The Karachi Stock Exchange (Guarantee) Limited’s Proposed Merger of MCB Asset Management Company Limited with Arif Habib Investments Limited

Karachi: With reference to your letter No KSE/C-1054-C-7042 dated October 19, 2010 on the above cited subject, pleased find enclosed the following:

1. 300 printed copies of Scheme of Amalgamation under section 282L of the Companies Ordinance, 1984 for the Amalgamation of MCB Asset Management Company Limited with and into Arif Habib Investments Limited.

2. Certified True Copies of the Resolutions passed by the shareholders of Arif Habib Investments Limited in the Extraordinary General Meeting held on May 21, 2011.

Extracts of the Minutes of the Extra Ordinary General Meeting Held on May21, 2011

A. For the merger pr and amalgamation of MCB Asset Management Company Limited (“MCBAMC”) with and into AHI in terms of Section 282L of the Companies Ordinance, 1984 and in accordance with the Scheme of Amalgamation as approved by the Board of Directors of AHI on 16th April, 2011:

“Resolved That subject to approval of the Scheme of Amalgamation between AMI, MCBAMC and Their respective shareho1ders, considered by this meeting and initialed by the Chairman of the meeting for the purpose of identification (“Scheme of Amalgamation”.), by the shareholders of MCBAMC and the sanction of the Scheme of Amalgamation by the Securities and Exchange Commission of Pakistan (“SECP”)

1. The marger and Amalgamation of MCBAMC with and into AHI in accordance with the Scheme of Amalgamation be and is herby approved:

2. The Scheme of Amalgamation be and is herby approved, adopted and agreed:

3. The swap ratio for the merger and Amalgamation, as recommended by the Board of Directors of AHI, be and is herby approved .Accordingly, the issuance of 1.2 fully paid ordinary share of AHI (merged unity) to the share holders of MCBAMC in exchange for every 1 ordinary share of MCBAMC held by them, be and is herby approved: and

4. The Chief Executive of AHI be and is herby authorised and compowered to take any and all steps Necessary, ancillary or incidental on behalf of AHI for the completion of the merger and Amalgamation in according with the Scheme of Amalgamation, including with limitation:

(i) To make such alteration to and modifications in the Scheme of Amalgamation from time to time as may be required by SECP and any such modifications shall also be deemed to have been approved by the shareholders of AHI through this resolution:

(ii) To make such other steps and execute such other documents as may be necessary or expedient for the purpose of giving effect to the spirit and intent of the above resolution:

(iii) Submit to Scheme of Amalgamation as approved by the shareholders to SECP to seek their sanction:

(iv) Generally to submit all such documents as may be required by SECP in relation to the marger and Amalgamation, execute all such certificates, applications, notices, reports, letters and any other documents or instrument, including (without limitation) any amendments or substitution to any of the foregoing as may be required in respect of the merger and Amalgamation or any action incidental thereto: and

(v) To delegate the powers given to the Chief Executive of AHI by this resolution (including, without limitation, this power of delegation) to any person for any period and upon such conditions as may be deemed expedient, and revolve a delegation.

B. For Change of Name:

“Resolved That subject to approval of the Scheme of Amalgamation by the Certify True Copy”

Shareholders of MCBAMC, the sanction of the Scheme of Amalgamation by SECP and approve of the Register:

1. The name of AHI be and is herby changed to MCB-Arif Habib Saving and Investments Limited.

2. Clause 1 of the Memorandum of Association of AHI be and Articles 2(d), 22 and 56 of the Articles of Association of AHI be and are hereby altered and amended by replacing the words “Arif Habib Investments Limited” therein appearing with the words “MCB-Arif Habib Savings and investments Limited”: and

3. The Chief Executive of AHI and the Company Secretary of AHI, acting jointly and each of them singly, be and are hereby authorized and empowered to given effect of the resolutions set out in paragraph II (S) and (1) and (2) above and to do or expedient in connection with such resolutions.”

C. For increase in authorized share capital:

Resolved That subject to approval of the Scheme of Amalgamation by the shareholders of MCBAMC and the sanction of the Scheme of Amalgamation by SECP:

1. Increases in the authorized share capital of AHI from Rs. 360,000,000 dividend into 36,000,000 ordinary shares capital of Rs.10 each to Rs.720,000,000 dividend into 72,000,000 ordinary share of Rs. 10 each of the Memorandum of Association of AHI and the first sentences of Article 30 of the Articles of Association of AHI be and are hereby altered and replace to read as follows:

‘The Authorized Capital of the Company is Rs 720,000,000 (Rupees Seven hundred and Twenty million) dividend into 72,000,000 (Seventy two million) share of Rs. 10 each’.”

D. For grant of authority:

“Resolved That subject to approval of the Scheme of Amalgamation by the shareholders of MCBAMC and the sanction of the Scheme of Amalgamation by SECP, the chief executive of AHI and the Company Secretary of AHI, acting jointly and each of them acting singly, be and are hereby authorized and the empowered to give effect to the resolutions set out in paragraphs II (C) above and to do or cause to be done any and all acts, deeds and things that may be necessary or expedient in connection with such resolutions.”

For more information, contact:
Karachi Stock Exchange
Tel: +9221 111-001122
Fax: +9221 3241 0825, +9221 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk