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Wateen Telecom Limited’s notice of extraordinary general meeting

Karachi: The Extraordinary General Meeting of Wateen Telecom Limited (WTCL) will be held on December 31, 2011 at 10:00 AM at Sunfort Hotel, Gulberg, Lahore, Pakistan. The Book Closure will be from December 24, 2011 to December31, 2011.

Enclosed please find a copy of the Notice of Extraordinary General Meeting for circulation amongst your members.

Notice of the Extraordinary General Meeting

Notice is hereby given that an Extra Ordinary General Meeting of Wateen Telecom Limited (“Company”) shall be held on December 31, 2011 at Sunfort Hotel, Gulberg III, Lahore, Pakistan at 10:00 am to transact the following business:

A. Ordinary Business

To confirm the minutes of the AGM held on October 30, 2010.

B. Special Business

To consider and if thought fit to pass with or without modification the following as special resolutions.

The special resolutions to be passed are as under:

Resolved that:

1. Regularization and Approval of Transactions with Associated Companies

(a) Wateen Telecom Limited

(i) Loans of PKR 254,195,566/- extended by the Company to Wateen Telecom UK Limited from 2008 to date, along with mark up at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Statement of Material Facts under Section 160(1 )(b) of the Companies Ordinance, 1984 (hereinafter the “Section 160(1)(b) Statement”), be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) Equity investment of an amount of GBP 10,000/- (equivalent to PKR 1,323,400) in Wateen Telecom UK Limited on the terms and conditions set forth in the Section 160(1 )(b) Statement, be and is hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(iii) The provisioning of an amount of PKR 1,323,400/- representing the Company’s investment in Wateen Telecom UK Limited and resulting from the discontinuation of the LDI retail business pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved;

(iv) The provisioning of an amount of PKR 288,956,475/- (including mark up) representing the loans extended to Wateen Telecom UK Limited pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved;

(v) Loans upto PKR 80,000,000/- to be extended to Wateen Telecom UK Limited along with mark up at the rate of 1% above borrowing cost effective from the date of approval of the shareholders, pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and are hereby approved.

(b) Wateen Multimedia (Private) Limited

(i) Loans of PKR 178,728,247/- extended by the Company to Wateen Multimedia (Private) Limited from 2008 to date, along with mark up at the rate of 3 months KIBOR + 4%, and on the terms and conditions set forth in the Section 160 (1)(b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) Loans upto PKR 21,271,753/- to be extended to Wateen Multimedia (Private) Limited along with mark up at the rate of 1% above borrowing cost effective from the date of approval of the shareholders pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(l) (b) Statement he and are hereby approved.

(c) Wateen Solutions (Private) Limited

(i) Loans of PKR 653,738,189/- extended by the Company to Wateen Solutions (Private) Limited from 2006 to date, along with mark up at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160(1)(b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The reduction in the purchase price for acquisition of 49% shareholding of Wateen Solutions (Private) Limited from an amount of PKR 340,000,000/- to PKR 85,000,000/- and the resultant amendment to the Share Purchase Agreement dated April 1, 2010, be and is hereby approved;

(iii) The Chief Executive Officer and the Chief Financial Officer be and are hereby jointly authorized to finalise and execute the amendment to the Share Purchase Agreement dated April 1,2010 and procure the transfer of 49% shareholding of Wateen Solutions (Private) Limited from Jahangir Ahmed to the Company;

(iv) The re-routing of the IPO proceeds to the extent of the PKR 255,000,000/- and utilization of the same for the purposes of meeting the working capital and CAPEX requirements of the Company be and is hereby approved;

(v) Loans upto PKR 196,261,811/- to be extended to Wateen Solutions (Private) Limited along with mark up at the rate of 1% above borrowing cost effective from the date of approval of the shareholders, pursuant to

(vi) Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and are hereby approved.

(d) Warid Telecom (Private) Limited

(i) Outstanding trade debts of PKR 145,964,901/- due by Warid Telecom (Private) Limited from 2008 to December 31, 2010 along with mark up charged there on at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160(1) (b) Statement be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The Memorandum of Understanding dated May 6, 2011 entered into by the Company for the purpose of settling all disputes under the Services Agreement between the Company and Warid Telecom (Private) Limited and all actions taken by the management there under be and are hereby ratified and approved;

(iii) The write-off of PKR 83,392,110/- (representing outstanding trade receivables along with mark up thereon due from Warid Telecom (Private) Limited) as part of the proposed settlement with Warid Telecom (Private) Limited pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved;

(iv) Outstanding trade debts of PKR 657,265,741/- due by Warid Telecom (Private) Limited from January 1, 2011 to September 30, 2011 along with mark up charged there on at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160 (1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordin3nc; 1984,

(e) Warid Congo SA

(i) Net outstanding trade debts of PKR 1,016,129,472/- due by Warid Congo SA to the Company along with mark up charged there on at the rate of 18% and on the terms and conditions set forth in the Section 160(1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The Payment of PKR 891,002,472/- by Warid Telecom International LLC., (on behalf of Warid Congo SA) to the Company, be and is hereby approved as full and final settlement of the amounts due and payable by Warid Congo SA to the Company;

(iii) The write-off of an amount of PKR 125,127,000/- (representing net outstanding trade debts along with mark up thereon) owed by Warid Congo SA as part of the settle with Warid Congo SA pursuant to Section

(iv) 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved.

(f) Warid Telecom Uganda Limited

(i) Net outstanding trade debts of PKR 38,096,284/- due by Warid Telecom Uganda Limited to the Company along with mark up charged there on at the rate of 18% and on the terms and conditions set forth in the Section 160(1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The payment of PKR 33,829,739/- by Warid Telecom International, LLC. (on behalf of Warid Telecom Uganda Limited), be and is hereby approved as full and final settlement of the amounts due and payable by Warid Telecom Uganda Limited to the Company;

(iii) The write-off of an amount of PKR 4,266,545/- (representing outstanding trade debts along with mark up thereon owed by Warid Telecom Uganda Limited) as part of the settlement with Warid Telecom Uganda Limited pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved,

(g) Warid Telecom International, LLC.

(i) Expenses of PKR 35,910,856/- incurred on behalf of Warid Telecom International, LLC., along with mark up charged thereon at the rate of 3 months KIBOR. + 4% and on the terms and conditions set forth in the Section 160 (l) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) Outstanding trade debts of PKR 80,200,000/- along with mark up charged thereon at the rate of 3 months KIBOR + 4% due by Warid Telecom International, LLC., to the Company and on the terms and conditions set forth in the Section 160 (1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(iii) The provisioning of an amount of PKR 42,018,461/- (including mark up) representing the expenses incurred by the Company on behalf of Warid Telecom International, LLC., on the terms and conditions set out in Exhibit E (a) pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160 (1) (b) Statement be and is hereby approved;

(iv) Advances of PKR 10,000,000/- to be extended to Warid Telecom International, LLC., along with mark up at the rate of 1% above borrowing cost effective from the date of approval of the shareholders pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160 (1) (b) Statement be and are hereby approved.

(h) Warid Telecom Georgia Limited

(i) Expenses of PKR 15,402,559/- incurred on behalf of Warid Telecom Georgia Limited, along with mark up charged thereon at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160(1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The provisioning of an amount of PKR 18,032,421/- (including mark up) representing the expenses incurred by the Company on behalf of Warid Telecom Georgia Limited on the terms and conditions set out in Exhibit E (b) pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved.

(i) Raseen Technology (Private) Limited

(i) Expenses of PKR 16,329,000/- incurred on behalf of Raseen Technology (Private) Limited, along with mark up charged thereon at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160(1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The provisioning of an amount of PKR 18,483,509/- (including mark up) representing the expenses incurred by the Company on behalf of Raseen Technology (Private) Limited on the terms and conditions set out in Exhibit E (c) pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved.

(i) Amoon Multimedia (Private) Limited

(i) Expenses of PKR 27,960,115/- incurred on behalf of Amoon Multimedia (Private) Limited, along with mark up charged thereon at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160(1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The provisioning of an amount of PKR 32,734,079/- (including mark up) representing the expenses incurred by the Company on behalf of Amoon Multimedia (Private) Limited on the terms and conditions set out in Exhibit E (d) pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160 (1) (b) Statement be and is hereby approved.

