2017 Notice of Annual General Meeting
03 April 2017
Published in Dawn & Jang Newspapers
Notice is hereby given that the SEVENTIETH Annual General Meeting of the Shareholders of the GlaxoSmithKline Pakistan Limited will be held at Beach Luxury Hotel, Karachi at 11:00 a.m. on Monday, April 24, 2017 to transact the following business:
1. To receive, consider and adopt the audited Accounts together with the Directors and Auditors’ Report thereon for the year ended December 31, 2016
2. To approve cash dividend
3. To appoint Auditors of the Company upto the next Annual General Meeting and to authorize the Directors to fix their remuneration.
4. To elect seven (07) Directors of the company as fixed by the Board for a term of three years commencing from May 07, 2017 in accordance with the provision of Section 178(1) of the Companies Ordinance, 1984.
Names of the present directors retiring and eligible to file for nomination are as under:
1. Dylan Jackson
2. M Azizul Huq
3. Sohail Matin
4. Abdul Samad
5. Husain Lawai
6. Mehmood Mandviwalla
7. Nicolas Ragot
5. To consider, and if deem fit, to pass with or without any amendment/modification following resolution as ordinary resolution, to obtain consent from the members for the transmission of annual audited accounts in electronic form;
- To consider and approve, as allowed under SRO 470(I)/2016 issued by Securities and Exchange Commission of Pakistan, transmission of the annual balance sheet, profit and loss account, auditors ‘report and ancillary statements / notes /documents (“Annual Audited Accounts”) along with the notice of general meeting of GlaxoSmithKline Pakistan Limited in electronic form to the shareholders through CD/DVD/USB at their registered address instead of transmitting the said Annual Audited Accounts in hard Copy.
- FURTHER RESOLVED THAT the Company Secretary be and is hereby authorized to do all necessary acts, deeds and things in connection therewith and ancillary thereto as may be required or expedient to give effect to the spirit and intent of the above resolution.
By Order of the Board
SYED AZEEM ABBAS NAQVI
Karachi April 03, 2017
- The individual Members who have not yet submitted Photostat copy of their valid Computerized National Identity Card (CNIC) to the Company are once again requested to send their CNIC (copy) at the earliest directly to the Company’s Share Registrar at Central Depository Company of Pakistan Limited, CDC House, 99-B, Block – B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi. The Corporate Entities are requested to provide their National Tax Number (NTN) and Folio Number along with copy of the CNIC. In case of non-receipt of the copy of a valid CNIC, the Company would be unable to comply with SRO 19(1)/2014 dated January 10, 2014 in continuation to SRO 831(1)/2012 dated July 05, 2012 of SECP and therefore will be constrained under SECP Order dated July 06, 2015 under section 251(2) of the Companies Ordinance, 1984 to withhold the dispatch of dividend warrants of such shareholders.
The Share Transfer Books of the Company will be closed for the purpose of determining the entitlement for the payment of Final Dividend from April 18, 2017 to April 24, 2017 (both days inclusive). Transfers received at the Office of the Share Registrar of the Company at Central Depository Company of Pakistan Limited, CDC House, 99-B, Block –
B, S.M.C.H. Society, Main Shahrah-e-Faisal, Karachi at the close of business on April 17, 2017 (Monday) will be treated in time for the purposes of entitlement to the transferees.
A member entitled to attend and vote at the Meeting may appoint another member as his/her Proxy to attend, speak and vote at the Meeting on his/her behalf. Instrument appointing Proxy must be deposited at the Office of the Share Registrar of the Company at Central Depository Company of Pakistan Limited, CDC House, 99-B, Block – B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi not less than 48 hours before the time of the Meeting.
The shareholders are requested to notify the Company if there is any change in their addresses.
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular No. 1 of 2000 dated January 26, 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. The shareholders holding physical shares are also required to bring their original CNIC and/or copy of CNIC of shareholder(s) of whom he/she/they hold Proxy(ies) without CNIC such shareholder(s) shall not be allowed to attend and/or sign the Register of Shareholders/Members at the AGM.
7. Transmission of Annual Financial Statements through Email:
In pursuance of the directions given by SECP vide SRO 787 (1)/2014 dated September 8, 2014, those shareholders who desire to receive Annual Financial Statements in future through email instead of receiving the same by Post are advised to give their formal consent along with their valid email address on a standard request form which is available at the Company’s website i.e. www.gsk.com.pk and send the said form duly filled in and signed along with copy of his /her / its CNIC / Passport to the Company’s Share Registrar.
Please note that giving email address for receiving of Annual Financial Statements instead of receiving the same by post is optional, in case you do not wish to avail this facility please ignore this notice. Annual Financial Statements will be sent at your registered address, as per normal practice.
8. Revision of Withholding Tax on Dividend Income:
Please further note that under Section 150 of the Income Tax Ordinance, 2001 and pursuant to Finance Act 2016 withholding tax on dividend income will be deducted for ‘Filer’ and ‘Non-Filer’ shareholders @ 12.5% and 20% respectively. According to clarification received from Federal Board of Revenue (FBR) withholding tax will be determined separately on ‘Filer/Non-Filer’ status of Principal shareholder as well as Joint Holder(s) based on their shareholding
proportions, in case of joint accounts.
In this regard, all shareholders who hold shares with joint shareholders are requested to provide shareholding proportions of Principal shareholder and Joint Holder(s) in respect of shares held by them to our Share Registrar, in writing as follows:
The required information must be reached to our Share Registrar by April 17, 2017; otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint Holder(s).
Shareholders are therefore requested to please check and ensure Filer status from Active Taxpayers List (ATL) available at FBR website http://www.fbr.gov.pk/ as well as ensure that their CNIC / Passport number has been recorded by the Participant / Investor Account Services or by Share Registrar (in case of physical shareholding). Corporate bodies (non-Individual shareholders) should ensure that their names and National Tax Numbers (NTN) are available in ATL at FBR website and recorded by respective Participant / Investor Account Services or in case of physical shareholding by Company’s Share Registrar.
9. Consent for Video Conference Facility:
Members can also avail video conference facility at Lahore and Islamabad. In this regard, please fill the following form and submit to registered address of the Company 10 days before holding of the Annual General Meeting.
If the Company receives consent from members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference at least 10 days prior to date of meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that City.
The Company will intimate Members regarding venue of video conference facility at least 5 days before the date of the Annual General Meeting along with complete information necessary to enable them to access such facility.
I/We, _________________________ of ____________, being a member of GlaxoSmithKline Pakistan Limited, holder of _________________ ordinary share (s) as per Registered Folio/CDC Account No. ___________________________
hereby opt for video conference facility at _________________________________.
Signature of Member