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Karachi, August 10, 2012 (PPI-OT): With pursuant to the Listing Regulation of Karachi Stock Exchange, every listed Company is required to send copies of all notices prior to their publication in newspaper and dispatch to the shareholders. In this regard please find attached the notice of EGM to be published in newspaper. You are requested accord approval for publishing the attached notice of EGM. We shall be thankful.
Notice of Extraordinary General Meeting
Notice is hereby given that 12th extraordinary General Meeting of Trust Investment Bank Limited will be held on Wednesday, September 05, 2012 at 11:00 a.m. at Maisonette Hotel, 51-C-2, Gulberg III, Ghalib Road, Lahore to transact the following business:
A- Ordinary Business
1. To confirm the minutes of 20th Annual General Meeting held on October 29, 2011.
B- Special Business
2. To consider, and if deemed fit, to pass the following resolutions as Special Resolutions with or without any modifications, addition or deletion:
Resolved
By way of special resolution that consent and approval be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for acquisition of 67,100,550 ordinary shares of Tricon Developers Limited from Mr. Asif Kamal, being investment/placement available for issuance of shares of Trust Bank.
Resolved Further
By way of special resolution that consent and approval be and is hereby accorded for acquisition of 51% shares of Tricon Developers Limited in order to make the Tricon as subsidiary o Trust Investment Bank Limited and transaction shall be recorded in annual accounts of Trust Investment Bank Limited for the period ended June 30, 2012.
Resolved Further
That the aforesaid special resolutions shall be subject to any amendment, modification, addition or deletion as may be deemed appropriate and as approved by the shareholders or as may be suggested, directed and advised by the Securities and Exchange Commission of Pakistan which suggestion, direction and advise shall be deemed to be part of this special resolution without the need of the shareholders to pass a fresh Special Resolution.
Resolved Further
That Chief Executive Officer and Company Secretary of the Bank be and is hereby authorized and empowered on behalf of the Bank to take all steps and actions necessary, ancillary and incidental for acquisition of 67,100,550 ordinary shares of Tricon Developers Limited from Mr. Asif Kamal, being investment/placement available for issuance of shares of Trust Investment Bank Limited Limited in order to make the Tricon Developers Limited as subsidiary of Trust Investment Bank Limited and take such other steps and sign and execute such other documents including agreements, deeds and things as may be necessary or expedient for the purpose of giving effect to the spirit and intent of this special resolution including amendments and modifications of any notice, instruments and other documents as may be deemed necessary or required/ suggested by the regulatory bodies.
Resolved Further
That the Chief Executive Officer and the Company Secretary be and are hereby authorized to complete any and all necessary corporate and legal formalities required in this regard.
3. To transact any other business with the permission of the Chair.
Notes:
1) The share transfer books of the Bank will remain closed from August 29, 2012 to September 05, 2012. (Both days inclusive).
2) A member of the Bank entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend and vote in his/her place. Proxies in order to be effective must be received at the registered office of the Bank, duly stamped and signed, not less than 48 hours before the time of the meeting.
A) For Attending the Meeting:
i) In case of individuals, the account holder or sub-account holder shall authenticate his identity by showing his original CNIC or original passport along with Participant’s II) number and their account numbers at the time of attending the meeting.
ii) In case of Corporate entity, the board of director’s 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) The member entitled to attend the meeting is entitled to appoint a proxy to attend for him/her. No person shall act as a proxy, who is not a member of the Bank except corporate entity may appoint a person who is not a member.
ii) The instrument appointing a proxy should be signed by the members or his/her attorney duly authorized on writings. If the member is a corporate entity, its common seal is should be affixed on the instrument.
iii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
iv) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
v) The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
vi) In case of corporate entity, the Board of Director’s resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Bank.
Statement under Section 160 (1) (b) of the Companies Ordinance, 1984
The Board of Directors of the Bank in their approval by circulation dated June 20, 2012 accorded approval for acquisition of 67,100,550 ordinary shares of Tricon Developers Limited from Mr. Asif Kamal, being investment/placement available for issuance of shares of Trust Investment Bank Limited in order to make the Tricon Developers Limited as subsidiary of Trust Investment
Bank Limited.
Statement under Section 160(1) (b) of the Companies Ordinance, 1984 in Compliance with the
SRO 865 (I)/2000 dated December 06, 2000.
1. Name of associated Company
Tricon Developers Limited
2. Nature, amount and extent of Investment
The acquisition of 67,100,550 ordinary shares of Tricon Developers Limited from Mr. Asif Kamal, being investment/placement available for issuance of shares of Trust Investment Bank Limited
3. Average Market Price of the shares intended to be subscribed during preceding six months
Not applicable as Tricon Developers Limited is not a listed company.
4. Break-up value of shares as at June 30, 2011
Rs. 11.72/- per share based on audited accounts for the year ended June 30, 2011.
5. Price at which shares will be purchased/exchanged
Rs. 10/- each or otherwise as recommended or approved by SECP
6. Earning / (loss) per share of the investee company:
June 30, 2010 Rs.1.26/ per share
June 30, 2011 Rs.0.59/ per share
7. Sources of funds from where shares will be purchased
Not applicable because shares are being acquired for placement available/for issuance of shares.
8. Period for which investment will be made
The shares will be converted in ordinary shares of Trust Investment Bank Limited.
9. Purpose of transaction
To acquire 51% shares of Tricon Developers Limited for making Tricon as subsidiary of the Bank
10. Benefit likely to accrue to the shareholders from the proposed investment
The equity of the Bank shall be strengthen and Bank shall become equity compliant and it may increase dividend earnings and capital appreciation since it is expected that shares in the investee company will generate reasonable profits in future.
11. Interest of directors and their relatives in the associated company
The shares of Tricon Developers Limited are being acquired from Mr. Asif Kamal, Chairman, of the Bank. The shares shall be placed as investment/ available or issuance of shares.
The other Directors of the Bank and their relatives have no interest in the, above associated company except to the extent of their shareholding.
For more Information, contact:
Awais Yasin
Company Secretary
Trust Investment Bank Limited
23-D/1 -A, Gulberg III, Lahore, Pakistan:
UAN: +92-42-111-665-462
Tel: +92-42-3577 1091-3,
Fax: +92-42-3578 3005,
E-mail: info@trustbank.com.pk
Website: www.trustbank.com.pk