Karachi, May 11, 2012 (PPI-OT): We enclose a copy of the Notice of Extra-Ordinary General Meeting to be held on 5th June 2012 be circulation amongst your members.
Notice of Extra-Ordinary General Meeting
NOTICE is hereby given that an Extra-Ordinary General Meeting of Bank Alfalah Limited will be held on Tuesday, 5th June 2012 at 11:00 A.M. at Marriott hotel, Karachi, to transact the following business.
1. To confirm the Minutes of the 20th Annual General Meeting held on 29th March 2012 at Karachi.
2. To elect seven (7) directors of the Bank as fixed by the Board of Directors in accordance with the provisions of Section 178 of the Companies Ordinance, 1984 for a term of three years commencing from 27th May 2012. The following are the retiring directors, who are eligible for re-election:
1. H.H. Sheikh Hamdan Bin Mubarak Al Nahayan
2. Mr. Abdulla Nasser Hawaileel Al Mansoori
3. Mr. Abdulla KhaliJ Al Mutawa
4. Mr. Khalid Mana Saeed Al Otaiba
5. Mr. Ikram ul-Majeed Sehgal
6. Mr. Nadeem Iqbal Sheikh
7. Mr. Atif Asim Bajwa (CEO)
3. To transact any other business with the permission of the Chair.
1. The Share Transfer Books of the Bank will remain closed from 30th May 2012 to 5th June 2012 (both days inclusive).
2. Any person who seeks to contest an election to the office of the director shall, whether he is a \retiring director or otherwise, file with the Bank at its registered office, not later than fourteen days before the date of the meeting at which elections are to be held, the following documents:
(a) Notice of his/her intention to offer himself/herself for election as a director in terms of Section 178(3) of the Companies Ordinance, 1984. He/she should also confirm that:
He/she is not ineligible to become a director of the Bank under any applicable laws and regulations (including 1i~iing regulations of Stock Exchanges)
Neither he/she nor his/her spouse is engaged in the business of brokerage or is a sponsor, director or officer of a corporate brokerage house.
He/she is not serving as a director in more than seven listed companies simultaneously Provided that this limit shall not include the directorships in the listed subsidiaries of a listed holding company.
(b) Consent to act as director in Form 28 under Section 184 of the Companies Ordinance, 1984
(c) Performa – Fit and Proper Test (Annexure-I), Affidavit on Non-Judicial Stamp Paper (Annexure-II) along with attested copy of CNIC/Passport and duly completed Questionnaire for accessing “Fit and Proper Test” attached to the State Bank of Pakistan’s BPRD Circular No. 4 dated April 23, 2007.
In terms of the above-mentioned SBP’s circular dated April 23, 2007 prior clearance in writing from SBP is required for appointment of Directors. Further, in terms of the said SBP circular, association of the following persons as a director is undesirable and against public interest:
a) a person who is/has been associated with any illegal activity, especially relating to the banking Business; and
b) a person who in his individual capacity or a proprietary concern or any partnership firm or any private limited company or any unlisted public company or any listed public company (of which he has been a proprietor, partner, director or shareholder), has been in default of payment of any dues owed to any financial institution and/or in default of payment of any taxes.
A person is not permitted to be a director of more than one financial institution. The term financial institution will include any bank, investment finance company, non-banking finance company, venture capital company, housing finance company, leasing company or Modaraba company.
3. A member entitled to attend and vote at the Meeting is entitled to appoint another member as a proxy to attend, speak and vote on his/her behalf. A corporation being a member may appoint as its proxy any of its official or any other person whether a member 0f the Bank or otherwise.
4. An instrument of proxy and a Power of Attorney or other authority (if any) under which it is signed, or notarized copy of such Power of Attorney must be valid and deposited at the Share Registrar of the Bank, F.D. Registrar Services (SMC-Pvt) Limited, Office No- 1108, 11th Floor, Trade Centre, I. I. Chundrigar Road, Karachi, not less than 43 bouts before the time of the Meeting.
5. Those shareholders, whose shares are deposited with Central Depository Company of Pakistan Ltd. (CDC) are requested to bring their original Computerized National Identity Card (CNIC) along with participant’s I.D. number and. their account/sub-account number in CDC to facilitate identification at the time of the Meeting. In case of Proxy, attested copies of proxy’s CNIC or passport, Account and Participant’s ID numbers must be deposited along with the Form of Proxy with our Share Registrar as per paragraph No.4 above. In case of Proxy for corporate members, the Board of Directors’ Resolution/Power of Attorney with specimen signature of the nominee shall be produced at the time or the Meeting (unless it has been provided earlier to the Share Registrar).
Shareholders are requested to notify change in their address, if any, to our Share Registrar, F.D. Registrar Services (SMC-Pvt.) Limited.
For more information, contact:
Bank Alfalah Limited
B. A. Building I. I. Chundrigar Road,
Tel: (92-21) 2414030-10
Fax: (92-21) 2411151
Web Site: www.bankalfalah.com