Soneri Bank Limited ("SNBL" or the "Bank") was incorporated as a public limited company and commenced operations as a Scheduled Commercial Bank in 1991. The Bank is quoted on the Pakistan Stock Exchange under the category of Commercial Banks. Soneri Bank was founded by the Feerasta family to serve the underserved SME segment, often overlooked by larger banks. Starting with one branch in Lahore, the Bank operates over 600 branches across more than 200 cities in Pakistan as of end-Sep25. With assets over PKR 800bln, the Bank excels in trade finance and continues innovating through advanced banking technologies. Soneri Bank's registered office is situated on the 2nd Floor, 307-Upper Mall Scheme, Lahore, while its central office is located on the 10th Floor, PNSC Building, M.T. Khan Road, Karachi. The Bank offers a wide range of financial products and services, including conventional and Islamic banking, digital banking solutions, and tailored financing options for individuals and businesses. Their portfolio includes various deposit accounts, consumer and Islamic financing, trade finance, and advanced cash management services. With a strong focus on innovation and customer convenience, Soneri Bank continues to expand its reach through digital platforms and specialized programs. At end-Sep25, the Bank operates with 618 (end-Dec24: 544) branches, including 116 Islamic banking branches, and 15 Islamic banking windows.

At end-Sep25, the Feerasta Family-sponsors of the Rupali Group, own a 63.18% stake in the Bank, mainly through three trusts and individuals of the sponsor family. Other shareholders mainly include the National Bank of Pakistan (NBP), which, through National Investment Trust Limited (NITL), holds an 7.71% stake. The remaining stake is 29.11%, which is widely spread among financial institutions and the general public. The ownership structure of the Company is seen as stable as no material ownership changes are expected in the future. The majority stake rests with the Feerasta family. The Feerasta Family has been associated with a diverse set of businesses for the last few decades and has been successfully managing them. Their business acumen is considered good. Given that Soneri Bank has the flagship business of sponsors, the willingness to support the Bank in case the need arises, is considered high.

The overall control of the Bank vests with an eight-member Board of Directors (Board) comprising four non-executive directors, three independent directors, and one executive director, the Chief Executive Officer (CEO). Three of the Board members are nominees of the Feerasta family, while one is a National Investment Trust (NIT) representative. Mr. Amin A. Feerasta– Chairperson of the Board assumed office on June 6, 2024. With over 26 years at the Bank, he has served in key roles including Chief Risk Officer, Chief Operating Officer, Deputy CEO, and Executive Director. He holds a BSc in Finance from Santa Clara University, USA, and is a Certified Director. He has completed executive programs at the University of Oxford and in Malaysia. He also serves as Chairperson of the Aga Khan Foundation, Pakistan. There are six board committees: i) Audit, ii) Risk & Compliance, iii) Human Resource and Remuneration, iv) Credit, v) Independent Directors, and vi) Information Technology Committee, which assists the Board in the effective oversight of the bank’s overall operations on relevant matters. M/s. A.F. Ferguson & Co, Chartered Accountants, classified in category 'A' by SBP and having a satisfactory QCR rating are the external auditors for SNBL. They expressed an unqualified opinion on the financial statement for the year ended 31st December 2024.

Overall operations have been divided into thirteen functions and organized into Northern, Central, and Southern regions for effective management and control. SNBL’s management team comprises experienced individuals. Mr. Muhtashim Ahmad Ashai – President & CEO joined SNBL on 01 April 2020. He brings over 32 years of global banking experience, including leadership roles at MCB and ABN AMRO. He holds a BSc, an MBA from LUMS, and executive training from ICAP and McGill University. SNBL has eight management committees in place, all headed by the CEO. The committees are i) Management, ii) Executive Credit, iii) Compliance, iv) Assets & Liability, v) I.T Steering, vi) Credit Risk Management, vii) Operational Risk Management Committee and viii) Business Continuity Plan Steering. The Bank made substantial investments to add value to its risk management framework and upgraded its Operational Risk Rating (ORR) monitoring and related systems through in-house developments and external consultant support. Moreover, the Bank has also upgraded its data center and disaster recovery solutions and has also deployed a data warehouse to support the business functions. The Bank’s risk management framework ensures proactive, holistic risk identification and control across functions to support sustainable growth. Oversight by the Board and specialized committees ensures adherence to policies, regulatory compliance, and effective risk mitigation.

