Unilever Pakistan Limited’s notice of annual general meeting

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Karachi, March 15, 2013 (PPI-OT): We attach, herewith for your advance information, Notice of Annual General Meeting, which will appear in the following Newspapers on 22 March 2013:

Dawn (English), Karachi, Lahore and Islamabad.
Business Recorder, (English). Karachi.
Jang (in Urdu), Karachi, Lahore, Rawalpindi and Quetta.

The Statement of Material Facts regarding Special Business to be transacted at the Meeting is also attached.

Notice of Annual General Meeting

Notice is hereby given that the 64th Annual General Mating of Unilever Pakistan Limited will be held at Pearl Continental Hotel, Club Road, Karachi, on Tuesday, April 16, 2013, at 11:00 a.m. to transact the following business:

A. Ordinary Business

1. To receive and consider the Company’s Financial Statements for the year ended December 31, 2012, together with the Reports of the Auditors and Directors thereon.

2. To approve and declare dividend (2012) on the Ordinary Shares of the Company. The Directors have recommended a final cash dividend of 566% (or Rs. 283.00 per share) on the Ordinary Shares. Together with the first interim dividend of 130% (or Rs. 65.00 per ordinary share) and second interim dividend of 130% (or Rs. 65.00 per ordinary share) already paid, the total dividend for 2012 will thus amount to 826% (or Rs. 413.00 per ordinary share).

3. To appoint Auditors for the ensuing year, and to fix theft remuneration. (Messrs A.F. Ferguson and Co., Chartered Accountants, retire and being eligible have offered themselves for re-appointment).

B. Special Business

4. To approve the remuneration of Executive Directors including the Chief Executive.

Notice of the AGM and Statements as required by Section 160(1) (B) of the Companies Ordinance 1984 in respect of the special business to be considered at the meeting is being sent to the Members with Annual Report and Financial Statements 2012.]

Notes:

1. The Individual Members who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC) to the Company/Share Registrar, are once again reminded to send the same at the earliest directly to Company’s Share Registrar, Famco Associates (Private) Limited, State Life Building, 1-A, 1st Floor, I.I. Chundrigar Road Karachi.

The Corporate Entities are requested to provide their National Tax Number (NTN). Please give Folio Number with the copy of CNIC/ NTN details. References is also made to the Securities and Exchange Commission of Pakistan (SECP) Notifications SRO 779 (I) dated August 18, 2011, and SRO 831(I) 2012 dated July 05, 2012, which mandates that the dividend warrants should bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate members.

2. Share Transfer Books will be closed from April 10, 2013 to April 16, 2013 (both days inclusive) when no transfer of shares will be accepted for registration. Transfers in good order, received at the office of Company’s Share Registrar M/s Famco Associates (Private) Limited, 1st Floor, State Life Building No. I-A, I.I. Chundrigar Road, Kanchi-74000 by the close of the Business on April 09, 2013 will be treated in time for the purpose of payment of Final Dividend to the transferees.

3. All Members/Shareholders (whether holding Preference or Ordinary Shares) are entitled to attend and vote at the meeting. A Member may appoint a proxy who need not be a Member of the Company.

4. Duly completed instrument of proxy, and the other authority under which it is signed, or a notarially certified copy thereof, must be lodged with the Company Secretary at the Company’s Registered Office (1st Floor, Avari Plaza, Fatima Jinnah Road, Karachi) at least 48 hours before the time of the meeting.

5. Any change of address of Members should be immediately notified to the Company’s Share Registrars, Famco Associates (Private) Limited, State Life Building 1-A (1st Floor), I. I. Chundrigar Road, Karachi.

CDC Account Holders will further have to follow the under-mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan:

For Attending the Meeting:

i) In ease 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/ her identity by showing his/ her original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.

ii) 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 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 accordingly.

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/ her original CNIC or original passport at the time of meeting.

v) In case of corporate entity, the Board of Directors’ resolution/ power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity, shall be submitted along with proxy form to the Company.

Statement under Section 160 (1) (b) of the Companies Ordinance, 1984

Statement in respect of Special Business and related Draft Resolution

This Statement sets out the material facts concerning the Special Business to be transacted at the 64th Annual General Meeting and the proposed Resolution related thereto:

Item 4 of the Agenda-Remuneration of Executive Directors including Chief Executive

For the year 2012 Rs. 94.8 million to the Executive Directors, and Rs. 92.2 million to the Chief Executive.

Estimated for the year 2013: Rs. 108.7 million to the Executive Directors, and Rs. 120.8 million to the Chief Executive, as under:

Chief Executive
Executive Directors’
(Rs. in million)
Managerial Remuneration and Allowances 66.2 71.0
Retirement Benefits 4.0 6.0
Medical 0.3 0.5
Other Expenses – 6.2
—– —–
70.5 83.7
Parent Co.’s Share Based Remuneration 50.3 25.0
—– —–
120.8 108.7

Executive Directors are entitled to use Company maintained car.

Estimated charge for performance based remuneration in the shape of Parent Company’s shares to the executives of the Company.

Estimated for January 2014 to March 2014: Rs. 16.2 million for Executive Directors and Rs. 12.3 million for Chief Executive.

Approval of the Members is required for remuneration for holding their respective office of profit in respect of the CEO and Executive Directors. For this purpose it is proposed that, the following resolution be passed as an Ordinary Resolution:

“Resolved That approval be and is hereby granted for the holding of offices of profit in the Company by the Executive Directors including the Chairman/Chief Executive, and the payment of remuneration to them for their respective periods of service in accordance with the shared service arrangements, their individual contracts and the rules of the Company; amounting in the aggregate to Rs. 187.0 million approximately, actual for the year January-December 2012; Rs. 229.5 million approximately estimated for January to December 2013 which includes variable pay for the year 2012 and Rs. 28.5 million approximately estimated for January to March 2014.”

For more information, contact:
Amar Naseer
Company Secretary
Unilever Pakistan Limited
Avari Plaza, Fatima Jinnah Road,
Karachi-75530
T: +92-21-35660062
F: +92-21-35681705
F: +92-21-35674968