June 7, 2004

Sibl

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given to all shareholders that Extra Ordinary General Meeting of Security Investment Bank Limited will be held at Flat No. 4, 3^rd Floor, Al-Baber Centre, Main Markaz, F-8, Islamabad, on Friday, June 29, 2007 at 9.00 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To elect Directors in accordance with the provisions of section 178 of the Companies Ordinance, 1984 for a term of three years commencing from the date of their appointment. As decided by the Board of Directors, the number of Directors to be elected would be seven. The names of the present Directors retiring at the Extra Ordinary General Meeting are as follows :

1. Mr. Khursheed K. Marker

2. Haji Jan Muhammad

3. Haji Abdul Rauf

4. Mr. Maqbool H. H. Rahimtoola

5. Mr. Muhammad Younus Abdul Aziz Tabba

6. Mr. Muhammad Iqbal Kasbati

7. Mr. Muhammad Saleem Rathod

SPECIAL BUSINESS:

2. To consider and approve the increase in Authorized Share Capital from Rs.500,000,000 (Rupees: Five Hundred Million only) to Rs.1,000,000,000/- (Rupees: One Billion only), and to amend the Clause V of the Memorandum of Association of the Company accordingly.

3. To consider and approve equity investment of US$ 500,000/- in proposed subsidiary abroad, to make it 100% fully owned subsidiary of the Company.

4. To consider and approve the investment of Rs.100,000,000/- (Rupees: One Hundred Million only) in 10,000,000 unquoted shares of 100% fully owned subsidiary of the company M/s. SIBL Exchange Company (Private) Limited, subject to approval from Securities & Exchange Commission of Pakistan.

5. To approve the annual remuneration to be paid to the Chief Executive Officer.

ANY OTHER BUSINESS

6. To transact any other business with permission of the chair.

BOOK CLOSURE

The share transfer books of the company will remain closed from 23^rd day of June 2007 to 29^th day of June 2007 (both days inclusive). Transfers received in order at the office of the share registrar of the company by the close of business on 22^nd day of June 2007 will be treated in time.

By order of the Board

Muhammad Amin Khatri

Company Secretary

Islamabad

Dated: June 7, 2007.

NOTES:

1) Any person who seeks to contest election of the office of Director shall file with the company at its registered office not later than fourteen days before the date of the meeting, a notice of his intention in term of section 178 (3) of the Companies Ordinance, 1984, along with form for approval of Directors as required under Prudential Regulations for NBFCs (Circular No. 2 of 2004 dated January 21, 2004) and all required documents including the affidavit and declaration.

2) 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.

3) Members are requested to promptly communicate to the company any change in their addresses.

4) 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 UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984

This statement sets out the material facts concerning the special business, given in agenda items, to be transacted at the Extra Ordinary General Meeting of the company to be held on 29^th day of June 2007.

1. INCREASE IN AUTHORIZED SHARE CAPITAL

Currently the authorized share capital of the company is Rs.500 million only whereas the paid capital is Rs.428.613 million. Since the company is in process of expanding its business through its diversification plans and in order to create more room for the further issue of bonus shares / right shares to meet the funding requirements of the company, approval of the shareholders is sought for the increase in authorized share capital of the company upto Rs.1 billion by passing the following resolutions as Special Resolutions, subject to any amendments as may be approved by the Shareholders

“RESOLVED that the Authorized Share Capital of the company be and is hereby increased from Rs.500,000,000 (Rupees: Five Hundred Million only) to Rs.1,000,000,000/- (Rupees: One Billion only).”

“RESOLVED FURTHER that the Clause V of the Memorandum of Association of the Company be and is hereby amended as under.

V “The authorized capital of the Company is Rs. 1,000,000,000 (Rupees: One Billion Only) divided into 100,000,000 (One Hundred Million) ordinary shares of Rs.10/- (Rupees Ten) each. The Company shall have powers to increase, reduce or re-organize the capital of the Company and divide shares in the capital for the time being into several classes constituting ordinary shares in accordance with the provisions of the Companies Ordinance, 1984.”

2. EQUITY INVESTMENT IN SUBSIDIARY ABROAD

The terms and conditions of investment are given below:

Name of the Company		Security Investment Bank (Dubai) Ltd. (Proposed)
Nature, amount and extent of the equity investment		Investment in the Capital to the extent of US$ 500,000/-
Average market price of the shares intended to be purchased during preceding six months		Not applicable – this would be initial investment.
Break-up value of shares intended to be purchased on the basis of last published financial statements		Not applicable- this would be initial investment
Price at which units will be purchased		Investment in the Capital to the extent of US$ 500,000/-.
Sources of funds		Out of surplus funds available
Earning per share of the investee company in last three years		Not applicable
Period for which investment will be made		Not applicable being equity investment
Purpose of investment		-To make strategic investment fetching good return. -To diversify business of the company. -To explore international market
Benefits likely to accrue to the company and its shareholders from the proposed investment		We expect sound earnings for our Investment. The company and its shareholders will be benefited of attractive return on investment in form of dividend.
Interest of directors and their relatives in the investee company		The directors have no personal interest in the above matter, except that some of the directors may possibly be on the Board of the proposed subsidiary.

Approval of shareholder 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 equity investment of US$ 500,000/- in proposed subsidiary abroad, in line with the approval of competent authorities, to make it 100% fully owned subsidiary of M/s. Security Investment Bank Ltd.

“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.”

“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.”

3. INVESTMENT IN 100% FULLY OWNED SUBSIDIARY

a) Approval of shareholders is sought for making investment of Rs. 100 million in 10,000,000 unquoted ordinary shares of Rs.10/- each of 100% fully owned subsidiary of the company M/s. SIBL Exchange Company (Private) Limited, subject to approval from the Securities & Exchange Commission of Pakistan.

b) This investment is being made to comply with the requirement of Regulation No.3 of Annexure II annexed to the F.E. Circular No. 9 of State Bank of Pakistan dated July 30, 2002 for Foreign Exchange Companies.

c) The Directors of the company have no interest in the Special Business.

For this purpose, it is intended to propose the following resolution to be passed:

“RESOLVED THAT the company be and is hereby authorized to invest an amount of Rs. 100,000,000/- (Rupees : Hundred Million only) in 10,000,000 (Ten Million) ordinary shares of Rs.10/- each of 100% fully owned subsidiary of the Company M/s. SIBL Exchange Company (Private) Limited, subject to approval from the Securities & Exchange Commission of Pakistan.”

4. REMUNERATION OF CHIEF EXECUTIVE OFFICER

Approval of the shareholders is sought for the annual remuneration to be paid to the Chief Executive Officer of the company. For this purpose, it is intended to propose the following resolution to be passed:

“RESOLVED THAT the company be and is hereby authorized for payment of remuneration to Chief Executive for total amount not exceeding as per terms and conditions of employment approved by the Board, subject to increments, bonuses, adjustments and other entitlements as may be granted at any time and from time to time by the Board of Directors of the company.”

4. INTEREST OF DIRECTORS

Directors or any of their relatives are not interested in the Special Business except to the extent of their shareholding in the company.