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Karachi, March 04, 2013 (PPI-OT): Enclosed please find a copy of the Notice of the Annual General Meeting of the Company to be held on Thursday, March 28, 2013 for circulation amongst your members.
Notice of Annual General Meeting
Notice is hereby given that the Sixty-Fourth Annual General Meeting of Wyeth Pakistan Limited will be held at the Registered Office of the Company, S-33, Hawkes Bay Road, S.I.T.E. Karachi at 12:30 p.m. on Thursday, March 28, 2013 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 November 30, 2012.
2. To approve and declare dividend for the year ended November 30, 2012. The Directors have recommended the payment of a final dividend of 80%, that is, Rs.80 per share of Rs.100 each, for the year ended November 30, 2012 payable to those Members whose names appear on the Register of Members as at March 20, 2013.
3. To appoint Auditors for the year ending November 30, 2013 and to authorize the Board to fix their remuneration.
Special Business:
4. To amend the Articles of Association of the Company and for this purpose to pass the following resolution as a Special Resolution:
Resolved as and by way of a special resolution That the Articles of Association of the Company be altered by substituting for Article 69, the following new Article 69:
69. The qualification of an elected Director, in addition to his being a Member, where required, shall be his holding shares of the nominal value of Rs. 5,000 at least in his own name, but a Director representing the interests of a member or Members holding shares of the nominal value of Rs. 5,000 at least shall require no such share qualification. A Director shall not be qualified as representing the interests of a Member or Members holding shares of the requisite value unless he is appointed as such representative by the Member or Members concerned by notice in writing addressed to the Company specifying the shares of the requisite value appropriated for qualifying such Director. Shares thus appropriated for qualifying a Director shall not, while he continues to be such representative, be appropriated for qualifying any other Director. A Director shall acquire his share qualification within two months from the effective date of his appointment.
Notes:
1. The Share Transfer Books of the Company will remain closed from March 21, 2013 to March 28, 2013 (both days inclusive).
2. A member entitled to attend and vote at the above meeting shall be entitled to appoint another person, as his/her proxy to attend, demand or join in demanding a poll, speak and vote instead of him/her. A proxy so appointed shall have such rights, as respects attending, speaking and voting at the meeting as are available to a member. A proxy must be a member of the Company. The completed Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.
3. In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted along with proxy form to the Company.
4. Members are requested to promptly communicate to the Company’s Registrar, THK Associates (Pvt.) Ltd., Ground Floor, State Life Building No.3, Dr. Ziauddin Ahmed Road, Karachi-75530, of any change in their addresses.
5. CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan:
A. For Attending the Meeting
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 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 as per the above requirement.
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 the meeting.
v) In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
6. Statement as required under Section 160(1) (b) of the Companies Ordinance, 1984 is being sent to the members, along with a copy of this notice.
For more information, contact:
S.M. Wajeehuddin
Company Secretary
Wyeth Pakistan Limited
S-33, Hawks Bay Road, S.I.T.E.,
P. O. Box 167, Karachi – Pakistan
Tel: 32354651-60
UAN: 111 777 333
Fax: +92 (0) 21-3235-4681
E-mail: wyethpak@wyeth.com