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NOTICE OF
MEETING Notice is hereby given that the Ninth Annual
General Meeting of the Shareholders of ORIX INVESTMENT BANK PAKISTAN LIMITED
will be held at 9:30 a.m. on Saturday, October 23, 2004 at Overseas Investors
Chamber of commerce Building, Talpur Road, Karachi to transact the following
business: Ordinary
Business 1.
To
receive, consider and adopt the audited financial statements together with the
Directors' and Auditors' reports for the year ended June 30, 2004. 2.
To
approve the payment of cash dividend to the shareholders at the rate of Rs. 1/-
per share of Rs. 10/- each for the year ended June 30, 2004. 3.
To
appoint auditors and fix their remuneration for the year ending June 30,
2005. The present auditors, Ford Rhodes
Sidat Hyder & Co., Chartered Accountants, retire and being eligible, offer
themselves for re-appointment. Special
Business (Statement Attached) 4.
To
approve the issue of bonus shares in the ratio of one share for every ten
shares held (10%) as recommended by the Board of Directors. 5.
To
approve the remuneration of Chairman and the Chief Executive. 6.
To
seek the consent of shareholders for transmission of quarterly accounts through
Company website instead of circulating the same by post to the members in
compliance with section 245 of the Companies Ordinance, 1984 and Securities
& exchange Commission of Pakistan's Circular No. 19 of 2004. 7.
To
consider any other business with the permission of the Chair. By
Order of the Board Karachi Intisar
H. Alvi September 28, 2004 Company
Secretary NOTES: 1.
The
Members' Register will remain closed from October 16, 2004 to October 23, 2004
(both days inclusive). Transfers received in order at the office of the share
registrar of the Company by the close of business on October 15, 2004 will be
treated in time for the entitlement of dividend payment. 2.
A
Member entitled to attend and vote at the General meeting of Members is
entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need
not be a Member of the Company. 3.
The
instrument appointing a proxy and the power of attorney or other authority,
under which it is signed or a notarially certified copy of the power of
attorney must be deposited at the office of Share Registrar of the Company,
Noble Computer Services (Pvt) Ltd., 2nd Floor, Sohni Centre, BS 5
& 6, Main Karimabad, Block-4, Federal B. Area, Karachi at least 48
hours before the meeting. A form of
proxy is enclosed. 4.
CDC
account holders will further have to follow the under mentioned guidelines as
laid down in Circular No. 1 dates January 2, 2000 of the Securities &
Exchange Commission of Pakistan for attending the meeting. a.
In
case of individuals, the account holder or sub-account holder and/or the person
whose securities are in the group account and their registration details are
uploaded as per the regulations, shall authenticate his/her identity by showing
his/her original National Identity Card (NIC) or original passport at the time
of attending the meeting. The shareholders registered on CDS are also required
to bring their participant I.D. numbers and account numbers in CDS. b.
In
case of 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 meeting. NOTICE OF
MEETING 5.
Shareholders
are requested to notify any change in their addresses immediately. Statement pertaining to Special business and Related Draft
Resolutions Under Section 160 (1) (b) of the Companies Ordinance, 1984: Material facts concerning
the special business to be transacted at Annual General Meeting and the
proposed resolutions related thereto are given below: ITEM NO. 4 OF AGENDA - Issuance of bonus shares The Directors are of the
view that the Company's financial position justifies the capitalisation of Rs.
30 million from Unappropriated profits and reserves of the Company to enable a
bonus issue in proportion of one share for every ten shares held. It is
therefore proposed to pass the following ordinary resolution. "Resolved that: A sum of Rs. 30 million to
be capitalised out of the free reserves of the Company and applied for the
issue of 3 million ordinary shares of Rs. 10/- each and allotted as fully paid
up bonus shares to the members of the Company, who are registered in the books
of the Company as at the close of business on October 15, 2004, in the
proportion of one share for every ten shares held and that such new shares
shall rank pari-passu with existing ordinary shares of the Company but shall
not be eligible for dividend in respect of the year ended June 30, 2004. Further resolved that in
the event of any member holding shares which are not an exact multiple of ten,
the Directors be and are hereby authorised to consolidate all such fractions of
bonus shares and sell them in the market and distribute the net proceeds
amongst the shareholders in proportion to their respective entitlement," ITEM NO. 5 OF AGENDA - Remuneration of the Chief Executive
and the Chairman Shareholders' approval is
required for the holding of office of profit by any of the Directors as well as
of their remuneration. It is, therefore, proposed to pass the following as an
Ordinary Resolution: "Resolved that: Approval is hereby given
for the holding of office of profit with the Company by the Chairman and Chief
Executive, namely, Mr. Kunwar Idris and Mr. Naim Farooqui and for payment of
remuneration amounting in aggregate to Rs. 6.375 million actual for the year
ended June 30, 2004, and Rs. 7.065 million estimated for the year ending June
30, 2005 together with other benefits in accordance with rules of the Company." The Directors are
interested to the extent of the remuneration payable to them individually. ITEM NO 6. OF AGENDA - Transmission of quarterly accounts
through company website The Securities &
Exchange Commission of Pakistan vide Circular No. 19 of 2004 has allowed the
listed companies to place the quarterly accounts on their websites instead of
sending the same to the shareholders by post. We appreciate this decision,
which would ensure prompt disclosure of information to the shareholders,
besides saving of costs associated with printing and dispatch of the accounts
by post. The company is maintaining
a website www.orixbank.com and latest accounts
are already being placed there for information of the shareholders and the
general public. Prior permission of the Securities & Exchange Commission of
Pakistan would be sought for transmitting the quarterly accounts through
company website after approval of the shareholders. The Company, however, will
supply the printed copies of accounts to the shareholders on demand at their
registered address free of charge. The consent of the shareholders is sought
for the above and if deemed appropriate the following resolution may be passed. "Resolved that: The Company is hereby
authorised to place its quarterly accounts on its website instead of sending
the same to the members by post, subject to compliance with the Securities
& Exchange Commission of Pakistan's Circular No. 19 of 2004." |
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