PROCEEDING OF THE EXTRAORDINARY GENERAL MEETING

OF PAKISTAN GERMAN BUSINESS FORUM

HELD AT 1730 HOURS ON 7th AUGUST, 2009

AT THE RESIDENCE OF CONSUL GENERAL OF GERMANY, KARACHI

 

PRESENT FROM THE BOARD OF DIRECTORS:

 

 

1.            Mr. Salahuddin Ahmed                                                                        Member

Chief Executive,

 

2.            Mr. Syed Nadeem Ali Kazmi                                                    Member

Director

 

3.            Mr. Shazad Dada                                                                       Member

Director

 

4.            Dr. Islam Hamid                                                                                     Member

Director

 

5.            Dr. Shahzad Arshad                                                                 Member

Director

 

6.            Mr. Khawaja Jehanzeb                                                                         Member

Director

 

The meeting started with recitation from the Holy Quran and “Dua” for the progress and prosperity of the Pak German Business Forum.

 

Mr. Salahuddin took the Chair and started the proceedings.

 

The Corporate Secretary read the notice convening the meeting.

 

SPECIAL BUSINESS

 

ITEM NO. 1 

ALTERATION IN ARTICLES OF ASSOCIATION  

The following additions, deletions and substitutions in the Articles of Association were approved and adopted by the Shareholders as Special Resolution unanimously and reproduced in the manner as under:

 

1)         Resolved that Article 2 shall be enlarged to include the various categories of members which the Company desires. Accordingly Article 2 shall be read as follows

 

“The number of members with which the Company proposes to be registered is thirteen(13)  but  the  minimum  number  of  members  shall  not  be,  at  any time,  less than  three  (3). However the Directors may, from time to time, whenever the company or the business of the company requires, increase the number of members.  There would be six categories of members.

 

 

PATRON-IN- CHIEF:

 

The Ambassador of the Federal Republic of Germany in Pakistan shall be the Patron-in-Chief of the Company.

 

PATRON:

 

The Consul-General of the Federal Republic of Germany at Karachi shall be the Patron of the Company.

 

Corporate Members:

 

This category shall comprise of German Companies and Pakistan - German Joint Venture Companies duly registered with the Securities & Exchange Commission of Pakistan and/or the State Bank of Pakistan. Such corporate member, through its representative shall have the right to vote and stand for any office of the Company

 

General Members:

 

This category shall comprise of authorised agents of German Companies. Each such member, through an authorised representative, shall have the right to vote and stand for any office of the Company.

 

 

Associate Members:

 

This category shall comprise of trading partners, i.e. importers/exporters of items being traded to Germany or from Germany to Pakistan. Associate members shall have right to vote and stand for election as directors in their category.

 

Honorary Members:

 

The Directors of the Company may extend such a status to anyone whose contribution towards the promotion of Pakistan-German investment is considered exemplary. They would be allowed to participate in the General Meetings as observer”

 

 

2)         Resolved that Article 18 shall be modified to redefine the quorum of general meetings. Accordingly Article 18 shall be read as follows

 

“No business shall be transacted  at any general  meeting unless a quorum of  members representing not less than twenty five  ___________ percent (_25___%) of the total voting power present in person provided that one half of the members present are Corporate Members and/or General Members at  that  time  when  the meeting proceeds to business”

 

3)         Resolved that Article 34 of the Articles of Association be replaced by the following new Article

 

“The number of directors shall be twelve (12). 5 Directors shall be from the Corporate Members, 5 from Corporate Members and 2 from Associate Members.”

 

4)         Resolved that Article 35 be modified and enlarged by modifying subsection (1)(b) and inserting a new subsection (III). Revised Article 35 shall read as follows:

 

“The directors of the company shall be elected in accordance with provisions of sub sections (1) to (4) of section 178 of the Ordinance, in the following manner:

(a)       The directors of the company shall be elected respectively by the members of the company in general meeting;

 

(b)       The directors of the company shall be elected in the following manner.

