ICI Pakistan Limited’s reconstruction extraordinary general meeting

Karachi: Pursuant to the order of the High Court of Sindh, the Board of Directors of ICI Pakistan Limited (ICI) has decided to convene an extraordinary general meeting to seek the approval of the Shareholders to the Scheme of Arrangement for the reconstruction of the Company on Monday, the 6th day of February, 2012, at 10:30 a.m., at ICI House, 5 West Wharf, Karachi.

The Share Transfer Books of the Company shall be closed from January 30, 2012 to February 6, 2012 (both days inclusive) for the purposes of determination of entit1ements to attend and vote at the meeting.

We attach for your information and record a copy of the notice which will be published in the newspapers shortly.

In The Matter of the Companies Ordinance 1984

and

In The Matter of (1) ICI Pakistan Limited and (2) Akzo Nobel Pakistan Limited

and

In The Matter of Judicial Miscellaneous Application No. 46 of 2011 in the High Court of Sindh at Karachi for sanction of and for other orders in respect of a Scheme of Arrangement for the reconstruction of ICI Pakistan Limited by (i) separating its Paints Undertaking inclusive of the Paints Business and all assets, rights, liabilities and obligations pertaining thereto and vesting the Paints Undertaking in Akzo Nobel Pakistan Limited against the issue of shares by Akzo Nobel Pakistan Limited to the shareholders of ICI Pakistan Limited and (ii) the consequent reduction in the issued and paid up share capital of ICI Pakistan Limited.

Notice

Notice Is Hereby Given that pursuant to the Order dated the 20th day of December 2011 of the High Court of Sindh at Karachi passed in Judicial Miscellaneous Application No. 46 of 2011 an Extraordinary General Meeting of the Shareholders of ICI Pakistan Limited will be held at ICI House, 5 West Wharf, Karachi, on Monday, the 6th day of February 2012 at 10:30 a.m. to consider and, if thought fit, approve, adopt and agree to the Scheme of Arrangement dated September 16, 2011 between ICI Pakistan Limited and its Members and Akzo Nobel Pakistan Limited and its Members, and to approve and authorize as and by way of Special Resolution the reduction in the paid up share capital of ICI Pakistan Limited, and in that connection to consider and, if thought fit, to pass the following resolutions, namely:

(1) Resolved That the Scheme of Arrangement for the reconstruction of ICI Pakistan Limited by (i) separating its Paints Undertaking inclusive of the Paints Business and all assets, rights, liabilities and obligations pertaining thereto and vesting the Paints Undertaking in Akzo Nobel Pakistan Limited against the issue of shares by Akzo Nobel Pakistan Limited to the shareholders of ICI Pakistan Limited and (ii) the consequent reduction in the issued and paid up share capital of ICI Pakistan Limited all as stated in the Scheme of Arrangement dated September 16, 2011 between ICI Pakistan Limited and its Members and Akzo Nobel Pakistan Limited and its Members considered by this meeting and for purposes of identification initiated by the chairman of this meeting, be and is hereby approved, adopted and agreed.

(2) Resolved Further as and by way of special resolution that conditional on the passing of resolution (1) above the issued and paid up share capital of ICI Pakistan Limited be reduced from Rs. 1,388,023,000 divided into 138,802,300 ordinary shares of Rs. 10 each to Rs. 923,590,500 divided into 92,359,050 ordinary shares of Rs. 10 each, and that such reduction be affected by cancelling capital to the extent of Rs. 464,432,500, being the aggregate of capital which is un-represented by available assets due to the transfer to and the vesting in Akzo Nobel Pakistan Limited of the Paints Undertaking, all as specified in the aforesaid Scheme of Arrangement dated September 16, 2011 between ICI Pakistan Limited and its Members and Akzo Nobel Pakistan Limited and its Members be and is hereby approved, adopted and agreed by this meeting.

A print of the Scheme of Arrangement and a Statement explaining its effects are being provided with the notice of the meeting sent to Members and other persons entitled to receive notice of the meeting. Further copies of the Scheme of Arrangement and of the Statement may be obtained from the Registered Office of the Company during normal office hours on application prior to the meeting by Members and other persons entitled to attend the meeting.

The Court has appointed Mr. M. J. Jaffer, the Chairman of ICI Pakistan Limited, or failing him Mr. Waqar A. Malik, the Chief Executive of ICI Pakistan Limited, to act as Chairman of the meeting and has directed the Chairman to report the results the thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent approval of the Court.

Notes

1. Share Transfer Books of the Company will remain closed from January 30, 2012 to February 6, 2012 (both days inclusive) to determine entitlements to attend and vote at the meeting.

2. All Members are entitled to attend and vote at the Meeting.

3. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend, speak and vote for him/her. A proxy must be a Member of the Company.

4. An instrument of proxy applicable for the Meeting (in which you can direct the proxy how you wish him to vote) is being provided with the notice sent to Members. Further copies of the instrument of proxy may be obtained from the Registered Office of the Company during normal office hours.

5. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must, to be valid, be deposited at the Registered Office of the Company not less than 48 hours before the time of the Meeting.

6. Members are requested to submit a copy of their Computerized National Identity Card (CNIC). If not already provided and notify immediately changes, if any, in their registered address to our Shares Registrar, FAMCO Associates (Pvt.) Limited, State Life Building 1-A, First floor, I. I. Chundrigar Road, Karachi – 74000.

7. CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated January 26, 2000 Issued by the Securities and Exchange Commission of Pakistan.

A. For Attending the Meeting:

(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 authenticate his identity by showing his original Computerized National Identity Card (CNTC) or original passport at the time of attending the meeting.

(ii) 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 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 proxy form to the Company.

For more information, contact:
ICI Pakistan Limited
ICI House, 5 West Wharf,
P.O. Box.4731, Karachi 74000
T: + 92 21 111 100 200
T: + 92 21 3231 3717-22
F: + 92 21 3231 1739
Web: www.icipakistan.com

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