The Karachi Stock Exchange (Guarantee) Limited’s notice of extra ordinary general meeting of GlaxoSmithKline Pakistan Limited
Karachi: Extract from the Minutes of Extraordinary General Meeting of GlaxoSmithKline Pakistan
Limited held on Tuesday, November 30, 2010 at the Beach Luxury Hotel, Karachi.
1. Resolved That subject to the sanction of the High Court of Sindh at Karachi Stifle Laboratories Pakistan (Private) Limited be and is hereby merged and amalgamated with and into GlaxoSmithKline Pakistan Limited in accordance with the Scheme of Arrangement for Amalgamation to be sanctioned by the High Court of Sindh at Karachi.
2. Resolved That the Scheme of Arrangement for Amalgamation between Stifle Laboratories Pakistan (Private) Limited and its members and GlaxoSmithKline Pakistan Limited and its Members, considered by this meeting and initialed by the Chairman of this meeting for purposes of identification, be and is hereby approved, adopted and agreed.
3. Resolved That the valuation and swap ratio calculated by Delete Chartered Accountants, pursuant to their certificate dated July 26, 2010 and as recommended by the Board of Directors of GlaxoSmithKline Pakistan Limited be and is hereby approved, and the issuance of 144. 52 ordinary shares of the GlaxoSmithKline Pakistan Limited to be issued to the shareholders of Stifle Laboratories Pakistan (Private) Limited in exchange for every one (1) ordinary share of Stifle Laboratories Pakistan (Private) Limited held by them be and is hereby approved.
4. Resolved That Mr. Shahid M. Qureshi being the Legal, Corporate Affairs, Industrial Relations, Administration and Regulatory Affairs Director/Company Secretary of GlaxoSmithKline Pakistan Limited, be and is hereby authorized to take all steps necessary, ancillary and incidental by GlaxoSmithKline Pakistan Limited for the completion of the amalgamation of Stifle Laboratories Pakistan (Private) Limited with and into GlaxoSmithKline Pakistan Limited, including but not limited to:
(i) Make such alteration and modification in the Scheme of Arrangement for Amalgamation as may be required from time to time:
(ii) take such other steps and execute such other documents as may be necessary or expedient for the purpose of giving effect to the spirit and intent of the above resolutions; and
(iii) generally to submit all such documents as may be required by the Securities and Exchange Commission of Pakistan or the High Court of Sindh at Karachi in relation to the amalgamation, executing all such certificates, applications, notices, reports, letters and any other document or instrument including any amendments or substitutions to any of the foregoing as may be required in respect of the amalgamation or any action incidental thereto.
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