Shezan International Limited’s Notice of Extraordinary General Meeting

Karachi: Enclosed please find a copy of the Notice of Extraordinary General Meeting to be held on June 29, 2011 for circulation amongst your members.

Notice of Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting of Shezan International Limited will be held at 56-Bund Road, Lahore on Wednesday, June 29, 2011 at 11:00 a.m. to transact the following business:-

A. Ordinary Business

1. To confirm the minutes of the last Annual General Meeting held on October 29, 2010.

2. To elect eight (8) Directors as fixed by the Board under section 178(1) of the Companies Ordinance, 1984 for a period of three years commencing June 30, 2011. The retiring Directors are:-

1. Mr. Muneer Nawaz

2. Mr. Mahmood Nawaz

3. Mr. C.M. Khalid

4. Mr. M. Naeem

5. Mrs. Amtul Hai Khalid

6. Mr. Muhammad Khalid

7. Mr. Muhammad Nawaz Tishna

8. Mr. Syed Munawar Hussain Rizvi

B. Special Business

3. To consider, and if thought fit, to approve remuneration payable to the fill time working Directors and Chief Executive of the Company.

4. Any other item with the permission of the Chair.

A statement under section 160 of the Companies Ordinance, 1984 pertaining to Special Business is being sent to the shareholders along with this notice.

Notes:

1. Any person who seeks to contest the election of directors shall file with the Company at its registered office not later than fourteen days before the day of the above said meeting his/her intention to offer himself/herself for the election of directors in terms of section 178(3) of the Companies Ordinance, 1984 together with (a) consent in form 28, (b) a declaration with consent to act as director in the prescribed form under clause (ii) of the Code of Corporate Governance to the effect that he/she is aware of duties and powers of directors under the Companies Ordinance, 1984, the Memorandum and Articles of association of the Company and the listing regulations of the Karachi, Lahore Stock Exchanges and has read the relevant provisions contained therein, (c) a declaration in terms of clause (iii) and (iv) oldie Code of Corporate Governance to the effect that he/she is not serving as a director of more than ten other listed companies, that his/her name is borne on the register of national tax payers (except where he/she is a non-resident), that he/she has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a banking company, a development financial institution or a non-banking financial institution.

2. The share transfer books of the Company will remain closed from June 23, 2011 to June 30, 2011 (both days inclusive).

3. A member of the Company entitled to attend and vote at the extraordinary general meeting may appoint another member as a proxy to attend, speak and vote instead of him/her. Proxies must be deposited at the Company’s registered office not less than 48 hours before the time of holding the meeting. The proxy shall produce his/her original NIC or passport to prove his/her identity.

4. The beneficial owner of the shares of the Company in the Central Depository System of the CDC or his/her proxy entitled to attend and vote at this meeting shall produce his/her original NIC or passport to prove his/her identity.

5. In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature of the nominee shall be submitted with the proxy form to the Company and the same shall be produced in original at the time of the meeting to authenticate the identity.

6. Shareholders are requested to immediately notify the Company of any change in their address to our share register M/s. Corplink (Private) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore.

7. Members who have not yet submitted photocopy of their computerized NIC to the Company are requested to send the same at the earliest.

Statement Under Section 160(1) (b) of the Companies Ordinance 1984

This statement sets out material facts concerning the special business to be transacted at the extraordinary general meeting of Shezan International Limited to be held on June 29, 2011.

Remuneration of Directors

The shareholders approval will be sought for the payment of remuneration and provision of certain facilities to the Chief Executive and full time working directors, in accordance with their terms and conditions of service. Their remuneration was last fixed on 28 June 2008.

For this purpose, it is intended to propose the following resolution:

“Resolved that the company hereby authorizes the holding of offices of profit and payment as remuneration to the Chief Executive and full time working Directors not exceeding in aggregate a sum of Rs. 30 million per annum, exclusive of company’s maintained transport, perquisites and retirement benefits to which they are entitled to under their terms of employment, for the year ending June 30, 2012 and for the remainder of their term increased by the sums that may be applicable under their respective terms of employment. The Chief Executive and Executive Directors of the company are interested in this matter to the extent of the remuneration payable to them. The break-up of-remuneration would be as follows:

(Rupees in thousand)
ParticularsChief ExecutiveExecutive Director-LahoreExecutive Director-Karachi
——————
Basic Salary4,5604,4404,320
Provident fund Contribution380370360
House rent1,4001,4001,400
Dearness400400400
Special575575605
Utilities620620620
Medical150150150
Bonus760740720
Ex-gratia1,3301,2951,260
——————
Total10,1759,9909,835

Further resolved that in the event of any of the aforesaid offices of profit falling vacant, the approval hereby given shall be equally applicable to any other person appointed to fill such vacancy.

For more information, contact:
Muhammad Khalid
Director/Company Secretary
Shezan International Limited
56 – Bund Road,
Lahore – 54500 – Pakistan
Tel: +9242 37466900-04
Fax: +9242 37488899
Email: shezan@brain.net.pk