O F F E R I N G C I R C U L A R

A10.5.1.1

A10.5.1.4MCB Bank Limited(incorporated in the Islamic Republic of Pakistan with limited liability)

8,622,100 Global Depositary Receiptseach 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 nominalvalue 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 anoffering 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. personsoutside 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 ""MasterRule 144A GDR'') in registered form, which will be deposited on or about the Closing Date (as defined below) with a custodian for, andregistered in the name of Cede & Co. as a nominee of, The Depository Trust Company of New York (""DTC'') and the Regulation S GDRswill 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 thename of a common nominee of, Euroclear Bank S.A./N.V. (""Euroclear'') and Clearstream Banking, soci et 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 isexpected to be October 18, 2006 (the ""Closing Date''). The Rule 144A GDRs and the Regulation S GDRs will be issued pursuant to a depositagreement (the ""Deposit Agreement'') to be dated on or about the Closing Date, by and between us and Deutsche Bank Trust CompanyAmericas 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 itscapacity as competent authority (the ""UK Listing Authority'') under the Financial Services and Markets Act 2000 (the ""FSMA'') for theGDRs to be admitted to the official list of the UK Listing Authority (the ""Official List'') and to the London Stock Exchange plc (the ""LondonStock Exchange'') for the GDRs to be admitted to trading on the London Stock Exchange's Professional Securities Market. It is expected thatadmission to listing and to trading on the London Stock Exchange will become effective and that unconditional dealings in the GDRs willcommence on October 18, 2006. References in this Offering Circular to GDRs being ""listed'' (and all related references) shall mean that suchGDRs have been admitted to trading on the London Stock Exchange's Professional Securities Market and have been admitted to the OfficialList. 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 byQIBs in the Portal Market, a subsidiary of The NASDAQ Stock Market, Inc. (the ""PORTAL Market'') in the United States. However, therecan be no assurance that the applications to the UK Listing Authority and to the London Stock Exchange or the PORTAL Market will beapproved. Our equity shares are listed on the Karachi Stock Exchange (the ""KSE''), the Lahore Stock Exchange and the Islamabad StockExchange (together with the KSE and the Lahore Stock Exchange, the ""Pakistani Stock Exchanges''). Our equity shares represented by theGDRs will also be listed on the Pakistani Stock Exchanges. The closing price of our equity shares on the KSE on October 10, 2006 wasRs.271.90.

Investment in the GDRs involves risks. See ""Risk Factors'' beginning on page 10, including risks relating torestrictions on conversion of the GDRs into our equity shares as described on page 21. The GDRs are of a specialistnature 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 withthe listing rules of the UK Listing Authority made under Section 74 of the FSMA (the ""Listing Rules''), has been delivered forregistration with the Registrar of Companies in England and Wales as required by Section 83 of the FSMA. A copy of this document willbe delivered to the State Bank of Pakistan (""SBP''), each of the Pakistani Stock Exchanges and the Securities and Exchange Commissionof Pakistan (""SECP'') for the purpose of record only.

A10.28.2The GDRs and the equity shares represented thereby have not been and will not be registered under the Securities Act. TheLead Manager is offering the GDRs only to QIBs under Rule 144A and to non-U.S. persons outside the United States underRegulation 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 InternationalFinancial Advisor

KASB Securities

The date of this Offering Circular is October 11, 2006.

A10.1.1MCB Bank Limited accepts responsibility for the information contained in this document. To thebest of MCB Bank Limited's knowledge and belief (for which it has taken all reasonable care to ensurethat such is the case), the information contained in this Offering Circular is in accordance with the factsand does not omit anything likely to affect the import of such information.

A10.1.2Without limiting in any way our responsibility as outlined in the previous paragraph, having madeall reasonable enquiries, we confirm that this Offering Circular contains all information with respect to usand the GDRs which is material in the context of the issue and offering of the GDRs, and the statementscontained in this Offering Circular relating to us are in every material particular true and accurate and notmisleading, the opinions, expectations and intentions expressed in this Offering Circular with regard to usare honestly held, have been reached after considering all relevant circumstances and are based onreasonable assumptions. There are no other facts in relation to us or the GDRs, the omission of whichwould, in the context of the issue and offering of the GDRs, make any statement in this Offering Circularmisleading in any material respect and all reasonable enquiries have been made by us to ascertain suchfacts and to verify the accuracy of all such information and statements.

No person is authorized to give any information or to make any representation in connection withthe Offering or sale of the GDRs other than as contained in this Offering Circular and, if given or made,such information or representation must not be relied upon as having been authorized by us, the LeadManager or the Financial Advisor. Interested investors should therefore rely only upon the informationcontained and the statements made herein. The delivery of this Offering Circular does not imply that theinformation herein is correct at any time subsequent to its date. Each prospective purchaser, by acceptingdelivery of this Offering Circular, agrees to the foregoing.

When making an investment decision, investors must rely on their own examination of us and theterms of the Offering, including the merits and risks involved. The information contained herein is correctonly on the date of this Offering Circular, notwithstanding the date of delivery of this Offering Circularand of the sale of the GDRs. The publication of this Offering Circular, the Offering and the sale anddelivery of the GDRs do not imply under any circumstances that there has been no adverse change or noevent likely to give rise to any adverse change with respect to our condition (financial or other) or that theinformation contained herein is still correct after the date of this Offering Circular.

No representation or warranty, express or implied, is made by the Lead Manager, the Depositary,the Financial Advisor or any of their respective affiliates as to the accuracy or completeness of theinformation set out herein, and nothing contained in this Offering Circular may be relied upon as apromise or representation by the Lead Manager, the Depositary, the Financial Advisor or any of theirrespective affiliates as to past or future events. If there is any doubt as to the contents or meaning of theinformation contained in this Offering Circular, investors should consult an authorized or professionaladvisor who can provide specialized advice on the acquisition of financial instruments.

This Offering Circular is not a prospectus for purposes of the Pakistani Companies Ordinance,1984, and may not be distributed in Pakistan. The GDRs have not been recommended by a securitiescommission or regulatory authority in Pakistan or otherwise. The terms and conditions of the GDRs aregoverned by English law.

This Offering Circular does not constitute an offer to se