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NOTICE OF THE SEVENTEENTH ANNUAL GENERAL MEETING
Notice is hereby given that the Seventeenth Annual General Meeting of Security Investment Bank Limited will be held at the Registered Office of the Company located at Flat No. 4, 3rd floor, Al-Baber Centre, Main Markaz, F-8, Islamabad, on 28th day of March 2008 at 11:00 a.m. to transact the following business:
ORDINARY BUSINESS
- To confirm the minutes of Sixteenth Annual General Meeting held on April 30, 2007 and EOGM held on June,29, 2007.
- To receive and adopt the audited accounts of the company for the year ended December 31, 2007 together with the Directors’ and Auditors’ report thereon.
- To appoint auditors and fix their remuneration for the year ending December 31, 2008. The retiring auditors M/s. Muniff Ziauddin & Co., Chartered Accountants cannot be reappointed in accordance with Code of Corporate Governance. M/s. Avais Hyder Liaquat Nauman offered their consent to act as the external auditor of the company in place.
SPECIAL BUSINESS
4). To approve the issue of bonus shares in the ratio of 2 shares for every 10 shares held (i.e. 20%) as declared and recommended by the Board of Directors.
5) To consider and approve increase in equity investment in the Dubai’s subsidiary of the company by US$ 500,000/-
ANY OTHER BUSINESS
6) To transact such other business as may be placed before the meeting with the permission of the chair.
BOOK CLOSURE
The share transfer book of the company will remain closed from 22nd day of March 2008 to 28th day of March 2008 (both days inclusive). Transfer received in order at the office of the share registrar of the company by the close of business on 21st day of March 2008 will be treated in time.
By order of the Board
Muhammad Shahzad
Company Secretary
Islamabad
Date: March 05, 2008
NOTES:
- A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf. Proxies in order to be effective must be received at the office of the share registrar of the company duly stamped and signed not less than 48 hours before the meeting. A member may not appoint more than one proxy.
- Members are requested to promptly communicate to the company any change in their addresses.
- CDC Account holders and sub-account holders are required to follow the under mentioned guidelines as laid down by the Securities & Exchange Commission of Pakistan.
a). For attending the meeting.
i). In case of individuals, the account holder or sub-account holder shall bring his or her original Computerized National Identity Card or original passport at the time of attending meeting.
ii). In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature of the nominee shall be produced at the meeting.
b). For appointing proxies
i). In case of individuals, the account holder or sub-account holder shall submit the proxy form as per the above requirement.
ii). The proxy form shall be witnessed by two persons whose names, addresses and CNIC number shall be mentioned on the form.
iii). Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
iv). The proxy shall produce his or her original CNIC or original passport at the time of meeting.
v). In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature shall be submitted to the company along with proxy form.
STATEMENT OF MATERIAL FACTS UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE 1984, REGARDING SPECIAL BUSINESS
This statement sets out the material facts concerning the following special business to be transacted at the Seventeenth Annual General meeting of the company.
ITEM NO. 4 OF THE NOTICE
The Directors have recommended the issue of 8,572,259 bonus shares by capitalization of a part of the Free Reserves of the company. After the issue the total paid up capital will increase to Rs.514,335,583/-. None of the Directors are interested in this business except to the extent of their entitlement to bonus shares as shareholders. The Directors recommend to consider and, if thought fit pass with or without modification the following Resolutions as Ordinary Resolutions.
RESOLVED THAT the Bonus issue to the extent of Rs.85,722,590/-be capitalized by issuing 8,572,259 fully paid Ordinary Shares of Rs10/- each as bonus shares in the proportion of 2 shares for every =10= shares held, and the shares so distributed will be treated for all purposes as an increase in the paid up capital of the company.
RESOLVED FURTHER THAT the bonus shares so distributed shall rank pari passu in all respect with the existing shares of the company.
RESOLVED FURTHER THAT the Chief Executive or Company Secretary be and are hereby authorized to consolidate all fractions of bonus shares and sell in the stock market and pay the proceeds to charity.
RESOLVED FURTHER THAT the Chief Executive or Company Secretary be and are hereby authorized and empowered to give effect to this resolution and to do or cause to be done all acts, deeds and things that may be necessary or required for the issue, allotment and distribution of bonus shares.
ITEM NO. 5 OF THE NOTICE
Approval of shareholder is sought for the increase the equity investment in the 100% fully owned subsidiary of the company in Dubai by US$ 500,000/- The shareholders have already approved the opening of subsidiary in Dubai by making equity investment upto US$ 500,000/- in the Extra Ordinary General Meeting of the company held on June 29, 2007 and the terms and conditions of this investment have already been conveyed to the shareholders (vide notice of the Extra Ordinary General Meeting dated June 07, 2007. shareholders can still view said notice in website of the company www.sibl.com.pk). The company has also taken approval of the SECP of the above said investment.
The approval of shareholders required in the upcoming AGM is an additional equity investment by US$ 500,000/- as suggested by the concerned regulators of Dubai.
Approval of the shareholders is sought to pass with or without modifications following resolutions as Special Resolutions under section 208 of the Companies Ordinance, 1984:
“RESOLVED THAT the company be and is hereby authorized to make additional equity investment in subsidiary of the company in Dubai by US$ 500,000/- in addition to the equity investment in subsidiary of the company in Dubai of US$ 500,000/- as already approved by the shareholders in Extra Ordinary General Meeting of the company held on June 29, 2007.”
“RESOLVED FURTHER THAT after additional equity investment of US$ 500,000/- the total equity investment in the 100% fully owned subsidiary of the company in Dubai upto US$ 1,000,000/- be and is hereby approved.”
“RESOLVED FURTHER THAT the company be and is hereby authorized to issue letter of support (in the form of Subordinated, Convertible loan) to the company’s subsidiary in Duabi (if required), and to execute all documents and take all necessary and appropriate actions on behalf of the Company
“RESOLVED FURTHER THAT the company is authorized to take all appropriate steps and execute all necessary documents in connection with the establishment of 100% fully owned subsidiary in Dubai including coordination with SECP.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all the acts, deeds and things necessary to implement this Resolution and also empowered to make amendments/ modifications to the Resolutions as may be required and such amendments / modifications shall also be deemed as having been approved by the shareholders.”
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