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Mari Gas Company Limited’s notice of annual general meeting

Karachi, October 3, 2012 (PPI-OT): As required under Rule 18(2) of the Listing Regulations, enclosed please find copy of Notice of Annual General Meeting of Mari Gas Company Limited (MARI) to be held on October 25, 2012.

The notice has been published in newspapers (Business Recorder, The News and Jang) on October 3, 2012, having circulation in Karachi, Lahore and Rawalpindi/ Islamabad.

Notice of Annual General Meeting

Notice is hereby given that the 28th Annual General Meeting of the Shareholders of Marl Gas Company Limited will be held on Thursday, October 25, 2012 at 11:00 am., at the Registered Office of the Company situated at 21-Mauve Area, 3rd Road, Sector G-10/4, Islamabad to transact the following business:

Ordinary Business

1. To confirm the minutes of the 27th Annual General Meeting held on October 26, 2011.

2. To receive, consider and adopt the Audited Accounts of the Company for the year ended June 30, 2012 together with the Directors’ and Auditors’ reports thereon.

3. To appoint Auditors for the year 2012-13 and fix their remuneration.

Special Business

4. To consider and if thought fit, with or without modification, approve the change of the Company’s name from “Mari Gas Company Limited” to “Mari Petroleum Company Limited” and to change the name wherever appearing in the Memorandum and Articles of Association of the Company and on other statutory documents to attain its main purpose under its new name, by passing the following resolution as a special resolution:

Resolution

“RESOLVED that the name of the Company be and is hereby changed from Mari Gas Company Limited to Mari Petroleum Company Limited, subject to approval of the Registrar of Companies, Securities and Exchange Commission of Pakistan.”

“Further Resolved that the Clause / of the Memorandum and Articles of Association be and is hereby amended as under:

I. The name of the Company is Mari Petroleum Company Limited.”

Further Resolved that the Memorandum and Articles of Association of the Company be and are hereby amended to substitute the name Mari Gas Company Limited wherever appearing in Memorandum and Articles of Association with the new name.”

“Further Resolved that the Managing Director and the Company Secretary of the Company be and are hereby authorized to, either singly or where required jointly, sign all forms/documents and take all steps necessary for the change of name.”

5. To consider, and if thought fit, approve the investment in Joint Venture for Seismic Unit to accelerate the currently deferred, and future prospective seismic work plans of the Company by passing the following resolution, with or without modification, as a special resolution.

Resolution

“Resolved that the Un-distributed Percentage Return Reserve on Shareholders” Funds amounting to Pak Rupees 420.048 million as on 30th June 2012 be transferred to Specific Capital Reserve for investing in the Joint Venture for Seismic Acquisition Unit.”

A statement under Section 160 of the Companies Ordinance, 1984, pertaining to the Special Business referred above is annexed to this Notice.

Note:

1. The Share Transfer Books of the Company will remain closed from October 15, 2012 to October 25, 2012 (both days inclusive). Transfers received in order at the Company’s Shares Registrar, M/s Corplink (Pvt) Limited, Wings Arcade, 1-K Commercial, Model Town, Lahore, at the close of business on October 14, 2012 will be treated as in time for the purpose to determine entitlement to attend the Annual General Meeting.

2. A member entitled to attend and vote at the above meeting may appoint a person/ representative as Proxy to attend and vote on his behalf at the Meeting. The instrument of Proxy duly executed in accordance with the Articles of Association of the Company must be received at the Registered Office of the Company not less than 48 hours before the time of holding of the meeting.

3. Those members, who have deposited their shares into Central Depository Company of Pakistan (CDC), are requested to bring their Original Computerized National Identity Cards along with their account numbers in CDC for verification at the time of meeting.

4. CDC account holders will further have to follow the guidelines as laid down in Circular No.1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

Statement Under Section 160 of the Companies Ordinance, 1984

This statement sets out the material facts concerning the special business to be transacted at the Annual General Meeting of the Company to be held on Thursday, October 25, 2012.

Special Business — Change of Company Name

The Company has expanded its scope of business from the production and sale of natural gas from the single field only to the business of exploration of oil and gas in various concession areas, it is expedient that the name of the Company be changed to reflect the scope of its expanded business. Hence it is proposed that the name of the Company be changed from Mari Gas Company Limited (Mari) to Mari Petroleum Company Limited. None of the directors or their spouses have any interest whether directly or indirectly in the proposed business except to the extent of their respective shareholding.

Special Business – Investment in Joint Venture For Seismic Unit

Over the year, MGCL is finding it increasingly difficult to arrange seismic surveys in concession areas, especially in the provinces of Balochistan and KPK, due to poor law and order situation. MGCL’s seismic work plans are getting delayed, requiring repeated extensions in license periods and hence seriously affecting the pace of Company’s E and P activities and resulting in loss of business.

This is mainly due to non-availability of adequate number of seismic companies for the areas where major volumes of E and P activities are planned. Hence it is proposed that the Company establish a Seismic Acquisition Unit by forming a Joint Venture with operatorship rights with any company.

For more information, contact:
Assad Rabbani
Company Secretary
Mari Gas Company Limited
21 Mauve Area, 3rd Road
G-10/4 Islamabad- 44000.Pakistan
UAN: +92-51-111-410-410
Fax: +92-51-2297686
P.O. Box No: 1614
Website: www.marigas.com.pk

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