NOTICE OF 73RD ANNUAL GENERAL MEETING

NOTICE OF 73RD ANNUAL GENERAL MEETING

NOTICE OF 73rd ANNUAL GENERAL MEETING

 

Notice is hereby given that the 73rd Annual General Meeting of the Company will be held on Friday, 25th October, 2024 at 11:00 A.M. at Pearl Continental Hotel, Karachi, as well as via video link facility (Zoom Cloud Meetings), for transacting the following businesses:

 

ORDINARY BUSINESS

 

1.        To receive, consider and adopt the audited unconsolidated and consolidated financial statements for the year ended 30th June 2024, together with the auditor’s report thereon.

 

2.        To approve and declare a final cash dividend of Rs. 2.50 per share (25%) on Ordinary Shares for the financial year ended 30th June 2024, as recommended by the Board of Directors at its meeting held on 20th September 2024.

 

3.        To appoint auditors of the Company and fix their audit fee for the financial year 2024-25.

 

By the Order of the Board

 

Ali Jaffar

Company Secretary

 

4th October 2024

Karachi

NOTES:

 

  1. Circulation of Annual Report through QR Code and Weblink

In accordance with Section 223 of the Companies Act, 2017 and pursuant to SECP’s SRO 389(I)/2023 dated 21st March 2023, the Company has obtained shareholders’ approval in the 72nd Annual General Meeting (AGM) of the Company held on 30th October 2023 to circulate the Annual Report of the Company to Members through QR enabled Code and Weblink. The Annual Report is available through following QR Code and Weblink:

 

https://www.ppl.com.pk/sites/default/files/2024-10/PPL%20AR%202024.pdf

 

or

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https://www.ppl.com.pk/content/reports-and-accounts   

 

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  1. Video Link Facility for Attending the Meeting

The AGM shall also be convened electronically through zoom cloud meetings. Members interested in attending the AGM online are requested to register for participation in the AGM via video link, latest by close of business on Wednesday, 23rd October 2024, by providing the following information at [email protected]. If the information is couriered, it should reach the Company's registered office latest by the close of business on Wednesday, 23rd October 2024.

 

Full Name

CNIC Number

Folio / CDC Account Number.

Email Address

Cell Number.

 

 

 

 

 

 

The Company Secretary, Pakistan Petroleum Limited, 4th Floor, PIDC House, Dr. Ziauddin Ahmed Road, Karachi, Telephone: +(92 21) 111 568 568, Fax: +(92 21) 35680005, 35682125

Email: [email protected]

 

The video link and login details for attending the Meeting will be emailed to the interested members accordingly.

 

  1. Closure of Share Transfer Books

The register of members and the share transfer books of the Company will remain closed as of 18th October 2024 until 25th October 2024 (both days inclusive). Only persons whose names appear in the register of members of the Company as at close of business on Thursday, 17th October 2024 shall be entitled to attend and participate at the Meeting.

 

A member entitled to attend and vote at the Meeting may appoint another member as proxy to attend, participate in, and vote on his / her behalf at the Meeting. Proxies must be received at the registered office of the Company not later than 48 hours before the time for holding the Meeting. A form of proxy may be downloaded from the Company’s website: www.ppl.com.pk

 

  1. Guidelines for CDC Account Holders

CDC account holders should comply with the following guidelines of the Securities and Exchange Commission of Pakistan:

 

A     For Attendance at AGM:

  1. Individuals should be account or sub-account holder(s) and their registration details should be uploaded according to the CDC Regulations. They must establish their identity by providing a copy of their CNIC or passport.

 

  1. Representatives of corporate entities must furnish a certified copy of a resolution of their respective boards of directors, or a power of attorney for attending the Meeting, in their favor, which should bear the attorney’s specimen signature.

 

B     For Appointing Proxies at AGM:

  1. Individuals should be account or sub-account holder(s) whose registration details should be uploaded according to CDC Regulations and their forms of proxy must be lodged at the registered office of the Company not later than 48 hours before the time for holding the Meeting.

