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Faysal Bank Limited’s notice of 18th annual general meeting

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Karachi, March 07, 2013 (PPI-OT): We enclose herewith newspaper clippings of Daily Business Recorder and Daily Khabrain dated March 7, 2013 (published in Karachi, Lahore and Islamabad editions) regarding publication of the Notice of 18th AGM of Faysal Bank Limited (FABL).

Notice of the Eighteenth Annual General Meeting

Noticed is hereby given that the 18th Annual General Meeting of Faysal Bank Limited (“FBL”) will be held on March 26, 2013 at 8:00 a.m. at Beach Luxury Hotel, Aquarius Hall, M. T. Khan Road Karachi. To transact the following business.

Ordinary Business:

1. To confirm the minutes of the 17th Annual General meeting held on March 26, 2012.

2. To receive and adopt Annual Audited Accounts, Statement of Compliance with Code of Corporate Governance of FBL for the year ended December 31, 2012 together with the Directors and Auditors Reports thereon.

3. To consider and approve 12.5% interim Bonus shares approved by the Board of Directors of the third quarter ended September 30, 2012 issued to the Shareholders on December 12, 2012 now placed for post facto approval by the Shareholders.

4. To appoint External Auditors for the ensuing financial year 2013 at a mutually agreed rate of remuneration. The present Auditors A.F. Ferguson and Co. Chartered Accounts, being eligible, offer themselves for re-appointment.

5. Any other business with the permission of the Chair.

Special Business:

6. To consider and approve FBL’s investment of up to PKR 1.0 billion into certain fund of Faysal Asset management Limited (FAML) as seed money and pas the following Special Resolution as required by Section 208 of the Companies Ordinance 1984 with or without modifications:

“Resolved that subject to all regulatory approvals, investment of FBL up to PKR 1.0 billion as seed money in the funds of FAML an associated company of FBL, be and is hereby approved”.

Further Resolved that for the purpose of giving effect to this Special Resolution; 1) the President and CEO and / or 2) the Acting Company Secretary and / or 3 ) Chief Financial Officer of the Bank be and are hereby singly or jointly authorized to take all necessary actions and do all acts, deeds and things the matter.

7. To approve disposal of traditional shares created out of the issuance of 12.8% Interim Bonus shares by the Bank for the third quarter ended September 30, 2012 on Post facto basis by passing the following resolutions as ordinary resolutions with or without amendments:-

Resolved That:-

In the event of any member holding fraction of a share, the Acting Company Secretary be and is hereby authorized to consolidate each Fractional entitlement and sell it in the stock market and the proceeds of sale (loss expenses) upon realization, be donated to a Charitable “Trust” Waqf Faisal’.

For the purpose of giving effect of the foregoing, the Acting Company Secretary of the Bank be and is hereby authorized to take all necessary actions which may deem fit to realize the fractional sum in respective manner.

8. To approve the remuneration paid to the Chairman, Non Executive and Independent Directors of the Bank for attending Board meeting and meetings of the Board committees for the year ended December 31, 2012 and to pass the following resolutions as an ordinary resolution:

“Resolved that the remuneration paid to the Chairman, Non Executive and Independent Directors of the Bank for attending Board meetings and meetings of the Board Committees as disclosed in note 37 of the Audited Financial Statements of the Bank for the year ended December 31, 2012 be and is hereby approved.

Notes:

1. The Share Transfer Books of the Bank shall remain closed March 21, 2013 to March 28, 2013 (both days inclusive). Transfer received at the Registrar and Share Transfer Agent of the Bank, by the close of business on March 20, 2013 will be treated in time.

2. A member entitled to attend and vote at the Meeting may appoint another Member as per his/he proxy to attend and vote for him/her provided that a corporation may appoint as its proxy a person who is not a member, but is duly authorized by the corporation, Proxies must be received at the Registered Office of the Bank not less than 48 hours before the time of the holding of the Meeting.

3. Members are required to timely notify any change in their address to Bank’s Registrar/Share Transfer Agent M/s. Central Depository Company of Pakistan Limited, CDC House 99-9 Block-B, S.M.C.H.S Main Shahrah-e-Faisal Karachi.

4. CDC Account Holders will further have to follow the under mentioned guidelines as laid down in circular 1 dated January 28, 2000 Issued by the Securities and Exchange Commission of Pakistan.

A. For a 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 detail 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 nomine shall be produced (unless it has been provided earlier) at the time of Meeting.

B. For appointing proxies:

i) In case of individuals the account holder or sub-account holder and for 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 person whose names, addressed 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 from.

iv) The proxy shall produce his/her original CNIC 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.

Statement of Material facts under section 160(1) (b) or the Companies Ordinance 1984 relating to said special business has been dispatched to shareholders along with annual report 2012.

For more information, contact:
Faysal Bank Limited
Faysal House, ST.02, Shahrah-e-Faisal,
Karachi, Pakistan.
UAN: 021 111 747 747
Tel: 021 3279 5200
Fax: 021 3279 5228
Email: www.faysalbank.com

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