. Failing which may result in withholding of dividend payments of respective shareholders.

11. Conversion of Physical Shares into Book-Entry Form: In reference to Section 72(2) of the Companies Act, 2017, all shareholders holding physical shares are requested to get converted their shares into book entry form at the earliest. This would facilitate shareholders in many ways including safe custody of shares, avoidance of formalities required for issuance of duplicate shares, etc. For the conversion of physical shares into book entry form, the shareholders may contact their Brokers, CDC Participants or CDC Investor Account Service.

12. Tax Requirements: The dividend income on shares is liable to deduction of withholding tax under Section 150 of the Income Tax Ordinance, 2001 and pursuant to the provisions of Finance Act, 2022, effective from 1 July 2023; the 'Filer' and 'Non-Filer' shareholders will pay tax on dividend income @ 15% and 30% respectively. The Filer status of shareholders will only be determined on the basis of the latest available Active Taxpayers List (ATL) uploaded by the Federal Board of Revenue (FBR) on their website http://www.fbr.gov.pk/.

In case a Folio/CDS Account is jointly held, each joint-holder will be treated separately as Filer or Non-Filer and tax will be deducted on the gross dividend amount determined by bifurcating the shareholding of each joint-holder on equal proportions, except where shareholding proportion of joint-holders is pre-defined as per the records of Bank's Share Registrar and thus tax rates will be applied in line with respective proportions. Those shareholders, who are holding shares jointly, are requested to update/notify the shareholding proportions of principal and joint-holder(s) in writing to our Share Registrar latest by Monday, 18 March 2024 at their above referred office address.

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NOTICE OF ANNUAL GENERAL MEETING

In this regard, all shareholders, whose names are not entered into the ATL despite the fact that they are filers, are advised to make sure that:

(i) Their names appear into the ATL before the start of closed period (referred above), otherwise they will be treated as non-filers for tax deduction purpose, and (ii) A copy of their National Tax Number is submitted to their relevant Participant/CDC Investor Account Services or to our Share Registrar (in case of physical shareholding only) at their above referred office address.

Corporate shareholders are requested to provide a copy of valid Income Tax Exemption Certificate issued by the concerned authority to your institution, which is compulsorily required to claim tax exemption in terms of clarification issued by FBR vide their letter C.No.1 (43) DG (WHT)/ 2008-Vol.11-66417-R, dated 12 May 2015. In case you are subject to any special tax rate, please also provide a copy of relevant certificate issued by the concerned authority. Copies of certificates should reach our Share Registrar at their above- mentioned office address.

13. Statutory Code of Conduct of AGM: Section 215 of the Companies Act, 2017 and Regulation 28 of the Companies (General Provisions and Forms) Regulations, 2018, state the Code of Conduct of Shareholders, as follows:

Shareholders are not permitted to exert influence or approach the management directly for decisions which may lead to creation of hurdles in the smooth functioning of management. The law states that Shareholders shall not bring material that may cause threat to the participants or premises where the AGM is being held, shall confine themselves to the agenda items covered in the notice of the AGM and shall not conduct themselves in a manner to disclose any political affiliation. Additionally, the Company is not permitted to distribute gifts in any form to its shareholders in its meetings as per Section 185 of Companies Act, 2017.

14. STATEMENT(S) OF MATERIAL FACTS PURSUANT TO SECTION 134

(3) OF THE COMPANIES ACT, 2017

14.1 Agenda Item No. 4 of the notice:

Securities and Exchange Commission of Pakistan vide its notification S.R.O. 389 (I)/2023 dated 21 March 2023, has allowed the listed companies to circulate the annual audited financial statements to its members through QR enabled code and weblink, subject to approval of shareholders obtained in the general meeting and fulfilment of other requirements as provided in the aforementioned notification.

The Bank shall also circulate the annual report containing annual audited financial statements together with the auditors' report, directors' report, chairman review report etc. through email to the members who have provided their email addresses and a free of cost hard copy of annual report will be provided to the members within a week of receipt of member's written request for hardcopy on the prescribed form available on Bank's website.

In this regard, following ordinary resolution(s), with/without modification, shall be passed by the members on the day of general meeting:

"RESOLVED THAT the annual audited financial statements and related documents/ reports (as part of the Annual Report) shall be circulated by the Bank to its members through QR Code and Weblink subject to fulfilment of the requirements under SECP's Notification S.R.O. 389(I)/2023 dated 21 March 2023."

"FURTHER RESOLVED THAT notice of general meeting(s) continue to be dispatched to the members of the Bank, either electronically at the registered email addresses or by post at the registered addresses of the members, containing the QR Code and Weblink to view and download the annual audited financial statements and related documents/ reports (as part of the Annual Report)."

"FURTHER RESOLVED THAT the annual audited financial statements and related documents/ reports (as part of the Annual Report) be also circulated by the Bank to its members through registered email of the members, where provided, whereas hard copy of annual audited financial statements and related documents/ reports (as part of the Annual Report) shall only be provided, free of cost, within one week of receipt of signed request of member(s) on the prescribed request form available on Bank's website for this purpose."