During 9MCY25, Pakistan's Banking sector's total assets posted growth of ~9.5% YTD whilst investments surged by ~23.4% to PKR ~36.7trln (CY24: PKR ~29.8trln). Net Advances of the sector recorded a decline of ~16.3% to stand at PKR ~13.2trln (CY24: PKR ~15.8trln). Non-Performing Loans (NPLs) witnessed a decrease of 11.2% YTD to PKR ~948bln (CY24: PKR ~1,068bln). The Capital Adequacy Ratio (CAR) averaged at 22.1% (CY24: 20.6%). Given the low monetary rate and high cost environment, Banks are likely to show some dilution in profitability by the end of CY25. (Source: SBP Compendium). SNBL, a small-sized Bank, holds a customer deposit base of PKR 537.1bln, other than financial institutions as of 9MCY25 (CY24: PKR 486.2bln). On such basis, the market share of deposits of the Bank stood at 1.6% (CY24: 1.7%). During 9MCY25, SNBL’s Net markup income witnessed an increase of 11.5% YoY to stand at PKR 20.9bln (9MCY24: PKR 18.8bln), on the back of improvement in average volumes, more than offsetting small compression in spreads. While the markup income witnessed a decrease of 26.7% YoY to stand at PKR 64.4bln (9MCY24: PKR 87.8bln). Subsequently, the Asset yield of the Bank stood at 12.9% (9MCY24: 20.9%). Whereas, the Bank’s cost of funds stood at 8.2% (9MCY24: 14.8%). The Bank’s spread stood at 4.7% (9MCY24: 6.1%). The overall revenue of the Bank indicated an improvement by 14.4% YoY. While the non-mark-up income increased by 24.7% to stand at PKR 6.5bln (9MCY24: PKR 5.2bln) mainly due to higher fee and commission income (9MCY25: PKR 3.6bln; 9MCY24: PKR 3.2bln). Non-markup expenses increased by 22.8% YoY to PKR 17.8bln (9MCY24: PKR 14.5bln), in line with the expansion of the branch network through the addition of 74 branches across the country from CY24 to 9MCY25. The non-markup expenses to total income increased to 64.8% (9MCY24: 60.3%). Net profits decreased by 30.7% to stand at PKR 3.3bln (9MCY24: PKR 4.8bln). Moving ahead, the Bank intends to further expand its branch network to assist further outreach. The Profitability profile remains adequate and supports the equity position. The Management’s focus is to improve the Bank's sustained market share while remaining compliant with minimum capital requirements.

At end-Sep25, SNBL's net advances have decreased by 19.7% and were reported at PKR 194.1bln (end-Dec24: 241.7bln). The Bank's Net Advances to Deposit Ratio (ADR) was reported at 30.9% (end-Dec24: 44.5%). The infection ratio increased to 4.3% (end-Dec24: 3.2%). This was driven by the decline of the advance base, and a increase in NPLs (end-Sep25: 8.7bln, end-Dec24: 7.9bln). The Bank's investment portfolio witnessed an increase of 30.1% and was reported at PKR 499.9bln (end-Dec24: PKR 384.3bln), with a majorly skew towards Government securities (99%). The Government securities are mainly comprised of Pakistan Investment Bonds (PIBs), followed by T-Bills, which have decreased from the last year. The higher investment in PIBs reflects the Bank’s strategy to secure long-term yields amid anticipated interest rate declines. The reduction in T-Bills indicates a deliberate shift away from short-term instruments, aiming to enhance duration and optimize returns within a stable, low-risk investment framework. The Bank’s strong focus on government securities shows its cautious and lowrisk investment strategy, aimed at capital preservation and ensuring steady returns. Current Account (CA) stood at 33% (end-Dec24: 30%), and Savings Account (SA) stood at 51% (end-Dec24: 52%). The Bank’s liquidity, in terms of Liquid Assets-to-Deposits and borrowing ratio, inclined to 71.5% (end-Dec24: 59.7%). The Bank remains well capitalized, maintaining strong buffers above regulatory requirements. The CAR stood at 16.3% (end-Dec24: 17.7%), with a Tier I CAR of 12.5% (end-Dec24: 13.9%), in full compliance with SBP’s minimum thresholds. The Bank is committed to sustaining capital ratios significantly above the regulatory benchmarks to ensure robust risk absorption capacity. The Bank's equity base improved to PKR 33.2bln (end-Dec24: PKR 30.8bln), which is also supported by a perpetual ADT 1 instrument of PKR 4bln, which was raised in 2018 and Tier-II TFCs amounting to PKR 4bln, raised in the year 2022.

The Bank has issued rated, listed, unsecured, subordinated, ten years tenured term finance certificates ("TFCs" or the "Instrument") with an issue size of PKR 4bln bearing exercisable call option after five years of the issue date. As per the lock-in clause requirements for Tier 2 issues, neither profit nor principal will be payable in respect of TFC, if such payment will result in a shortfall in the bank’s Minimum Capital Requirement (MCR) or Capital Adequacy Ratio (CAR) or results in an increase in any existing shortfall in MCR or CAR. Additionally, as required by the SBP, the issuer shall also monitor its Leverage Ratio (LR) requirements before any profit or principal repayment in respect of the TFC. The Bank may call the TFCs (either partially or in Full), with prior approval of SBP, any time after five years from the date of issue, subject to not less than 30 days prior notice being given to the investors. The call option once announced will not be revocable. In conformity with SBP Basel III Guidelines, the TFCs shall, if directed by the SBP, be fully and permanently converted into ordinary shares and/or have them immediately written off (partially or inn full) upon the PONV Trigger Event. The Issue amount will contribute toward the Issuer’s Tier II Capital for capital adequacy ratio as per guidelines set by SBP and have a floating rate coupon priced @6MK+1.70%. The first such profit payment will fall due at the end of sixth (6th) month from the Issue Date and subsequently every six (06) months thereafter. The instrument will redeem 0.36% of the issue amount during the first 9 years after the Issue Date and the remaining issue amount of 99.64% in two equal semi-annual installments of 49.82% each in the last year.

The TFC will be subordinated to the payment of principal and profit, to other indebtedness of the Bank, including deposits, but will rank pari passu with other Tier 2 instruments and superior to Additional Tier-I instruments. The instrument is subject to the loss of absorbency and/or any other requirements under SBP’s Basel III Capital Rules.

The instrument is unsecured.