Soneri Bank : Certified Copy of the Resolutions adopted by the Shareholders in their 30th Annual General Meeting

SBL/Secy/PSX/22/63

28 March 2022

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

Subject:

Certified copy of the Resolutions adopted by the Shareholders in their 30th Annual General Meeting

I)ear 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 30'1' Annual General Meeting convened on Friday 25 March 2022 at 10:00 a.m. 2nd Floor, 307-Upper Mall Scheme, Lahore / via Zoom.

Thanking you.

Yours Sincerely,

Muhammad Altaf Butt Company Secretary

Ends: a.a

CERTIFIED TRUE COPY OF RESOLUTION PASSED BY

THE SHAREHOLDERS OF SONERI BANK LIMITED IN THEIR 30th ANNUAL GENERAL MEETING HELD ON 25 MARCH 2022 AT 10:00 A.M. 2N1) FLOOR, 307-UPPER MALL SCHEME, LAHORE / VIA ZOOM

Agenda item No.01

To confirm the minutes of last Annual General Meeting held on 26 March 2021.

Quote

RESOLVED THAT minutes of the 29th Annual General Meeting of Soneri Bank Limited held on 26 March 2021 be and are hereby confirmed / approved.

Unquote

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 2021.

Quote

RESOLVED THAT the Audited Accounts of Soneri Bank Limited for the year ended 31 December 2021 together with Directors' and Auditors' reports thereon to the members be and are hereby approved and adopted.

Unquote

Contd.P/02

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Agenda item No.03

To approve and declare the final cash dividend of Rs.1.5/- per share (i.e.15%) for the financial year ended 31 December 2021.

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RESOLVED THAT .final cash dividend (D-13) of Rs.1.5/- per share (i.e.15% - total cash to be appropriated Rs.1,654 million approx.) for the financial year ended 31 December 2021 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 17.03.2022.

FURTIIER RESOLVED THAT the President and Chief Executive Officer (CEO) and the Company Secretary, be and are hereby authorized singly to take all necessary steps, ancillary and incidental for the payment of final cash dividend of the Bank.

Unquote

Agenda item No.04

To appoint Auditors of the Bank and to fix their remuneration.

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RESOLVED THAT M/s. KPMG Taseer IIadi & Co., Charted Accountants be and are hereby re-appointed as external auditors of the Bank with a 8 percent increase in their scale of remuneration from last year, as detailed below, for the nextfinancial year ending 31 December 2022:-

Contd..P/03

Soneri Bank

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Statutory Audit Related:

Annual audit fee including 10 branches Fee for audit of 25 additional branches Fee for audit of Provident Fund

Fee for audit of Gratuity Fund Fee for audit of AJK branches

Fee for audit of GB region branches

Other verifications & certifications

A 6,099,938

Shariah Complaince Fees 2,446,424

Fee for half yearly review of financial statements 862,772

CCG Review Fee 147,065

Free Float shares certification 148,268

IFC covenant compl iance certification 111,201

CDC certfication - Shares & TFCs 117,650 Other one off certifications

CAR certificati ion 147,065

Total Assignment Cost

3,980,444

A -I- B

10,080,382

Out-of-pocket expenses (At Actual / restrcited to 18%)

1,814,469

Total Remuneration Expense

Increase YoY

11,894,851 0.46%

Unquote

Con0L.P/04

-:04:-

Agenda item No.06

To consider and approve amendment made to existing Remuneration Policy for Non- Executive Directors in compliance of the Corporate Governance Regulatory Framework issued by the State Bank of Pakistan vide I3PRD Circular No. 05 dated 22 November 2021 and if thought fit, to pass the proposed resolution as Ordinary Resolution.

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RESOLVED THAT on recommendation of the Board of Directors made in its 187th meeting convened on 13 September 2021, amendment made to existing Remuneration Policyfor Non-Executive Directors be and is hereby reviewed and approved in compliance of the Corporate Governance Regulatory Framework issued by the State Bank of Pakistan vide BYRD Circular No. 05 dated 22 November 2021.

Unquote

Certified True Copy

Muhammad Altaf Butt Company Secretary

28 March 2022 Karachi.