2022 Notice of Annual General Meeting

Ordinary Business

1. To receive, consider and adopt the audited Financial Statements together with the Directors’ and Auditors’ Report thereon for the year ended 31 December 2021.

2. To consider, approve and declare the dividend on the ordinary shares of the Company. The Directors have recommended a final cash dividend of 70% (Rs.7 per ordinary share of Rs. 10 each), for the year ended 31 December 2021.

3. To reappoint External Auditors of the Company for the ensuing year, and to fix their remuneration. The Board of Directors, on the recommendation of Audit Committee of the Company, has proposed re-appointment of M/s Yousuf Adil Chartered Accountants as external auditors, for the year ending 31st December 2022.

Any Other Business

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

By Order of the Board

MEHAR-E-DARAKSHA AMEER
Company Secretary

Karachi April 04, 2021 

Notes:

1. In light of the COVID-19 situation, the Company ensures proper safety measures as defined by Securities & Exchange Commission of Pakistan (SECP) through its circular no. 5 dated March 17, 2020 and circular no. 25 dated August 31, 2020. Whereas the shareholders may send their comments & suggestions relating to the agenda items of the AGM at least two working days before the AGM, at the email address PK.Shareinfo@gsk.com. However, the financial statements of the company for the year ended December 31, 2021 would have been placed on the website of the company (http://www.pk.gsk.com).

For posting your questions please use the Vevox link below:​

You can use the Vevox link: https://vevox.app/#/m/195642529
Session ID: 195-642-529
Email Address: PK.Shareinfo@gsk.com

For attending live proceedings of the AGM the shareholders are requested to log-on the following link: 

Event address for Attendees:
https://gskmeeting.webex.com/gskmeeting/onstage/g.php?MTID=ea8f0ed0af1ae4a5fd2c826d4db17a6ca

Event password: gsk123

1. The Share Transfer Books of the Company will be closed for determining the entitlement for the payment of Final Dividend from 19 April 2022 to 25 April 2022 (both days inclusive). Transfer requests received at the Office of the Share Registrar of the Company at CDC Share Registrar Services Limited, CDC House, 99-B, Block – B, S.M.C.H. Society, Main Shahrah-e-Faisal, Karachi at the close of business on 18 April 2022 (Monday) will be treated in time for the purposes of Annual General Meeting and 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. The instrument appointing Proxy must be deposited at the Registered Office of the Company duly signed, not later than 48 hours before the time for holding the meeting. A member cannot appoint more than one proxy. Attested copy of the shareholder’s Computerized National Identity Card (CNIC) must be attached with the Form. For any other relevant aspects, contents of section 137 of the Companies Act, 2017 will apply. The instrument appointing Proxy is available on the Company’s website (http://www.pk.gsk.com)

3. Shareholders are requested to notify the Company’s Share Registrar if there is any change in their registered postal addresses.

4. In pursuance of SECP Circular No. 10 dated April 1, 2020 regarding Regulatory Relief to dilute impact of Corona Virus (COVID 19) for Corporate Sector (194), the Annual Report shall be circulated via email to those shareholders whose email addresses are present in the records/database of the CDC. The Annual Report has also been uploaded at the Company’s website and is readily accessible to the shareholders (http://www.pk.gsk.com).

5. CDC Account Holders will further have to follow the undermentioned guidelines as specified by the Securities and Exchange Commission of Pakistan (SECP).

