Karachi: We enclose the Notice of 70th Annual General Meeting to be published in Newspaper (Business Recorder and Jang) as on March 02, 2012 for your information.
The Commissioner Enforcementand Monitoring Division, Securities and Exchange Commission of Pakistan, MC Building Jinnah Avenue, Islamabad
Notice of Annual General Meeting
Notice is hereby given that 70th Annual General Meeting of Habib Bank Limited will be held on Saturday, March 24, 2012 at 9.00 a.m. at the HBL Auditorium, Ground Floor, Habib Bank Tower, Jinnah Avenue, Islamabad to transact the following business:
1. To receive, consider and adopt the Audited Accounts (consolidated and unconsolidated) of the Bank for the year ended December 31, 2011, together with the Reports of the Directors and Auditors thereon.
2. To appoint Auditors for the term ending at the conclusion of the next Annual General Meeting and to fix their remuneration. The retiring Auditors Ernst and Young, Ford Rhodes Sidat Hyder, Chartered Accountants, being eligible, have offered themselves for reappointment.
3. To approve payment of a Final Cash Dividend of Rs. 4/- per share, i.e., 40%, to those who are Shareholders as at close of business on March 16, 2012, in addition to the 30% Interim Cash Dividend (i.e., Rs. 3 per share) already paid, as recommended by Directors.
4. To elect 7 Directors of the Bank, as fixed by the Board of Directors of the Bank under the provisions of Section 178 of the Companies Ordinance 1984, for a period of 3 years, commencing from March 27, 2012. The retiring Directors are:
i. Mr. Sultan Ali Allana
ii. Mr. R. Zakir Mahmood
iii. Mr. Moez Ahamed Jamal
iv. Mr. Sajid Zahid
v. Mr. Ahmed Jawad
vi. Mr. Mushtaq Malik
vii. Mr. Sikandar Mustafa Khan
5. To authorize the issuance of Bonus Shares in proportion of 10 shares for every 100 shares held, that is at the rate of 10%, to those Shareholders whose names appear in the register of members at close of business on March 16, 2012 and to approve the disposal of fractional shares created out of the issuance of bonus shares.
6. To consider and, if thought fit, to approve an increase in the authorized capital of the Company from Rs. 13.8 billion to Rs. 30 billion by the creation of 1,620 million ordinary shares of Rs. 10 each and to accordingly amend Article V of the Memorandum of Association.
The aforesaid amendment shall be implemented once all regulatory approvals are in place.
7. To re-confirm the remuneration/fee payable to the newly elected Non-Executive Directors and Chairman of the Bank on the same terms and conditions as earlier approved in the 68th Annual General Meeting held on March 27, 2010.
A Statement of Material Fact under Section 160(1)(b) of the Companies Ordinance 1984 relating to the aforesaid Special Business to be transacted at the said Annual General Meeting has been despatched to the Shareholders of the Bank along with the Annual Report for the year ended December 31, 2011.
Any Other Business:
8. To consider any other business with the permission of the Chair.
1) The Share Transfer Books of the Bank will be closed and no transfer will be accepted for registration from March 17, 2012 to March 24, 2012 (both days inclusive).
2) A Member, entitled to attend, speak and vote at the General Meeting is entitled to appoint another person as his/her proxy to attend, speak and vote instead of him/her and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the General Meeting as are available to the Member. Proxy Forms, in order to be effective, must be received at the Registered Office of the Bank not less than 48 hours before the Meeting. The proxy for an individual Shareholder needs to be a Member of the Bank.
3) Members are requested to notify us immediately of any change in their Registered Address currently available with us.
4) The Office of the Registrar of the Bank is located at Messrs THK Associates (Pvt.) Ltd., Ground Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi.
5) Members who have not yet submitted photocopy of their Computerized National Identity Cards (CNIC) to the Company are requested to send the same at the earliest.
CDC Account Holders wilt further have to follow the under mentioned guidelines as laid down in Circular 1 dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan:
A. For Attending the Meeting:
i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original Computerized National Identity Card (CNIC), or original passport at the time of attending the meeting. CDC Account Holders are also requested to bring their CDC participant ID numbers and account number.
ii) In case of a corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
B. For Appointing Proxies:
i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement (note 2 above).
ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers 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 original CNIC or original passport at the time of the meeting.
v) In the case a corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature of the proxy holder shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
For more information, Contact:
Habib Bank Limited
12th Floor, HBL Plaza,
I. I. Chundrigar Road Karachi.