2019 Notice of Annual General Meeting

Ordinary Business

1. To receive, consider and adopt the audited Financial Statement together with the Directors and Auditors’ Report thereon for the year ended December 31, 2018.

2. To approve and declare final cash dividend @ 70% i.e. Rs. 7.00 per ordinary share of Rs. 10/ each for the year ended December 31, 2018, as recommended by the Board of Directors.

3. To appoint the External Auditors of the Company up to the next Annual General Meeting and to fix their remuneration.

Any Other Business

1. To transact any other business with the permission of the Chair.

By Order of the Board

SYED AZEEM ABBAS NAQVI
Company Secretary

Karachi April 03, 2019 

Notes:

1. The Share Transfer Books of the Company will be closed for determining the entitlement for the payment of Final Dividend from April 18, 2019 to April 24, 2019 (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, 2019 (Wednesday) will be treated in time for the purposes of entitlement to the transferees.

2. 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.

3. The shareholders are requested to notify the Company if there is any change in their addresses.

4. 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 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.

5. 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.

6. Submission of Copy of CNIC/NTN [MANDATORY]:

According to Securities and Exchange Commission of Pakistan [SECP] SRO 831[1]/2012 dated July 05, 2012 read with SRO 19(1)/2014 dated January 10, 2014 and other relevant rules, the electronic dividend should also bear Computerized National Identity Card (CNIC) number of the registered Shareholder or the authorized person, except in the case of minor(s) and Corporate Shareholders.

As per Regulation No. 6 of the Companies [Distribution of Dividend] Regulations, 2017 and Section 243(2) of the Companies Act, 2017, the Company will be constrained to withhold payment of dividend to shareholders, in case of non-availability of identification number of the shareholder or authorized person (CNIC or NTN).

Accordingly, the individual members who have not yet submitted Photostat copy of their valid Computerized National Identity Card (CNIC) to the Company/Share Registrar 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 the authorized representative’s CNIC copy.

7. Payment of Cash Dividend Electronically (Mandatory)

In accordance with the provisions of section 242 of the Companies Act, 2017 and Regulation No. 4 of the Companies (Distribution of Dividend) Regulations, 2017, it is mandatory that dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholder.

All shareholders are once again requested to provide details of their bank mandate specifying: (i) title of account, (ii) account number, (iii) IBAN number (iv) bank name and (v) branch name, code & address and (vi) Mobile number to Company’s Share Registrar M/s. Central Depository Company of Pakistan Limited. Shareholders who hold shares with Participants / Central Depository Company of Pakistan (CDC) are advised to provide the mandate to the concerned Broker / CDC. Shareholders may use the electronic dividend mandate form attached to this report or form available on the Company’s website i.e. http://www.pk.gsk.com to provide their details.

Status of IBAN as on December 31st, 2018 of GlaxoSmithKline Pakistan Limited Shareholders (Physical & CDS) as follows:

Current Total Number   of Shareholders as on December 31, 2018			Current Number of IBAN updated as on December 31, 2018			Ratio/Percentage of IBAN updated
Physical	CDS	Total	Physical	CDS	Total	70%
2,069	5,949	8,018	383	5,062	5,445

8. 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. http://www.pk.gsk.com 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.

Annual Accounts of the Company for the year ended December 31, 2018 can be downloaded from the Company’s website http://www.pk.gsk.com.

9. Transmission of Annual Audited Financial Statements through CD/DVD:

SECP through its SRO 470(1)/2016, dated May 31, 2016, has allowed companies to circulate the annual audited financial statements to their members through CD/DVD/USB instead of transmitting the hard copies at their registered addresses. The Company has obtained shareholders’ approval in its 70th Annual General Meeting held on April 24, 2017 in this regard. Accordingly, the Annual Report of GSK for the year ended December 31, 2018 is being dispatched to shareholders through CD. Any member requiring printed copy of Annual Report 2018 may send a request using a “Standard Request Form” placed on Company website [http://www.pk.gsk.com].

10. Withholding Tax on Dividend

Currently, the deduction of withholding tax on the amount of dividend paid by the companies under section 150 of the Income Tax Ordinance, 2001, are as under:

(a) For filers of income tax returns: 15%

(b) For non-filers of income tax returns: 20%

Shareholders who are filers are advised to make sure that their names are entered latest Active Tax Payers List (ATL) provided on the website of FBR at the time of dividend payment, otherwise they shall be treated as non-filers and tax on their cash dividend will be deducted at the rate of 20% instead of 15%.

11. Withholding tax on Dividend in case of Joint Account Holders

In order to enable the Company to follow the directives of the regulators to determine shareholding ratio of the Joint Account Holder(s) (where shareholding has not been determined by the Principal shareholder) for deduction of withholding tax on dividend of the Company, shareholders are requested to please furnish the shareholding ratio details of themselves as Principal shareholder and their Joint Holders , to the Company’s Share Registrar, enabling the Company to compute withholding tax of each shareholder accordingly.

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 reach the Company’s Share Registrar by April 17, 2019, otherwise each shareholder will be assumed to have equal proportion of shares and the tax will be deducted accordingly.

Withholding tax exemption from dividend income, shall only be allowed if a copy of valid tax exemption certificate is made available to the Company Share Registrar by April 17, 2019.

12. Consent for Video Conference Facility:

In accordance with Section 132(2) of the Companies Act, 2017, the 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