SUI NORTHERN GAS PIPELINES LIMITED Gas House, 21-Kashmir Road, P.O. Box No. 56, Lahore (Pakistan) NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of the shareholders of Sui Northern Gas Pipelines Limited will be held at Avari Hotel, 87-Shahrah-e-Quaid-e-Azam, Lahore at 11:30 A.M. on Wednesday, June 25, 2014 for the purpose of transacting the following business: ORDINARY BUSINESS I. To confirm the minutes of the 49 th Annual General Meeting held on Wednesday, March 20, 2013. II. To elect thirteen Directors of the Company for a period of three years from June 26, 2014 in accordance with the provisions of Sections 178 and 180 of the Companies Ordinance, 1984 in place of the retiring Directors, who are also eligible to offer themselves for re-election. a) The number of directors to be elected has been fixed on April 25, 2014 by the Board, at thirteen (13) under Section 178 (1) of the Companies Ordinance, 1984. b) The names of the retiring Directors are as follows: 1. Mian Misbah-ur-Rehman 6. Mr. Muhammad Arif Habib 11. Mr. Khalid Mansoor 2. Mirza Mahmood Ahmad 7. Mr. Muhammad Azam Khan 3. Mr. Manzoor Ahmed 8. Mian Raza Mansha 4. Mr. Shabbir Ahmed 9. Qazi Mohammad Saleem Siddiqui 5. Mr. Ahmad Aqeel 10. Mr. Zuhair Siddiqui SPECIAL BUSINESS III. To consider and if deemed appropriate amend the Memorandum of Association of the Company and to pass the following Special Resolution, with or without modification(s): IT IS HEREBY RESOLVED That the Memorandum of Association of the Company be and is hereby amended to add the following clauses at serial numbers mentioned against each clause: 44. To contribute due share in fulfillment of basic human needs of the deprived and under privileged by focusing on health care, sports, sanitation and environment etc. 45. To provide assistance for the promotion of education in Pakistan. 46. To build self reliance through programs aimed at skill enhancement and creating income generating opportunities for the under privileged. 47. To conserve national heritage, indigenous culture and sports.
48. To implement sound environment, health & safety management systems and take a proactive approach to address environmental issues like tree plantation, awareness campaigns etc. 49. To provide unbiased donations. 50. To support and uphold the principles contained in the Universal Declaration of Human Rights and the International Labour Organization Conventions on core labour standards. 51. To provide medical and community aid to alleviate hardship and distress to the under privileged. Resolved further that the Company Secretary be and is hereby authorized to do all acts to effect the above resolution of the Company and to comply with the requirements of law in this behalf. IV. To consider and if deemed appropriate amend Article 85 of the Articles of Association of the Company and to pass the following Special Resolution, with or without modification(s): IT IS HEREBY RESOLVED That Article 85 of the Articles of Association of the Company be and is hereby amended to be read as follows: The remuneration to be paid to the Directors for attending the Board or Committee Meetings, shall not exceed Rs.50,000/- per meeting. The Directors attending the Board or Committee Meetings shall be entitled to business class/ club class return airfare from the venue of the meeting to his/ her usual place of residence in Pakistan. The Directors attending the Board or Committee Meetings shall also be entitled to boarding, lodging and transportation in case meeting is held in a city other than his/ her usual place of residence. Provided that the regularly paid Chief Executive/ Managing Director and Executive Directors shall not be paid any remuneration for attending the Board or Committee Meetings of the Company. Resolved further that the Company Secretary be and is hereby authorized to do all acts to effect the above resolutions of the Company and to comply with all requirements of law in this behalf. STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984 A statement under Section 160(1)(b) of the Companies Ordinance, 1984 pertaining to the special resolutions is being sent to the shareholders along with the notice of the EGM. V. To transact any other business with the permission of the Chairman. The share transfer books of the Company shall remain closed from Tuesday, June 17, 2014 to Wednesday, June 25, 2014 (both days inclusive). By order of the Board Lahore. April 25, 2014 (WAJIHA ANWAR) Company Secretary
