Trust Investment Bank Limited’s notice of extra ordinary general meeting

Karachi: Please find enclose the notice of Extra Ordinary General Meeting of’ our Bank, which is scheduled to be held on Friday, August 12, 2011 at 8:30 a.m. at Hotel Sunfort, Liberty Market, (Gulberg-III, Lahore.

Notice of Extra Ordinary Meeting

Notice is hereby given that an Extraordinary General Meeting of Trust Investment Bank Limited (the “Bank”) will be held on Friday August 12, 2011 at 08:30 an. at Sunfort Hotel Liberty Market, Gulberg III, Lahore, to transact the following business:

Ordinary Business

1. To confirm the minutes of 19th Annual General Meeting held on October 30, 2010.

2. To elect Seven (7) Directors, as fixed by the Board of Directors, in their meeting held on July 08, 2011 in accordance with the provisions of Section 178 of the Companies Ordinance 1984 for a term of three years, commencing from August 12, 2011 in place of the following retiring directors;

1. Mr. Asif Kamal

2. Mr. Javaid B. Sheikh

3. Mr. Mir Javed Hashmat

4. Mr. Mohsin Raza Naqvi

5. Mr. Munawar Ali

6. Mr. Shahid Iqbal

7. Mr. Humayun Nabi Jan

Special Business

3. To consider, and if deemed fit, to pass the following resolutions as Special Resolutions with or without any modifications, addition or deletion:

Resolved

By way of special resolution that consent and approval be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for swapping/disposal of Bank’s land measuring 427 kanals located at Sua Asal, Ferozpur Road, Lahore, at consideration other than cash amounting to Rs.17,700,000/- in exchange of 17,700,000 ordinary shares of Tricon Developers Limited at a price of Rs. 10/- each

Resolved Further

By way of special resolution that consent and approval be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for swapping of land earlier acquired as subordinated loan having value of Rs.301,000,000/- in exchange for 30,100,000 ordinary shares of Tricon Developers Limited at a price of Rs. 10/- each.

Resolved Further

That in terms of Section 196 (3) (a) of the Companies Ordinance, 1984 the disposal of the Company’s land measuring 427 kanals located at Sua Asal, Ferozpur Road, Lahore in exchange for 17,700,000 ordinary shares of Tricon Developers Limited at Par value of Rs. 10/- each be and is hereby approved.

Resolved Further

That the aforesaid special resolutions shall be subject to any amendment, modification, addition or deletion as may be deemed appropriate and as approved by the shareholders or as may be suggested, directed and advised by die Securities and exchange Commission of Pakistan which suggestion, direction and advise shall be deemed to be part of this special resolution without the need of the shareholders to pass a fresh Special Resolution.

Resolved Further

That Chief Executive Officer of the Bank be and is hereby authorized and empowered on behalf of the Bank to take all steps and actions necessary, ancillary and. incidental for swap/disposal of Bank’s land with the shares of Tricon Developers Limited and take such other steps and sign and execute such other documents including Agreement as may be necessary or expedient for the purpose of giving effect to the spirit and intent of this special resolution including amendments and modifications of any notice, instruments and other documents as may be deemed necessary or required/suggested by the regulatory bodies.

Resolved Further

That the Chief Executive Officer and the Company Secretary be and are hereby authorized to complete any and all necessary corporate and legal formalities required in this regard.

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

Notes:

1) Any person including the retiring director who seeks to contest the election of Directors shall tile with the Company at its registered office, not later than fourteen days before the date of the meeting, his/her intention to offer himself/herself for election of directors in terms of section 178(3) of the Companies Ordinance, 1984 together with the following documents

a) Consent on Form 28

b) a declaration with consent to act as director in the prescribed form under clause (ii) of the Code of Corporate Governance (Code) to the effect that he/she is aware of his/her duties and powers of director under the Companies Ordinance, 1984, the Memorandum and Articles of Association of the Company and the Listing Regulations of Lahore, Karachi and Islamabad Stock Exchanges and has read die provisions contained therein

c) a declaration in terms of clause (iii) and (iv) of the Code to the effect that he/she is not serving as a director of more than nine other listed. companies, that his/her is borne in the register of national tax payers, that he/she has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loans to a banking Company, a development financial institution or a non-banking finance Company.

d) Form – V and Form – A in terms of Non-Banking Finance Companies and Notified Entities Regulations, 2007.

2) A member of the Company entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend and vote in his/her place- Proxies in order to be effective must be received at the registered office of the Company, duly stamped and signed, not less than 48 hours before the time of the meeting.

3) The share transfer books of the Company will remain closed from August 05, 2011 to August 12, 2011. (Both days inclusive).

4) The members are requested to promptly notify any change in their addresses.

