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Karachi, June 01, 2012 (PPI-OT): Please find enclosed a copy of the notice of Extraordinary General Meeting and Form of Proxy of Pak Datacom Limited (PAKD) to be held on June 21, 2012 for your record and necessary action;
Notice of Extraordinary General Meeting
Notice is hereby given that Extraordinary General Meeting of Pak Datacom Limited will be held on Thursday, June 21, 2012 at 11.00 a.m. at Telecom Foundation Headquarters, 1st Floor, TF Complex, 7: Mauve Area, G-9/4, Islamabad to transact the following business;
Ordinary Business
1. To confirm the minutes of the 19th Annual General Meeting held on October 21, 2011.
Special Business
2. To consider and, if thought fit, to pass the following resolution as special resolution with or without modification;
“Resolved that”
a) the Authorized Share Capital of the Company be and is hereby increased from Rs. 100,000,000 divided into 10,000,000 shares of Rs. 10/- each to Rs. 1,000,000,000 divided into 100,000,000 shares of Rs. 10/- each by the creation of 90,000,000 additional Ordinary Shares at a nominal value of Rs. 10/- each to rank pari passu in every respect with the existing shares of the Company.
b) the Memorandum and Articles of Association of the Company be and are hereby altered for the increase in Authorized Share Capital from Rs. 100,000,000 to Rs. 1,000,000,000 by substituting clause V of the Memorandum of Association and clause 5 of the Articles of Association as under;
Memorandum of Association:
V. The authorized share capital of the Company is Rs. 1,000,000,000/- divided into 100,000,000 ordinary shares of Rs. 10/- each with the rights, privileges and conditions attaching thereto as are provided by the regulations of the Company for the time being, with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being into several clauses and subject to any permission required under the law.
Articles of Association
5. The authorized share capital of the Company is Rs. 1,000,000,000 (Rupees one billion) divided into 100,000,000 ordinary shares of Rs. 10/- each.
c) that the Chief Executive and/ or Company Secretary be and is / are hereby authorized to give effect to this resolution and to do or cause to do all acts, deeds and things that may be necessary or required in connection with the above resolution.”
3. To transact such other business as may be placed before the meeting with the permission of the Chair.
Notes:
1. Share Transfer Books of the Company will remain closed from June 14, 2012 to June 21, 2012 (both days inclusive).
2. A member entitled to attend and vote at the meeting is entitled to appoint another member as proxy. Proxies in order to be effective must be received at the Head Office of the Company not less than 48 hours before the meeting and must be duly stamped, signed and witnessed.
3. Shareholders are requested to promptly notify in writing to The Company of any change in their address, The Members who have not yet submitted a photocopy of the valid Computerized National Identity Cards to the Company are requested to send the same at the earliest directly to our Share Registrar.
4. Attendance of Members who have deposited their shares into Central Depository Company of Pakistan Limited shall be in accordance with the following:
a) In Person:
i) Individuals must bring their participant’s ID number and account/ sub-account number along with original Computerized National Identity Card (CNIC) or original Passport at the time of attending the Meeting.
ii) In the case of a corporate entity, presentation of a Board of Directors’ Resolution/ Power of Attorney with specimen signatures of the nominee at the time of the Meeting.
b) By Proxy:
1) In case of individuals, the submission of the proxy form as per the requirement notified in Note 2 above.
ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be on the form.
ii) Attested copies of CNIC or the passport of the beneficial owners and 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 case of a corporate entity, the Board of Directors’ Resolution/ Power of Attorney with specimen signatures shall be submitted with the proxy form of the Company.
5. Statement Under Section 160 of the Companies Ordinance, 1984
This statement sets out material facts concerning the special business to be transacted at the Extraordinary General Meeting to be held on June 21, 2012.
Increase in Authorized Share Capital
The present Authorized Share Capital of the Company is Rs. 100,000,000 divided into 10,000,000 shares of Rs.10/- each. In order to provide the Company with adequate leverage to consider the future issue of shares for meeting expected requirements to finance the upcoming projects and capital expenditure in the years to come, the Board of Directors have recommended an increase in the Authorized Share Capital. They have proposed to increase the Share Capital of the Company from existing share capital of Rs. 100,000,000 divided into 10,000,000 shares of Rs. 10/- each to Rs.1,000,000,000 divided into 100,000,000 shares of Rs. 10/- each. For this purpose a Special Resolution is proposed to be approved in the forthcoming Extraordinary General Meeting.
For more information, Contact:
Syed Sajjad Hassaan
Company Secretary
Pak Datacom Limited
3rd Floor, Umar Plaza,
Blue Area, Islamabad, Pakistan
T: + 92 51 2872691
F: + 92 51 2823270
Website: www.pakdatacom.com.pk