United Distributors Pakistan : Notice of Extraordinary General Meeting

The Express Tribune 23-06-23

NOTICE OF

EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting (EOGM) of the shareholders of United Distributors Pakistan Limited ("the Company") will be held on Friday, July 14, 2023 at 16:00, at the Auditorium, Institute of Chartered Accountants of Pakistan (ICAP), Chartered Accountants Avenue, Block-8, Clifton, Karachi, and via video link.

The EOGM is being held to transact the following business:

Ordinary Business

1. To confirm the minutes of the 40th Annual General Meeting held on October 28, 2022.
2. To elect Seven (07) Directors on the Board of Directors (the "Board") of the Company as fixed by the Board under Section 159(1) of the Companies Act, 2017 for a period of three (3) years commencing from July 14, 2023.
   The names of retiring Directors are as follows:

1.	Mr. Ayaz Abdulla	5.	Mr. Saqib Abbas
2.	Mr. Asad Abdulla	6.	Mr. M.A. Samie Cashmiri
3.	Mr. Najmul Hassan	7.	Ms. Samia Zuberi
4.	Mr. M. Salman Husain Chawala

All retiring directors are eligible to offer themselves for re-election. Any person who seeks to contest the election of directors must file a notice of his/her intention to offer himself/herself for election as a director, in terms of Section 159(3) of the Companies Act, 2017, not later than fourteen (14) days before the date of the EOGM.

Special Business

1. To approve the circulation of the Annual audited financial statement to the Members of the Company through QR enabled code and weblink, in accordance with Section 223(6) of the Companies Act, 2017 read with SRO 389(1)/2023 dated March 21, 2023.
2. To transact any other business with the permission of the Chair.

	By Order of the Board
Karachi:	M. Imran Khan
June 23, 2023	Company Secretary
NOTES

1. Closure of Share Transfer Books
   The Share transfer books of the Company will remain closed from July 08, 2023 to July 14, 2023 (both days inclusive). Transfer (if any) should be received at the office of our Registrar M/s. Central Depository Company of Pakistan Limited, CDC House, 99-B,Block-B, S.M.C.H.S, Main Shahrah-e-Faisal, Karachi, latest by the close of business on July 07, 2023.
2. Participation in the EOGM via Physical Presence or through Video Conferencing
   Members whose names are appearing in the Register of Members as of July 07, 2023, are entitled to attend and vote at the EOGM. A Member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote for him/her.
   An instrument of proxy applicable for the EOGM is being provided with the Notice sent to the Members. Further copies of the instrument of proxy may be obtained from the Registered Office of the Company during normal office hours. Proxy form may also be downloaded from the Company's website: http://www.udpl.com.pk An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified true copy of such power or authority duly notarized must, to be valid, be deposited through e-mail on [e-mail] not less than forty-eight (48) hours before the time of EOGM, excluding public holidays.
   Members are requested to have their updated e-mail and cell number incorporated in their physical folio with Share Registrar of the Company and with their Participant or Broker/CDC Investor Account Services for shares held in electronic form.
3. 1. To attend the EOGM through video-conferencing facility, the Members are requested to e-mail their Name, Folio Number, Cell Number and Number of Shares held in their name with subject "Registration for UDPL EOGM-2023" through e-mail on [e-mail] at least forty-eight (48) hours before EOGM.
   2. Members will be registered, after necessary verification as per the above requirement and will be provided a video-link by the Company via e-mail.
   3. Only those Members will be accepted at the EOGM via video-conferencing whose names match the details shared with the Company for registration (as mentioned in point 'a' above).
   4. The login facility will remain open from 15:45 till the end of EOGM.
   5. Members can also share their comments/suggestions on the agenda of EOGM by e-mail at [e-mail]
4. Guidelines for Central Depository Company of Pakistan Limited ('CDC') Accounts Holders
   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 (SECP).
5. 1. For attending the EOGM
   1. In case of individuals, the account holders or sub-account holders whose securities and their registration details are uploaded as per the regulations, shall authenticate his/her identity by sharing a copy of his/her Computerized National Identity Card (CNIC) or Passport through e-mail (as mentioned in the notes) at least 48 hours before the time of the EOGM.
   2. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be shared through e-mail (as mentioned in the notes) (unless it has been provided earlier) at least 48 hours before the time of the EOGM.
   1. For appointing proxies

1. In case of individuals, the account holder or sub account holder whose registration details are uploaded as per CDC regulations, shall submit the proxy form as per the above requirement.
2. The proxy form shall be witnessed by two persons whose names, address and CNIC number shall be mentioned on the form.
3. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
4. The proxy shall share a copy of his/her Computerized National Identity Card (CNIC) or Passport through e-mail (as mentioned in the notes) at least 48 hours before the time of the EOGM.
5. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature along with proxy form shall be shared through e-mail (as mentioned in the notes) (unless it has not been provided earlier) at least 48 hours before the time of the EOGM.

4. Postal Ballot / E-Voting

Members can exercise their right to demand a poll subject to meeting requirements of Section 143 and 144 of the Companies Act, 2017 and applicable Clauses of the Companies (Postal Ballot) Regulations, 2018.

Procedure Election of Directors

Any person who seeks to contest the election to the office of a director, whether she/he is a retiring director or otherwise, shall file the following documents with the Company at least fourteen (14) days before the EOGM:

1. Consent to act as a Director via Form 28 under Section 167 of the Act;
2. Signed declaration to the effect that he/she is aware of duties and powers of Directors under the Act, Memorandum and Articles of Association of the Company, Rule Book of Pakistan Stock Exchange Limited, the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the "Regulations"), and other relevant and prevalent laws and regulations;
3. Detail of directorship offices already held;
4. Copy of valid CNIC (in case of a Pakistani national)/Passport (in case of a foreign national) and NTN & Folio No. /CDC investor Account No. /CDC Sub Account No. (applicable for a person filling consent for the -first time);
5. Declaration by Independent Director(s) under Clause 6(3) of CCG Regulations, 2019.

STATEMENT OF MATERIAL FACTS

UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017

This statement sets out the material facts concerning the Election of Directors to be carried out at the EOGM. As a listed company, the Company is required to have Independent Directors on its Board in accordance with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019. Any person not falling under the ineligibility criteria prescribed in Section 153 of the Act and meeting the criteria under Section 166, may submit nomination to be elected as an Independent Director. However, it is noteworthy to mention here that Independent Director(s) should be elected in the same manner as other Directors are elected in terms of Section 159 of the Act. The final list of contesting Directors will be circulated/published not later than seven (7) days before the date of the EOGM, in terms of Section 159(4). Furthermore, the website of the Company will also be updated with the required information. No Directors have direct or indirect interest in the above set business, except that they may contest in the Election of Directors accordingly.

Roznama Dunya 23-06-23