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Board Meetings

Pakistan Petroleum Limited’s notice of 60th annual general meeting

Karachi: We enclose herewith copy of the Notice of PPL’s 60th Annual General Meeting to be published in newspapers on 8 September, 2011. A copy of the statement under Section 160 of the Companies Ordinance, 1984 is also enclosed herewith.

Notice of Annual General Meeting

NOTICE is hereby given that the 60th Annual General Meeting of the Company will be held at Pearl Continental Hotel, Karachi on Friday, 30 September, 2011, at 10:00 a.m. for transacting the following business:

Ordinary Business

1. To receive and consider the Report of Directors and the Audited Balance Sheet and Accounts of the Company, together with the Auditors’ Report thereon, for the financial year ended 30 June, 2011.

2. To approve, as recommended by the Directors, payment of final dividend of twenty percent (20%) on the paid-up Ordinary Share Capital for the financial year ended 30 June, 2011. This is in addition to two interim dividends of fifty percent (50%) each on the paid-up Ordinary Share Capital and thirty percent (30%) on the paid-up Convertible Preference Share Capital already paid to the shareholders during the year.

3. To appoint auditors for the year ending 30 June, 2012 and fix their remuneration.

Special Business

4. To approve, as recommended by the Directors, issue of bonus shares in proportion of one (1) Ordinary share for every ten (10) Ordinary shares held by the Members (i.e. 10%).

5. To approve increase in the authorised share capital of the Company and consequential changes in the Memorandum and Articles of Association of the Company.

A Statement under Section 160 of the Companies Ordinance, 1984 pertaining to the Special Business will be sent to the shareholders along with the Annual Report 2011.

NOTES:

1. The Share Transfer Books of the Company will remain closed from 22 September, 2011 to 30 September, 2011 (both days inclusive) when no transfer of shares will be accepted for registration. Transfers received in order at the office of our Share Registrars M/s FAMCO Associates (Pvt.) Ltd, 1st Floor, State Life Building No 1-A, I.I. Chundrigar Road, Karachi- 74000 by the close of the business on 21 September, 2011 will be in time for the purpose of payment of final dividend and issue of bonus shares to the transferees.

2. A Member entitled to be present and vote at the meeting may appoint another Member as proxy to attend, speak and vote instead of him. Forms of Proxies, duly stamped and signed, and the power of attorney or other authority (if any) under which they are signed or a notarially certified copy of that power or authority must be deposited at the Shares Registrars office, M/s FAMCO Associates (Pvt.) Ltd., 1st Floor, State Life Building No. 1-A, I.I. Chundrigar Road, Karachi-74000 not later than 48 hours before the time of the meeting.

3. The CDC account holders will have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan:

a) For attending the meeting:

In case of individuals, the account holders or sub-account holders and/or the persons whose shares are in group accounts and their registration details are uploaded as per CDC Regulations shall authenticate their identity by showing their original Computerized National Identity Cards (CNICs) or original passports at the time of attending the meeting.

In case of corporate entities, the Board of Directors’ resolution / power of attorney with specimen signature of the nominees 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 holders or sub-account holders and / or persons whose shares are in group accounts and their registration details are uploaded as per CDC Regulations, shall submit the proxy forms as per the above requirements.

(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 CNICs or the passports of the individuals referred to at (i) above and the proxies shall be furnished with the proxy forms.

(iv) The proxies shall produce their original ONIC or original passport at the time of the meeting.

(v) In case of corporate entities, the Board of Directors’ resolution / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity, shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

4. Shareholders are requested to notify any change in their address immediately to our Shares Registrars M/S FAMCO Associates (Pvt.) Ltd.

5. Copies of the minutes of the Annual General Meeting held on 29 September, 2010 will be available to the Members on request free of charge.

Statement under Section 160 of the Companies Ordinance, 1984

This statement sets out the material facts concerning the Special Business to be transacted at the 60th Annual General Meeting of the Company to be held on 30 September, 2011.

1. Issue of Bonus Shares to Members

The Directors in their meeting held on 9 August, 2011 have recommended issue of bonus shares in proportion of 1 Ordinary share for every 10 Ordinary shares held by the Members (i.e. 10%).

The following Resolution is proposed to be passed as Ordinary Resolution:

Resolved that:

(i) A sum of Rs 1,194,979,160 be capitalized out of the free reserves of the Company and applied towards issue of 119,497,916 ordinary shares of Rs 10 each as bonus shares in the proportion of one (1) ordinary share for every ten (10) ordinary shares held by the Members whose names appear on the Member Register at the close of the business on 21 September, 2011.

(ii) These bonus shares shall rank pari passu in all respects with the existing shares but shall not be eligible for the final dividend declared for the year ended 30 June, 2011.

(iii) Members’ entitlement to fractional shares as a result of their holding either being less than ten ordinary shares or in excess of an exact multiple of ten ordinary shares shall be consolidated into whole shares and sold on the Karachi Stock Exchange. The sale proceeds of the fractional shares when realized shall be paid to a local charitable institution approved under section 61 (1) of the Income Tax Ordinance, 2001.

(iv) The Managing Director and Company Secretary be and are hereby jointly and/or severally authorized to give effect to this resolution and to do and cause to be done all acts, deeds and things that may be necessary or required for issue, distribution of the said bonus shares or payment of the sale proceeds of the fractions.

The Directors of the Company are interested in the business to the extent of their shareholding in the Company.

2. Increase in Authorised Share Capital of the Company and Consequential Changes in Memorandum and Article of Association of the Company.

The Directors in their meeting held on 9 August, 2011 have recommended increase in authorised ordinary share capital from existing capital of 1.5 billion shares of Rs 10 each to 2.5 billion shares of Rs 10 each to provide the Company with adequate leverage to consider future issue of shares.

The following Resolutions therefore proposed to be passed as Special Resolution:

Resolved that:

(i) The Authorised Share Capital of the Company be and is hereby increased from Rs.15, 000,000,000/- divided into 1,500,000,000 Ordinary shares of Rs. 10/- each to Rs. 25,000,000,000 divided into 2,500,000,000 Ordinary shares of Rs.10/- each by the creation of 1,000,000,000 additional Ordinary shares at nominal value of Rs. 10/- each to rank pari passu in every respect with the existing Ordinary shares of the Company.

(ii) the Memorandum and articles of Association of the Company be and are hereby altered for increase in Authorised Share Capital by substituting first para of clause 5 of the Memorandum and first Para of Article 3 of the Articles of Association with the following:

(iii) The Share Capital of the Company is Rs 25,000,265,100 divided into 2,500,000,000 Ordinary Shares of Rs 10 each and 26,510 Convertible Preference Shares of Rs 10 each, subject to the right of the holders of Convertible Preference Shares contained in Article 3(iv) of the Company’s Articles of Association.

3. The Share Capital of the Company is Rs 25,000,265,100 divided into 2,500,000,000 Ordinary Shares of Rs 10 each and 26,510 Convertible Preference Shares of Rs 10 each, subject to the right of the holders of Convertible Preference Shares contained in Article 3(iv) hereof.

(iii) The Managing Director and/ or Company Secretary be and are hereby authorized and empowered to give effect to this resolution and to do or cause to do all acts, deeds and things that may be necessary or required in connection with the above resolution.”

For more information, contact:
Pakistan Petroleum Limited
PIDC House, Dr. Ziauddin Ahmed Road
Karachi- 75530, Pakistan
Tel: (021) 35651480-98,
UAN: (021) 111-568-568,
Fax 92-21-35880005

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