A. For Attending the Meeting:

i. In view of the Letter No. SMD/SE/2(20)/2021/117 dated December 15, 2021 issued by the Policy, Regulation and Development Department in continuation of office Circular No. 6 dated March 03, 2021 and in view of the prevalent Covid-19 pandemic situation and the rapid spread of the omicron virus throughout the country and a high number of cases in Sindh, due to the practical difficulties faced by listed companies to hold the meeting physically; the Company has decided to hold the meeting through electronic mode only.

ii. 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 attend live proceedings of the AGM via log-in on the following link:

Event address for Attendees:
https://gskmeeting.webex.com/gskmeeting/onstage/g.php?MTID=ea8f0ed0af1ae4a5fd2c826d4db17a6ca

Event password: gsk123

You will be able to view the Directors and hear the live proceedings of the AGM but your connection will be on mute, to avoid any connectivity disruptions. The shareholders attending the AGM through WEBEX, may post/send their respective questions/comments/suggestions along with their Name and Folio Number on the Vevox link/email address, provided above in this notice.

iii. 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 the Proxy Form to the Company
vi. The Proxy is available on the Company Website (http://www.pk.gsk.com)

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the Meetings, including any changes to the arrangements outlined in the Notice of AGM, will be announced via a Regulatory Information Service (PUCAR) and will be available on http://www.pk.gsk.com.

6. Submission of CNIC/NTN Number on Electronic Dividend (MANDATORY):

a. According to the Securities and Exchange Commission of Pakistan’s (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 the CNIC number of the registered shareholder or the authorized person, except in the case of minor(s) and Corporate Shareholders.

b. As per Regulation No. 4 & 6 of the Companies (Distribution of Dividend) Regulations, 2017, the Company shall be constrained to withhold the payment of dividend to the shareholders, In case of non-availability of identification number (CNIC or National Tax Number) of the Shareholder or authorized person.

c. Accordingly, the shareholders, who have not yet submitted a copy of their valid CNIC or NTN, are once again requested to immediately submit the same to the Company’s Share Registrar at CDC Share Registrar Services Limited, CDC House, 99-B, Block – B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi. 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 Through Electronic Mode (Mandatory):

a. As per Section 242 of the Companies Act, 2017, in case of a Public listed company, any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. Therefore, through this notice, all shareholders are requested to update their bank account details in the Central Depository System through respective participants/stockbrokers. In case of physical shares, please provide bank account details (IBAN account no.) directly to our Share Registrar, CDC Share Registrar Services Limited, CDC House, 99-B, Block – B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi.

b. Please note that as per Section 243(3) of the Companies Act, 2017, Company are entitled to withhold payment of dividend, if necessary information is not provided by the Shareholders.

c. For the Convenience of shareholders e-Dividend Mandate Form is available on the Company’s website i.e. http://www.pk.gsk.com.

Status of IBAN as on December 31, 2021 of GlaxoSmithKline Pakistan Limited Shareholders (Physical & CDS) as follows:

Current Total Number   of Shareholders as on December 31, 2019			Current Number of IBAN updated as on December 31, 2018			Ratio/Percentage of IBAN updated
Physical	CDS	Total	Physical	CDS	Total	75.97%
1,946	5,253	7,199	513	4,956	5,469

8. Declaration as per Zakat &Usher Ordinance 1980

Members are requested to submit declaration as per Zakat &Usher Ordinance 1980 for zakat exemption and to advise change in address, if any.

9. Availability of Annual Audited Financial Statements:

a. In accordance with the provision of Section 223 of the Companies Act, 2017, the audited financial statements of the Company for the year ended December 31, 2021, are available on the Company’s website {http://www.pk.gsk.com}.

b. Any shareholder desires to get the hard copy of the Annual Audited Financial Statements 2021, the same shall be provided free of cost within seven working days of receipt of such request.

c. 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”.

d. For convenience of shareholders, a “Standard Request Form” for provision of Annual Audited Financial Statements is available on the Company’s website [http://www.pk.gsk.com].

10. Deduction of Income Tax from Dividend:

a. This is with reference to final cash dividend announced by GlaxoSmithKline Pakistan Limited at the rate of Rs. 7 per share to the shareholders for the year ended December 31, 2021.

b. Shareholders whose names are not appearing in the Active Tax-payers List (ATL) are advised to immediately make necessary arrangement to make them active. Otherwise, tax on their cash dividend will be deducted as per law.

c. Further, according to clarification received from Federal Board of Revenue [FBR], withholding tax will be determined separately on Active/Non-Active Status of Principal Shareholder as well as Joint-Holder(s) based on their shareholding proportions, in case of joint accounts.

d. 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:

Folio / CDS Account #	Total Shares	Principal Shareholder		Joint Shareholder
		Name and CNIC #	Shareholding Proportion (No. of Shares)	Name and CNIC #	Shareholding Proportion (No. of Shares)

Notes:

I. The required information must reach the Company’s Share Registrar by 18 April 2022; otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint Holder(s) and tax will be deducted accordingly.

