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Karachi, December 10, 2012 (PPI-OT): Please find enclosed a copy of the extract of special resolutions passed by shareholders in the Extraordinary General Meeting Held at 9.00 A.M. on November 23, 2012 at Regent Plaza Hotel and Convention Centre, Shahra-e-Faisal, Karachi.
Extract of Special Resolutions Passed by Shareholders in the Extraordinary General Meeting Held at 9.00 A.M. on November 23, 2012 at Regent Plaza Hotel and Convention Centre, Shahra-e-Faisal, Karachi.
1. Resolved by Way of Special Resolution That:
a) “Resolved by way of Special Resolution under Section 208 of the Companies Ordinance, 1984, that the nature of investment approved vide Special Resolution passed on September 29, 2007 in the Preference Shares of Azgard Nine Limited (“ANL”) be and are hereby altered to convert the redemption proceeds of the Preference Shares into a fresh issue of Privately Placed Term Finance Certificates of ANL under Section 120 of the Companies Ordinance, 1984, having a tenor of 8 years, of aggregate face value of Rs. 326,456,184 and carrying a profit @ 11% per annum (which shall become effective from the date of passing of this Special Resolution).
b) Resolved Further That the terms and conditions of the settlement with ANL as captained in the Settlement Agreement dated October 22, 2012 (to become effective only after passing of this Special Resolution), be and are hereby approved for implementation.
c) Resolved Further That Mr. Muhammad Kamran Nasir the Chief Executive Officer of the Company be and is hereby authorized to execute jointly either with Mr. Ilyas Ahmed, the Head of Risk Management and Compliance of the Company or Mr. Asad Nasir Assistant Vice President, Corporate Finance of the Company, all agreements and documents (including ancillary documents) for the above purposes, to place Company’s Common Seal thereon and to fulfill all legal and corporate formalities, as may be required under the applicable laws, rules and regulations.”
2. Resolved by way of Special Resolution that:
a) “Resolved That consent and approval are be and hereby accorded under Section 208 of the Companies Ordinance, 1984 to allow the Company to invest upto Rs. 20 million in the 7th TFCs of Jahangir Siddiqui and Company Limited carrying a coupon of 6 month KIBOR plus 2.4% per annum, for a maximum tenor of 4 years, in terms of its role as Market Maker.
b) Further Resolved That Mr. Muhammad Kamran Nasir, Chief Executive Officer of the Company be and is hereby authorized jointly, either with Mr. Asad Nasir, Assistant Vice President, Corporate Finance of the Company or Mr. Ilyas Ahmed, Head of Risk Management and Compliance of the Company, to execute all the documents and to do all acts, matters, deeds and other things as may be necessary to give effect to the above Resolution.”
Certified True Copy
It is hereby certified that the above Special Resolutions were duly passed by the shareholders of the Company in the Extraordinary General Meeting held at 9.00 A.M. on November 23, 2012 at Regent Plaza Hotel and Convention Centre, Shahra-e-Faisal, Karachi and the same has been entered in the minutes book of the company in accordance with the Articles of Association of the Company.
For more information, contact:
S.M. Tariq Nabeel Jafri
Company Secretary
JS Global Capital Limited
6th Floor, Faysal House,
Shahrah-e-Faisal Karachi
Phone: +92 21 111 574 111
Fax: +92 21 3280 0163
Web: www.js.com