A) For Attending the Meeting:

1) In case of individuals, the account holder or sub-account holder shall authenticate his identity by thawing his original CNIC or original passport along with Participant’s ID number and their account numbers at the lime of attending the meeting.

2) In case of Corporate entity, the board of director’s 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:

1) In case of individuals, the Account holder or sub-account holder shall submit the proxy form as per the above requirements.

2) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

3) Attested copies of CNIC or die passport of the beneficial owners and the proxy shall be furnished with flue proxy form.

4) The proxy shall produce his original CNIC or original passport at the time of the meeting.

5) In case of corporate entity, the Board of Director’s resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the company.

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

Trust Investment Bank Limited (the “Bank”) presently owns land measuring 427 Kanals located at Sua Asal, Ferozpur Road, Lahore. The Board of Directors of the Bank in their meeting held on July 08, 2011 resolved (1) to swap/disposal the aforesaid land in exchange for acquisition of 17,700,000 shares of Tricon Developers Limited at a price of Rs. 10/- each and (2) swapping of land acquired as subordinated loan in exchange for acquisition of 30,100,000 shares of Tricon Developers Limited at a price of Rs. 10/- each.

Statement under Section 160(1) (b) of the Companies Ordinance, 1984 in compliance with the SRO 865 (I) /2000 dated December 06, 2000.

 

S. No

Description

Information Required

1Name of associated CompanyTricon Developers Limited
2Nature, amount and extent of Investment(1) The swapping/disposal of land at consideration of Rs.177,000,000/- other than cash in exchange of

17,700,000 ordinary shares of Tricon Developers Limited (an associated Company) at price of Rs10/-each.

(2) The swapping of land earlier acquired as subordinated loan having value of Rs.301,000,000/- in exchange of 30,100,000 ordinary shares of Tricon Developers Limited (an associated Company) at price of Rs.10/-each
3Average Market Price of the shares intended to be subscribed during preceding six months (based on April 30,2011)Not applicable as Tricon Developers Limited is not a listed company.
4Break-up value of shares as at June 30, 2010Rs. 11.63 per share based on audited accounts for the year ended June 30, 2010.
5Price at which shares will be purchasedRs. 10/- each in exchange of land
6Earning/(loss) per share of the

investee company:

June 30, 2009Rs. (4.33) per share
June 30, 2010Rs. 3.36/- per share
7Sources of funds from where shares

will be purchased

(1) The acquisition of shares will be made against consideration other than cash. The Bank will dispose off its land measuring 427 Kanals in exchange for shares of Tricon Developers Limited.
(2) The swapping of shares will be made against land having value of Rs.301.00 million in exchange for shares of Tricon Developers Limited.
8Period for which investment will be madeThe shares will be held for short term period.
9Purpose of investmentTo convert the non-earning asset into marketable securities.
10Benefit likely to accrue to the shareholders from the proposed investmentThe acquisition of shares may increase dividend earnings and capital appreciation (after its listing) since it is expected that investment in the investee company will generate reasonable profits in future.
11Interest of directors and their relatives in the associated company(1) The land will be swapped/disposed off to Mr.Asif Kamal, Director of the Bank in exchange for 17,700,000 shares of Tricon Developers held by

him.

(2) The land will be swapped in exchange for 30,100,000 shares of Tricon Developers held by Mr. Asif Kamal, Director of the Bank. The other Directors of the Bank and their relatives have no interest in the, above associated company except to the extent of their shareholding.

 

Statement under Section 160(1) (b) of the Companies Ordinance, 1984 in companies with the SRO 1227/ 2005 dated December 12, 2005.

 

S. No

Description

Information Required
1Detail of Assets to be disposed of427 Kanals of land located at Sua Asal,
DescriptionFerozpor Road, Lahore
2Cost of Asset (based on March 31, 2011 unaudited accounts)Rs.171,293,469/-
3Gain on the value of asset (based on March 31, 2011 unaudited accounts)Rs.5,706,531/-
4Book Value (based on March 31, 2011 unaudited accounts)Rs.171,293,469/-
5Approximate Current Market Price/ fair value.Rs.177,000,000/-
6Manner of DisposalThe land will be disposed off to Mr. Asif Kamal Chairman of the Bank in exchange for 17,700,000 shares of Tricon Developers

held by him.

7Reason for SaleTo convert the non-earning assets into marketable securities

 

For more information, contact:
Trust Investment Bank Limited
Head Office: 23-D/1-A,
Gulberg III, Lahore,
Pakistan.
UAN: +92-42-111-665-462
Tel: +92-42-3240 4714-18
Fax: +92-42-3240 4720
E-mail: info@trustbank.com.pk
Website: trustbank.com.pk