Karachi: We enclose copies of the Notice of 16th Annual General Meeting to be held on Thursday, March 29, 2012 at 9:00 a.m. at Meezan House C-25, Estate Avenue, SITE, Karachi, published today in Daily “Jang” Karachi and Daily “Business Recorder” Karachi for your record and information.
A copy of the notice of AGM containing the statement under section 160 (1) (b) of the Companies Ordinance 1984, sent to the shareholders is also enclosed.
Notice of Annual General Meeting
Notice is hereby given that the 16th Annual General Meetings of the Members of Meezan Bank Limited will be held Insha Allah on Thursday, March 29, 2012 at 9:00 a.m. at Meezan House C-25, Estate Avenue, SITE, Karachi to transact the following business:
1. To confirm the minutes of the 16th Annual General Meeting held on March 28, 2011.
2. To appoint, consider and adopt the Annual Audited Accounts of the Bank and Consolidated Audited Accounts of the Bank for the year ended December 31, 2011 together with the Auditors’ and Directors’ Reports thereon.
3. To appoint auditors of the bank for the year ending December 31, 2012 and to fix their remuneration M/s. A.F. Ferguson and Co. Chartered Accounts has consented to act as auditors. The retiring auditors M/s KPMG Taseer Hadi and Co. Chartered Accountants have completed the period of five (5) years in accordance with the Clause (xii) (a) of the Code of Corporate Governance and thereof, are not eligible for re-appointment.
4. To approve interim Cash Dividend @ 10% (i.e. Rs. 1 per shares) already paid in August 2011.
5. To consider, and approve the issuance of Bonus Shares as recommended by the Board of Directors and to pass the following resolution as an Ordinary Resolution:
a. a sum of Rs. 1,003,741,630 out of free reserves of the Bank for the issue of bonus shares be capitalized and applied for the issue of 100,374,163 ordinary shares of Rs. 10/- each and allotted as fully paid bonus shares to those members of the Bank whose names appear in the Register of Members of the Bank on March 29, 2012 in the ratio of 12.5 ordinary shares for every 100 ordinary shares held (12.5%) and that such new shares shall rank pari passu in all respect with the existing ordinary shares.
b. Members entitled to transaction of shares as a result of their holding shall be given the sale proceeds of their fractional entitlement for which purpose the fractional shall be consolidated into whole shares and sold on the Karachi Stock Exchange.
c. For the purpose of given effect to the foregoing, the President / Chief Executive or the Company Secretary be and are hereby individually authorized to take any and all actions which may deemed fit for the issuance, allotment, distribution, etc, of the said bonus shares.”
6. To approve the remuneration paid / payable to the Chairman and Non-Executive Directors of the Bank for the year ended December 31, 2011 for attending Board Meetings and Meetings of the Committees formed by the Board, as disclosed in notes 35 of the Audited Financial Statements of the Bank, be and is hereby approved.”
7. To transact any other business with the permission of the chair.
A statement under section 160 (1) (b) of the Companies Ordinance, 1984 pertaining to special business is enclosed.
Statement under Section 160 (1) (B) of the Companies Ordinance, 1984
This statement sets out the material facts concerning the resolution contained in term (5) and (6) of the Notice pertaining to the special business to be transacted at the Annual General Meeting of the Bank to be held on March 29, 2012.
I) Issue of Bonus Shares
In order to meet the requirement of State Bank of Pakistan to increase the paid up capital of the commercial banks to Rs. 9 billion by December 31, 2012, Board of the Bank are of the view that Bank’s financial position and its reserves justify the capitalization of free reserves amounting to Rs. 1,003,741,630 for the issue of 100,374,163 bonus shares of Rs. 10/- each in the ratio of 12.5 ordinary shares of every 100 ordinary shares hold i.e. 12.5%.
The Directors of the Bank have no interest in the above special business save to the extent of their shareholding in the Bank.
II) Directors’ Remuneration
The remuneration paid/parable to the non-executive directors was approved by the Board of Directors in terms of Article 62 of the Articles of Associations of the Bank. The remuneration requires approval (which is permissible on post facto basis) of the shareholders in Annual General Meeting in terms of requirements of the Prudential Regulations for Corporate / Commercial Bank issued by the State Bank of Pakistan.
The non-executive directors are interested in the payment of remuneration and the remaining members of the Board have no interest in the matters.
For more information, Contact:
Meezan Bank Limited
Meezan House C-25, Estate Avenue,
S.I.T.E., Karachi – Pakistan.
Tel: (92-21) 38103500
Fax: (92-21) 36406049