STATEMENT UNDER SECTION 160 (1) (B) OF THE COMPANIES ORDINANCE, 1984 THIS STATEMENT SETS OUT THE MATERIAL FACTS CONCERNING THE SPECIAL BUSINESS TO BE TRANSACTED AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON JUNE 25, 2014. AMENDMENT IN THE MEMORANDUM OF THE COMPANY The Board of Directors has recommended that a proposal should be presented to the shareholders of the Company at a general meeting for alteration / amendment of the Memorandum of Association of the Company to include the Focus Areas of Corporate Social Responsibility (CSR) Policy of the Company in the same. In compliance of the above directive the Focus Areas of the Corporate Social Responsibility (CSR) Policy of the Company as approved by the Board of Directors are proposed to be incorporated in the Memorandum of Association of the Company. All necessary requirements of law will be complied with in this regard. The proposal for incorporation of Focus Areas in the Corporate Social Responsibility Policy of the Company in the Memorandum of Association of the Company is therefore being placed before the shareholders for their consideration and if deemed appropriate to pass the following Special Resolution, with or without modification(s): Resolved that the Memorandum of Association of the Company be and is hereby amended to include the following clauses: 44. To contribute due share in fulfillment of basic human needs of the deprived and under privileged by focusing on health care, sports, sanitation and environment etc. 45. To provide assistance for the promotion of education in Pakistan. 46. To build self reliance through programs aimed at skill enhancement and creating income generating opportunities for the under privileged. 47. To conserve national heritage, indigenous culture and sports. 48. To implement sound environment, health & safety management systems and take a proactive approach to address environmental issues like tree plantations, awareness campaigns etc. 49. To provide unbiased donations. 50. To support and uphold the principles contained in the Universal Declaration of Human Rights and the International Labour Organization Conventions on core labour standards. 51. To provide medical and community aid to alleviate hardship and distress to the under privileged. Resolved further that the Company Secretary be and is hereby authorized to do all acts to effect the above Special Resolution of the Company and to comply with the requirements of law in this behalf.
AMENDMENT IN ARTICLE 85 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY (REMUNERATION OF THE DIRECTORS) The Directors remuneration has not been revised for the last fifty years. It has been recommended by the Board of Directors to revise the remuneration of the Directors for attending meetings of the Board and its Committees in accordance with the law, in order to attract and retain high profile individuals on the Board required to run the Company successfully and in accordance with good governance practices. In this regard, the Company is required to amend Article 85 of the Articles of Association of the Company and pass a Special Resolution, with or without modification, in respect thereof. All necessary requirements of law will be complied with in this regard. The Board of Directors also directed that for the sake of good governance the amount of remuneration should be recommended for approval at the general meeting after benchmarking. In compliance of the above directive, a benchmarking exercise was undertaken by the Company on the basis of data provided by seven companies including six from the oil & gas sector. Resultantly an amount of Rs.50,000 per meeting is proposed as remuneration of the Directors in addition to air travel (business class/ club class) and accommodation and transportation in case meeting is held in a city other than the usual place of residence of the Director. The following Special Resolution is thus proposed by the Board of Directors and if deemed appropriate to pass with or without modification(s): Resolved that Article 85 of the Articles of Association of the Company be and is hereby amended to be read as follows: The remuneration to be paid to the Directors for attending the Board or Committee Meetings, shall not exceed Rs.50,000 per meeting. The Directors attending the Board or Committee Meetings shall be entitled to business class/ club class, return airfare from the venue of the meeting to his/ her usual place of residence in Pakistan. The Directors attending the Board or Committee Meetings shall also be entitled to boarding, lodging and transportation in case meeting is held in a city other than his/ her usual place of residence. Provided that the regularly paid Chief Executive/ Managing Director and Executive Directors shall not be paid any remuneration for attending the Board or Committee Meetings of the Company. Resolved further that the Company Secretary be and is hereby authorized to do all acts to effect the above Special Resolution of the Company and to comply with the requirements of law in this behalf.