Corporate Members" & "General Members", can only cast 5 + 5 votes to "Corporate Members" & "General Members", the Corporate Members and General Members cannot cast their votes for "Associate Members". Associate Members can only cast their votes for Associate Members, the Associate Members cannot cast their votes to Corporate Members & General Members;

 

(c)        The candidate who gets the highest number of votes shall be declared elected as director and then the candidate who .gets the next highest number of votes shall be so declared and so on until the total number of directors to be elected has been so elected.

(ii)        If the number of persons who offer themselves to be elected is not more than the number of directors fixed by the directors under sub-section (1) of section 178, all persons who offered themselves shall be deemed to have been elected as directors.

 

(iii)       There shall be a restriction for a person to offer himself to be elected as Director for more than two consecutive terms.  However, he may contest election after a gap of one term.

 

 

5)         Resolved that Article 36 be modified and enlarged by modifying subsection (a). Revised Article 36 shall read as follows:

 

 

            ““(a) Any casual vacancy occurring among the directors may be filled up by directors within thirty days of the vacancy and the person so appointed shall hold office for the remainder of the term of director in whose place he is appointed.  A quorum of not less than 50% of the remaining Directors would be required to hold such a meeting where new director shall be appointed to hold office for remainder of the term.

 

 

            (b) An existing director may, with the approval of the board of directors, appoint an alternate director to act for him during his absence from Pakistan for not less than

 

 

 

 

 

 

 

            three months. The alternate director so appointed shall ipso facto vacate office if and when the director appointing him returns to Pakistan. If any of the Directors or their alternate director does not attend three (03) consecutive Board Meetings, then the Board may pass a resolution to remove such a person from his position as a Director”

 

6)         Resolved that Article 38 be modified and enlarged by modifying the existing text. Revised Article 38 shall read as follows:

 

            “The directors may elect one of their members as the Chairman of the Board and another as Vice-Chairman of the Board, only from the elected Corporate Members & General Members. All directors will be present either in person or through proxy at the meeting where Chairman and Vice-Chairman are being elected. The meeting to elect the Chairman shall be held within fifteen (15) days after the Board has been elected. The Board shall elect as Chairman a director who has already served one term on the Board, however in case there is no such director on the Board who has served one term then the Board may elect any Director as Chairman. The Chairman of the Board shall preside at all meetings of the Board but if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the same or is unwilling to act as Chairman, the Vice Chairman shall preside, in case vice-chairman is also not available or unwilling then directors may choose one of their member to be chairman of the meeting. In case the Chairman resigns mid-term, vice chairman shall automatically become the new Chairman

 

7)         Resolved that Article 41 of the Articles of Association be replaced by the following new Article:

 

“At least five (5) _____ Directors shall constitute a quorum for a meeting of the Board of Directors. Both Chairman and Vice-Chairman should have served one term on the Board to be elected. However, in case there is no such director on the Board who has served one term then the Board may elect any Director as Chairman and Vice Chairman”

 

8.            Further Resolved that the above alterations were made in the Articles of Association of the Company high lighted with yellow liner and presented to this meeting and initialed by the Chairman for the purpose of identification be and are hereby approved and adopted as the Articles of Association of the Company, in place of the existing Articles. 

9.            Further resolved that the new Memorandum & Articles be printed and replaced for the existing ones after getting the same approved by SECP.

 

10.         Further resolved that the necessary returns as required under the Companies Ordinance 1984 be filed with the Registrar of Companies through Company’s Lawyers

 

11.         Further resolved that a letter of facilitation should be issued by the Forum to its legal counsels Sattar & Sattar, Attorneys-At-Law, recognizing their contribution in assisting the Forum on an ongoing basis.  

COMPLETION OF FORMALITIES 

There being no other agenda to discuss the meeting were concluded with the permission of the Chair and with a vote of thanks to the chair. 

 

   _______________________

CHAIRMAN