The Karachi Stock Exchange (Guarantee) Limited’s notice of extraordinary general meeting

Karachi: Dawood Lawrencepur Limited

Notice is hereby given to all the shareholders of Dawood Lawrencepur Limited (the “Company”) that an Extraordinary General Meeting of the Company will be held on Wednesday, January 25, 2012 at 1130 hours at the Company’s Registered Office 35-A, Shahrah-e-Abdul Hameed Bin Baadees (Empress Road), Lahore to transact the following business after recitation from the Holy Quran:

SPECIAL BUSINESS:

1. To consider and approve the disposal of all the assets relating to the Company’s discontinued units, Burewala Textile Mills (Dawoodabad Burewala), Dawood Cotton Mills (Landhi) and Dilon Mills (Landhi), comprising of land, buildings/civil-work, plant and machinery and related assets by passing the following resolution as an ordinary resolution, with or without any modification, addition or deletion in terms of Section 196(3)(a) of the Companies Ordinance, 1984:

“RESOLVED, that consent of the general meeting be and is hereby accorded to the disposal of all the assets relating to the Company’s discontinued units, Burewala Textile Mills (Dawoodabad Burewala) comprising of land, buildings/civil work, plant and machinery and related assets, and disposal of land, buildings/civil work of Dawood Cotton Mills (Landhi) and Dilon Mills (Landhi), and that the Board of Directors of the Company be and are hereby authorized to sell and otherwise dispose of the said assets in such lot or lots and in such manner and on such basis and on such terms and subject to such conditions and for such consideration as may be determined by the Board of Directors of the Company.

FURTHER RESOLVED, that the Board of Directors of the Company or their nominee(s) / representative(s) be and are hereby authorized and empowered on behalf of the Company to do all acts, deeds and things and take all necessary steps for the disposal including negotiations and signing of the documents, deeds and papers, agreements and all other documents as may be necessary in order to give effect to, implement and complete the sale of the assets as aforesaid and all matters connected, necessary and incidental thereto.”

2. To consider and, if thought fit, to pass, with or without modification, the following Resolutions as Special Resolutions to approve alterations in Clause II of the Memorandum of Association of the Company for shifting the Registered Office of the Company from Lahore in the Province of Punjab, to Karachi in the Province of Sindh.

“RESOLVED, that subject to the fulfillment of Regulatory requirements as contained in the Companies Ordinance, 1984, shifting of the Registered Office of the Company from Lahore in the Province of Punjab, to Karachi in the Province of Sindh, be and is hereby approved.

FURTHER RESOLVED, that Clause II of the Memorandum of Association of the Company, be and is hereby amended to read as follows:

II. The Registered Office of the Company will be situated in the Province of Sindh.

FURTHER RESOLVED, that the Company Secretary, be and is hereby authorized to undertake all such actions, execute all such documents and do all such things for and on behalf of the Company, including seeking the approval of the Securities and Exchange Commission of Pakistan for alteration in the Memorandum of the Company, filing of all requisite returns with the Registrar of Companies and complying with all requirements of the Companies Ordinance, 1984, so as to effectuate the change of the Registered Office of the Company from Lahore in the Province of Punjab to Karachi in the Province of Sindh.”

Notes:

1. The register of members of the Company will remain closed and no transfer of shares will be accepted for registration from January 19, 2012 to January 25, 2012 (both days inclusive). Transfers received in order at the office of the Company’s Share Registrar, M/s. C and K Management Associates (Private) Limited, 404-Trade Tower, Abdullah Haroon Road, Near Metropole Hotel, Karachi by the close of business (1600 hours) on Wednesday, January 18, 2012 will be treated in time for the purpose of attending the Extraordinary General Meeting.

2. All Members of the Company are entitled to attend the Meeting and vote there at in person or through Proxy. A Proxy, duly appointed, shall have such rights in respect to speaking and voting at the Meeting as are available to a Member. The proxies shall produce their original CNICs or original Passport at the time of the Meeting.

3. A Member of the Company may appoint another Member as his/ her Proxy to attend and vote instead of him/her. A Corporation being a Member may appoint any person, whether or not a Member of the Company, as it’s Proxy. In the 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, unless provided earlier, shall be submitted to the Company along with the Proxy Form.

4. Members who have deposited their shares into Central Depository Company of Pakistan Limited (“CDC”) will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

A. For Attending the Meeting

a. In case of Individuals, the accountholder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his / her identity by showing his/her original CNIC or, original Passport at the time of attending the Meeting.

b. In case of corporate entity, the Board’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

a. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.

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

c. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.

d. The proxy shall produce his original CNIC or original passport at the time of the Meeting.

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

5. In order to be effective, Proxy Forms, duly filled and signed, must be received at the Company’s Registered Office in Lahore or Dawood Centre, M.T. Khan Road, Karachi, not less than forty eight (48) hours before the Meeting. A blank Proxy Form is attached herewith.

The statement under section 160 (1)(b) of the Companies Ordinance, 1984 pertaining to the Special Business is being sent to the shareholders along with the Notice of EOGM containing the Special Resolutions proposed to passed therein.

For more information, contact:
Karachi Stock Exchange
Tel: (92-21) 111-001122
Fax: (92-21) 3241 0825, (92-21) 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk

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