6	Standard Chartered Bank (Pakistan) Limited - Annual Report 2023

NOTICE OF ANNUAL GENERAL MEETING

14.2 Agenda Item No. 5 of the notice:

Pursuant to Corporate Governance Regulatory Framework issued by the State Bank of Pakistan vide its BPRD Circular No. 5 of 2021, the Bank's Directors' Remuneration Policy ('the policy') was approved by the shareholders in 2020. The Board of the Bank approved and recommended the revised policy in April 2023 mainly to align the meeting fee for independent directors and non-executive directors (other than group appointees) with the market, and to update the regulatory references and other citations. Summary of revisions to the meeting fees in the policy are set out below:

 Eligible directors will be paid per meeting fee of PKR 650,000 (previously PKR 400,000) and PKR 550,000 (previously PKR 350,000) for attending the meetings of the Board and Board Committees respectively.

• If an eligible director is appointed as Chairperson of the Board, he/ she will be paid per meeting fee of PKR 750,000/- for

attending the meeting of the Board.

 An eligible director who is also a Chairperson of any Board Committee, he/ she will be paid per meeting fee of PKR 650,000 (previously PKR 400,000) for attending a meeting of such Board Committee.

Two Independent Directors and one Non-Executive Director are interested in the Special Business to the extent of the remuneration in accordance with the revised policy.

In this regard, following ordinary resolution(s), with/without modification, shall be passed by the members on the day of the general meeting:

"RESOLVED THAT the revised Directors' Remuneration Policy as approved and recommended by the Board of Directors of the Bank be and is hereby confirmed and approved on post facto basis."

Notice of Annual General Meeting

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Standard Chartered Bank (Pakistan) Limited ("SCBPL")

Ballot Paper For Voting Through Post

For poll at the Annual General Meeting to be held on Thursday, 28 March 2024, at 3:00 p.m. at ICAP Chartered Accountants Avenue, Clifton, Karachi.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: [e-mail]

Folio / CDC Account #

Name of Shareholders / Joint Shareholders / Proxy Holder

Registered Address

Number of shares held

CNIC / NICOP/ Passport No. (copy to be attached)

Additional Information and enclosures(In case of Body Corporate, Corporation and Federal Government)

Name of Authorised Signatory:

CNIC / NICOP/ Passport No. (copy to be attached)

I/we hereby exercise my/our vote in respect of the following ordinary resolution(s) through postal ballot by giving my/our assent or dissent to the following ordinary resolution(s) by placing tick () mark in the appropriate box below:

Ordinary Resolution(s)

AGENDA ITEM 4:

To consider and approve transmission of the Annual Audited Accounts and related reports/ documents (as part of the Annual Report) to the members of the Bank via QR Code and Weblink as permitted by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389(I)/2023 dated 21 March 2023.

"RESOLVED THAT the annual audited financial statements and related documents/ reports (as part of the Annual Report) shall be circulated by the Bank to its members through QR Code and Weblink subject to fulfilment of the requirements under SECP's Notification S.R.O. 389(I)/2023 dated 21 March 2023."

"FURTHER RESOLVED THAT notice of general meeting(s) continue to be dispatched to the members of the Bank, either electronically at the registered email addresses or by post at the registered addresses of the members, containing the QR Code and Weblink to view and download the annual audited financial statements and related documents/ reports (as part of the Annual Report)."

"FURTHER RESOLVED THAT the annual audited financial statements and related documents/ reports (as part of the Annual Report) be also circulated by the Bank to its members through registered email of the members, where provided, whereas hard copy of annual audited financial statements and related documents/ reports (as part of the Annual Report) shall only be provided, free of cost, within one week of receipt of signed request of member(s) on the prescribed request form available on Bank's website for this purpose."

AGENDA ITEM 5:

To consider and approve the revised Directors' Remuneration Policy, as approved by the Board of Directors of the Bank, on post facto basis.

"RESOLVED THAT the revised Directors' Remuneration Policy as approved and recommended by the Board of Directors of the Bank be and is hereby confirmed and approved on post facto basis."

Instructions For Poll

1. Please indicate your vote by ticking () the relevant box.
2. In case if both the boxes are marked as (), your poll shall be treated as "Rejected".

I/we hereby exercise my/our votes in respect of the above ordinary resolutions through ballot by conveying my/our favour or against to the resolution by placing tick () mark in the appropriate box below:

Resolutions

Agenda Item 4

Agenda Item 5

Notes:

In favour of the Resolution

Against the Resolution

1. Duly filled and signed ballot paper, along with a copy of the CNIC/ NICOP/ Passport**, should reach the Chairman of the meeting through the post at the Bank's registered address, Company Secretary Office, First Floor, Standard Chartered Bank (Pakistan) Limited, P.O. Box No.
   5556, I. I. Chundrigar Road, Karachi, or email at [e-mail].
2. Postal Ballot Form should reach Chairman of the meeting on or before Wednesday, 27 March 2024 during working hours. Any Postal Ballot received after this date, will not be considered for voting.
3. Signature on postal ballot paper should match with signature the registered on CNIC/ Passport**.
4. In case of Body Corporate, Corporation and Federal Government, certified copy of Board resolution/ Power of attorney along with valid copies of CNIC/ NICOP/ Passport of authorised signatory(ies) will be required**.
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written Ballot Paper will be rejected.
6. The shareholders may download the Postal Ballot Form from the Bank's website (https://www.sc.com/pk/about-us/notices/)or use the original / photocopy as published in newspaper/annual report.

____________________________________________	________________
Shareholder / Proxy Holder Signature/ Authorised Signatory	Date
(in case of corporate entity, please affix company stamp)