NOTES: 1) Any person who seeks to contest the election of Directors shall file with the Company at its Registered Office not later than fourteen days before the day of the above said meeting his/her intention to offer himself/herself for the election of Directors in terms of Section 178(3) of the Companies Ordinance, 1984 together with (A) consent in Form 28, (B) declaration with consent to act as Director in the prescribed form under clause (ii) of the Code of Corporate Governance to the effect that he/she is aware of the duties and powers of Directors under the Companies Ordinance 1984, the Memorandum and Articles of Association of the Company and the Listing Regulations of the Karachi Stock Exchange, Lahore Stock Exchange and Islamabad Stock Exchange and has read the relevant provisions contained therein, (C) Declaration in terms of rule 3(5) of the Public Sector Companies (Corporate Governance) Rules, 2013 to the effect that he/she is not serving as a Director of more than five Public Sector Companies and Listed Companies simultaneously except their subsidiaries (D) Declaration in terms of clauses (iii) and (iv) of the Code of Corporate Governance to the effect that his/her name is borne on the register of National Tax Payers (except where he/she is a non-resident), that he/she has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a banking company, a development financial institution or a non-banking financial institution, or he/she being a member of a Stock Exchange has not been declared as a defaulter by such stock exchange. 2) The Company encourages representation of Independent Directors on the Board in accordance with Rule 3(2) of the Public Sector Companies (Corporate Governance) Rules, 2013 which requires that forty percent of the total members of the Board shall be Independent Directors within the first two years vide SECP notification No. SRO 180(1)/2013 dated 08.03.2013 implemented w.e.f August 8, 2013, which shall be raised to a majority of independent directors in the next two years, and the majority shall be maintained subsequently. 3) A member entitled to attend the meeting may appoint another member as his / her proxy or may by Power of Attorney authorize any other person as his / her agent to attend, speak and vote at the meeting. The Federal Government, a Provincial Government, a Corporation or a Company, as the case may be, being a member of the Company may appoint any of its officials or any other person to act as its representative and the person so authorized shall be entitled to the same powers, as if he were an individual shareholder. 4) The instrument appointing a proxy shall; a) be in writing; and b) be signed by the appointer or his / her attorney duly authorized in writing or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it. 5) The proxy must be signed across a Rupees five revenue stamp and it should be deposited in the office of the Company Secretary not less than 48 hours before the time of holding the meeting. 6) Shareholders are requested to notify any change in address immediately quoting their folio number(s). 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/her identity by showing his/her original valid Computerized National Identity Card (CNIC) 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 requirements mentioned below. a) The proxy form shall be witnessed by two persons whose names, addresses and valid CNIC number shall be mentioned in the form. b) Attested copies of valid CNIC or the passport of the beneficial owners and of the proxy shall be furnished with the proxy form. c) The proxy shall produce his/her original valid CNIC or original passport at the time of the meeting. ii) In case of a corporate entity, the Board of Directors resolution/power of ) along with proxy form to the Company. 8) PROVISION OF COPY OF CNIC The individual members who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC) to the Company are once again requested to send the same at the earliest directly to the Company s Share Registrar, M/s. CDC of Pakistan Limited, 307- Upper Mall, Lahore. The corporate entities are requested to provide their National Tax Number (NTN). Please give folio number with the copy of CNIC/NTN details. Reference is also made to Securities and Exchange Commission of Pakistan s (SECP) notification vide SRO No.831 (I) /2012 dated July 05, 2012, which mandates that dividend warrants should bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate members. Registered Office Gas House, 21-Kashmir Road, P.O. Box No. 56, Lahore (Pakistan), Ph: +92-42-99080000, 99082000 +92-42-99201044. Fax: +92-42-99201369, 99201302 Email: info@sngpl.com.pk Website: www.sngpl.com.pk Shares Registrar Central Depository Company of Pakistan Ltd, 2 nd Floor, 307 Upper Mall, Opposite Lahore Gymkhana, Nr. Mian Mir Bridge, Lahore. Ph: +92-42-35789378-87 Fax: +92-42-35789340 Email: iftikhar_ahmad@cdcpak.com Website: www.cdcpakistan.com