 

  1. The form of proxy must be attested by two persons whose names, addresses and CNIC numbers should be given underneath their signatures.

 

  1. Attested copies of CNIC or passport of the member and proxy must be submitted with the form of proxy.

 

  1. Tax Implications on Dividends

Tax Rates

Currently, the deduction of withholding tax on the amount of dividend paid by the companies under section 150 of the Income Tax Ordinance, 2001, is as follows:

 

(a) For Persons in Active Tax Payer List 15%

(b) For Persons not in Active Tax Payer List 30%

 

Shareholders who have filed their returns are advised to make sure their names are entered in the latest Active Tax Payer List (ATL) on the website of FBR at the time of dividend payment; otherwise they shall be treated as persons not appearing in ATL and tax on their cash dividend will be deducted at the rate of 30% instead of 15%.

 

The ATL may be viewed on the FBR’s website: http://fbr.gov.pk. The Company will ascertain the tax status of members as at the first day of book closure and will deduct withholding tax accordingly.

 

National Tax Number (NTN) should be provided to the concerned participants by corporate members holding CDC accounts. A copy of NTN certificate together with the Company’s name and the respective folio numbers should be submitted by members holding share certificates to Messrs. FAMCO Share Registration Services (Pvt.) Limited (Share Registrar) at 8-F, Adjacent to Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahra-e-Faisal, Karachi.

 

Tax on Joint Shareholding

Tax will be deducted in proportion to shareholding in joint names or joint accounts. Holders will be treated individually as filers or non-filers in accordance with their respective status.

 

The proportion of shareholding should be submitted by joint shareholders in the following form to the Share Registrar latest by 17th October 2024:

CDC Account Number

Name of Shareholders (Principal / Joint Holders)

Number or Percentage of Shares Held (Proportion)

CNIC Number

Signature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In case the proportion of shareholding is not submitted, each joint shareholder will be presumed to hold an equal proportion of shares.

 

Tax Exemption Certificate

A valid tax exemption certificate is necessary pursuant to Section 150 of the Income Tax Ordinance, 2001 for claiming an exemption from deduction of withholding tax. A copy of valid tax exemption certificate should be submitted to the Share Registrar before the date of book closure by members wishing to avail exemption to avoid deduction of tax.

 

  1. Dividend Bank Mandate

The following information should be provided to enable the electronic transfer of dividend to designated bank accounts:

Folio Number:

 

Name of Shareholder:

 

Title of the Bank Account:

 

International Bank Account Number (24 digit IBAN):

 

Name of Bank:

 

Name of Bank Branch and Address:

 

Cellular Number of Shareholder:

 

Landline Number, if any, of Shareholder:

 

CNIC or NTN Number (Copy to be attached):

 

Signature of Member:

 

 

 

Note: Signature must match specimen [signature] registered with the Company.

 

Members who hold shares in CDC and / or CDC sub-accounts should provide their bank mandates to the CDC and / or to the concerned participants.

 

  1. Conversion of Physical Shares into Book-Entry Form (i.e. CDC Account)

Section 72 of the Companies Act, 2017, requires all listed companies to replace shares held in physical form with shares to be issued in Book-Entry form within four (04) years from the date of the promulgation of the Companies Act 2017. The shareholders holding shares in physical form are requested to convert their shares in Book-Entry form in order to comply with the provisions of the Companies Act, 2017. Shareholders are requested to contact the Company’s Share Registrar to understand and complete the process of conversion of shares held in physical form, into Book-Entry form.

 

  1. Intimation of Change of Address and Declaration for Non-Deduction of Zakat

Members who hold share certificates should submit any change in registered address as well as their declarations for the non-deduction of zakat, if applicable, to the Share Registrar. Members who hold shares in CDC and / or CDC sub-accounts should submit any change in address and their declarations for the non-deduction of zakat, if applicable, to the CDC and / or to the concerned participants.

 

  1. CNIC

Dividend will be paid only to members who have submitted copies of their valid CNIC. The names of members who have not submitted copies of their CNIC may be viewed on the website of the Company: www.ppl.com.pk.