OFFERING CIRCULAR A10.5.1.1 A10.5.1.4 MCB Bank Limited (incorporated in the Islamic Republic of Pakistan with limited liability) 8,622,100 Global Depositary Receipts each representing four Equity Shares A10.29.3.2 A10.29.2.1 Offer Price: U.S.$17.3970 per Global Depositary Receipt This offering circular (the ""Offering Circular'') relates to an offering (the ""Offering'') of 34,488,400 equity shares of nominal value Rs.10 per equity share of MCB Bank Limited in the form of Global Depositary Receipts each representing four equity shares (the ""GDRs,'' which term includes the Rule 144A GDRs and the Regulation S GDRs, each as defined below). The Offering comprises an offering of GDRs in the United States (the ""Rule l44A GDRs'') only to qualified institutional buyers (""QIBs'') in reliance on Rule 144A (""Rule l44A'') under the U.S. Securities Act of 1933, as amended (the ""Securities Act'') and an offering of GDRs to non-U.S. persons outside the United States (the ""Regulation S GDRs'') in reliance on Regulation S (""Regulation S'') under the Securities Act. The GDRs will be issued in global form. The Rule 144A GDRs will be evidenced by a Master Rule 144A GDR (the ""Master Rule 144A GDR'') in registered form, which will be deposited on or about the Closing Date (as defined below) with a custodian for, and registered in the name of Cede & Co. as a nominee of, The Depository Trust Company of New York (""DTC'') and the Regulation S GDRs will be evidenced by a Master Regulation S GDR (the ""Master Regulation S GDR'' and, together with the Master Rule 144A GDR, the ""Master GDRs'') in registered form, which will be deposited on or about the Closing Date with a common depositary for, and registered in the name of a common nominee of, Euroclear Bank S.A./N.V. (""Euroclear'') and Clearstream Banking, soci π et π e anonyme (""Clearstream, Luxembourg''). Interests in the Master GDRs will be exchangeable for GDRs in definitive form in accordance with the provisions set out in ""Summary of Provisions Relating to the GDRs while in Master Form.'' Payment for the GDRs will be required on the Closing Date, which is expected to be October 18, 2006 (the ""Closing Date''). The Rule 144A GDRs and the Regulation S GDRs will be issued pursuant to a deposit agreement (the ""Deposit Agreement'') to be dated on or about the Closing Date, by and between us and Deutsche Bank Trust Company Americas as depositary (the ""Depositary''). A10.30.1 A10.28.9 A10.30.2 Prior to the Offering there has been no market for the GDRs. Application has been made to the Financial Services Authority in its capacity as competent authority (the ""UK Listing Authority'') under the Financial Services and Markets Act 2000 (the ""FSMA'') for the GDRs to be admitted to the official list of the UK Listing Authority (the ""Official List'') and to the London Stock Exchange plc (the ""London Stock Exchange'') for the GDRs to be admitted to trading on the London Stock Exchange's Professional Securities Market. It is expected that admission to listing and to trading on the London Stock Exchange will become effective and that unconditional dealings in the GDRs will commence on October 18, 2006. References in this Offering Circular to GDRs being ""listed'' (and all related references) shall mean that such GDRs have been admitted to trading on the London Stock Exchange's Professional Securities Market and have been admitted to the Official List. The London Stock Exchange's Professional Securities Market is not a regulated market for the purposes of Directive 93/22/EEC (the ""Investment Services Directive''). Application has also been made for the GDRs to be included for trading on the International Order Book (""IOB'') system of the London Stock Exchange. The GDRs evidenced by the Master Rule 144A GDR are expected to be eligible for trading by QIBs in the Portal Market, a subsidiary of The NASDAQ Stock Market, Inc. (the ""PORTAL Market'') in the United States. However, there can be no assurance that the applications to the UK Listing Authority and to the London Stock Exchange or the PORTAL Market will be approved. Our equity shares are listed on the Karachi Stock Exchange (the ""KSE''), the Lahore Stock Exchange and the Islamabad Stock Exchange (together with the KSE and the Lahore Stock Exchange, the ""Pakistani Stock Exchanges''). Our equity shares represented by the GDRs will also be listed on the Pakistani Stock Exchanges. The closing price of our equity shares on the KSE on October 10, 2006 was Rs.271.90. Investment in the GDRs involves risks. See ""Risk Factors'' beginning on page 10, including risks relating to restrictions on conversion of the GDRs into our equity shares as described on page 21. The GDRs are of a specialist nature and should normally only be bought and traded by investors who are knowledgeable in investment matters. A copy of this document, which comprises listing particulars prepared solely in connection with the Offering in accordance with the listing rules of the UK Listing Authority made under Section 74 of the FSMA (the ""Listing Rules''), has been delivered for registration with the Registrar of Companies in England and Wales as required by Section 83 of the FSMA. A copy of this document will be delivered to the State Bank of Pakistan (""SBP''), each of the Pakistani Stock Exchanges and the Securities and Exchange Commission of Pakistan (""SECP'') for the purpose of record only. A10.28.2 The GDRs and the equity shares represented thereby have not been and will not be registered under the Securities Act. The Lead Manager is offering the GDRs only to QIBs under Rule 144A and to non-U.S. persons outside the United States under Regulation S. See ""Transfer Restrictions'' and ""Subscription and Sale'' for information about transfer restrictions and eligible offerees. Lead Manager, Sole Bookrunner and Global Coordinator Merrill Lynch International Financial Advisor KASB Securities The date of this Offering Circular is October 11, 2006.