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Sui Northern Gas Pipelines Limited’s Notice of Annual General Meeting – 2011

Karachi: We enclose herewith copies of notice of Annual General Meeting (AGM) which has duly published in the National Press. You may like to inform the members.

Notice of Annual General Meeting

Notice hereby given that the 48th Annual General Meeting of the Company will be held at Hotel Avari, 87-Shahrah-e-Quaid-e-Azam, at 11:30 A.M. on Monday, October 31, 2011 for the purpose of transaction the following business:

Ordinary Business

1. To confirm the minutes of the last Extra Ordinary General Meeting held on June 23, 2011.

2. To receive, consider and adopt the Audited Accounts of the Company for the year ended June 30, 2011 together with the Directors and Auditors’ Reports thereon.

3. To consider and if demand appropriate, approve payment of cash dividend to the shareholders at the rate of Rs.1.00 per share of Rs.10 each i.e. 10% for the year ended June 30, 2011 as recommended by the Board Directors.

4. To appoint auditors for the year ending June 30, 2012 and fix their remuneration. The meeting being eligible also offer themselves for re-appointment.

5. To transact any other of ordinary business of the Company with the permission of the Chairman.

Special Business

To approve capitalization of a sum of Rs.274.553 million for the issuance of 5% bounds shares in proportion of one share for every twenty shares held, and to pass with or without modification if deemed appropriate, the following ordinary resolution.

Resolved

THAT a sum of Rs.274.553 million out of the measure as on June 30, 2011 be capitalized and applied to the issue at 27,455,266ordianry shares of Rs.10 each allotted as fully paid bonus shares to the members of the Company whose names appear in the register of members as at close of business on October 19, 2011 in the proportion of one bonus share for every twenty shares held.

THAT the bonus shares shall rank pari passu in all respects with the existing shares except that these shares shall not qualify for the dividend declared for the year ended June 30, 2011.

THAT the fractional entitlement of the shareholders shall be consolidated into whole shares and sold in the stock market and the proceeds there of be paid to any Welfare / Charitable institution approved for donation under the Income tax Ordinance, 2001.

THAT the Managing Director of the Company be and is hereby authorized and empowered to give effect to this resolution and to do or cause to be done all acts, deeds and things that may be necessary or required for issue, allotment and distribution of bonus shares.

The share transfer books of the Company will remain closed from Thursday, October 20, 2011 to Monday, October 31, 2011 (both days inclusive). The members whose names appear in the register of members as at the close of business on Wednesday, October 19, 2011 will qualify for the payment of dividend.

Statement Under Section 160 of the Companies Ordinance, 1984

Issuance of bonus shares

Since the reserves of the Company as on June 30, 2011 represent accretion in its existing balance, it has been thought expedient to capitalize a part of the said reserves by way of issue of bonus shares to the members. It is hereby declared that issuing bonus shares, no interest of any director, directly or indirectly is involved except and to the extent of entitlement of bonus shares admissible on the existing shares held by the Government, the Corporation and institutions when they represent or shares registered in the their name.

Pursuant to rule 6 (iii) of the Companies issue of capital rules 1996, the Auditors have certified at that the free reserves and surpluses retained after the issuance of the bonus shares would be higher than twenty five percent of the increased paid up capital.

Notes

1. A members entitled to attend may appoint another member as his /her proxy or may be 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 power, as if the were an individual shareholder.

2. 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 any attorney duly authorized by it.

3) 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.

4) Shareholders are requested to notify any change in address immediately quoting their folio number(s).

5. 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/here identity by showing his/her Original National Identity Card (CNIC) or original passport at the time of attending the meeting.

ii) In case of corporate entity the Board of Director 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

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.

i) The proxy form shall be witnessed by two person whose names, addressed and CNIC numbers shall be mentioned in the form.

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

iii) The proxy shall produce his/her original CNIC or original passport at the time of the meeting.

iv) In case of a 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:
Sui Northern Gas Pipelines Limited
Uzma Adil Khan
Company Secretary
Ph: 042-99201419
Fax: 042-99201317

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