II. The Corporate shareholders, having CDC accounts, are requested to have their National Tax Number (NTN) updated with their respective participants. Corporate Physical Shareholders should send a copy of their NTN Certificate to the Company's Share Registrar. The Shareholders, while sending NTN or NTN certificates, as the case may be, must quote Company name and their respective folio numbers.

III. Withholding tax exemption from dividend income, shall only be allowed if a copy of valid tax exemption certificate is made available to the Company’s Share Registrar by 18 April 2022.

11. Intimation of Non-Resident Shareholders

Non-resident Shareholders shall submit a declaration of Undertaking with a copy of their valid passport under definition contained in Section 82 of the Income Tax Ordinance, 2001 for determination of residential status, for the purposes of tax deduction on dividend to the Share Registrar (Messrs. CDC Share Registrar Services Limited, CDC House, 99-B, Block – B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi) or email at info@cdcsrsl.com at the latest by 18 April 2022. A copy of the declaration form can be downloaded from the Company’s Website http://www.pk.gsk.com.

12. Deposit of Physical Shares into CDC Account

As per Section 72 of the Companies Act, 2017 every existing listed company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Act, i.e., May 30, 2017. The Shareholders having physical shareholding are encouraged to open CDC sub - account with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form, this will facilitate them in many ways, including safe custody and sale of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange.

13. Unclaimed Dividend / Shares:

Shareholders, who by any reason, could not claim their dividend or bonus shares or did not collect their physical shares, are advised to contact our Share Registrar CDC Share Registrar Services Limited, CDC House, 99-B, Block – B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi to collect/enquire about their unclaimed dividend or pending shares, if any. Please note that in compliance with Section 244 of the Companies Act, 2017, after having completed the stipulated procedure, all dividends unclaimed for a period of three years from the date due and payable shall be deposited to the credit of the Federal Government /SECP and in case of shares, shall be delivered to the Securities & Exchange Commission of Pakistan (SECP).

14. Postal Ballot/E-Voting

In accordance with the Companies (Postal Ballot) Regulations, 2018, for the purpose of Election of Directors and for any other agenda item subject to the requirements of section 143 and 144 of the Companies Act, 2017, members holding in aggregate 5% or more shareholding as per law, will be allowed to exercise their right of vote through postal ballot i.e. by post or e-voting, in the manner and subject to conditions contained in aforesaid Regulations.

15. Code of Conduct for Shareholders in General Meeting:

I. Pursuant to the provision of Section 215 of Companies Act, 2017 (the “Act”)

a) Without prejudice to his rights under this Act, a member of the company shall not exert influence or approach the management directly for decisions which may lead to create hurdle in the smooth functioning of management.

b) Any shareholder who fails to conduct in the manner provided in this section and as specified by the Commission shall be guilty of an offence under this section and shall be liable to a penalty not exceeding of level 1 on the standard scale.

II. In compliance with Section 185 of Companies Act, 2017 Corporation shall not distribute gifts in any form to its members in its meeting.

16. Consent for Video Conference Facility:

a. In accordance with Section 132 and 134 of the Companies Act, 2017, members can also avail video conference facility.

b. If the Company receives consent from members holding in aggregate 10% or more shareholding residing at a geographical location other than the city of the Meeting, to participate in the meeting through video conference at least 7 days prior to the date of the Annual General Meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. In this regard, please fill the following form and submit the same to the registered address of the Company 7 days before holding of the Annual General Meeting.

c. The Company will intimate to members regarding the 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