(k) Warid Telecom International Bangladesh

(i) Expenses of PKR 5,586,759/- incurred on behalf of Warid Telecom International Bangladesh, along with mark up charged thereon at the rate of 3 months KIBOR + 4% and on the terms and conditions set forth in the Section 160(1) (b) Statement, be and are hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The provisioning of an amount of PKR 6,540,653/- (including markup) representing the expenses incurred by the Company on behalf of Warid Telecom international Bangladesh on the terms and conditions set out in Exhibit E (e) pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160 (1) (b) Statement be and is hereby approved.

(i) Agreement with Ex-Directors for Lease (Warid Tower) – Payment Made to Sash Construction and Warid Telecom (Private) Limited

(i) The execution of the Lease Agreement dated May 11, 2007 and the payment made to Warid Telecom (Private) Limited and the members of the previous management of the Company (namely (i) Bashir A. Tahir; and (ii) Parvez Shahid) pursuant to the said Lease Agreement for an amount of PKR 68,916,266/- along with mark up at the rate of 3months KIBOR+ 4% and on the terms and conditions set forth in the Section 160 (1) (b) Statement, be and is hereby approved for regularization under Section 208 of the Companies Ordinance, 1984;

(ii) The provisioning of an amount of PKR 80,683,161/- (including markup) in view of the suspension in the construction of the Warid Tower Project and dispute with the Lessors and Sash Construction under the Lease Agreement pursuant to Section 208 of the Companies Ordinance, 1984 and on the terms and conditions set forth in Section 160(1) (b) Statement be and is hereby approved.

2. Posting of Accounts on Company Website

Subject to the approval of the Securities and Exchange Commission of Pakistan, the stock exchanges and compliance with SECP Circular No. 9 of 2004 dated April 15, 2004, the posting of the first, second and third quarterly accounts and annual accounts on the website of the Company be and is hereby approved.

3. Signing Authority

The Chief Executive Officer and the Chief Financial Officer of the Company, be and are hereby jointly authorized to take all steps necessary, ancillary and incidental or as may be deemed expedient for the purpose of giving effect to the spirit and intent of the above resolutions.

A Statement of Material Facts under Section 160(1) (b) of the Companies Ordinance, 1984 Relating to the Aforesaid Special Business to be Transacted at the Extraordinary General Meeting has been Dispatched to the Shareholders of the Company along with the Relevant Exhibits in Respect thereto.

C. Other Business

To consider any other business that may be placed before the meeting with the permission of the Chair.

Notes:

A. General

1. The share transfer books of Wateen Telecom Limited will remain closed from December 24th 2011 to December 31st 2011 (both days inclusive), Transfers received at THK Associates (Pvt) Listed, Ground Floor, State life Building No. 3, Dr. Zia-ud-din Ahmed Road, Karachi, the Registrar and Share Transfer Office of Wateen Telecom Limited, by the close of the business on December 24th 2011 will be treated in time.

2. The Memorandum and Articles of Association, the documents specified in the Section 160(1) (b) Statement, information in respect of the resolutions provided above and other related information of Wateen Telecom Limited may be inspected during the business hours on any working day at the Registered Office of Wateen Telecom Limited from the date of publication of this notice till the conclusion of the Extraordinary General Meeting.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him/her.

4. The instrument appointing a proxy, together with Power of Attorney, if any, under which it is signed or a notarially certified copy thereof, should be deposited, with the Company Secretary, Wateen Telecom Limited. 4th floor, New Auriga Center, Main Boulevard, Gulberg II, Lahore, not less than 48 hours (December 29th 2011) before the time of holding the meeting.

5. If a member appoints more than one proxy, and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid.

B. CDC Account Holders

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

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

3. The proxy shall produce his/her original CHIC or original passport at the time of meeting.

4. In case of Government of Pakistan/State Bank of Pakistan/Corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted along with proxy Form.

5. Shareholders are requested to notify any change in their addresses immediately.

For more information, contact:
Wateen Telecom Limited
4th Floor, New Auriga Centre,
Main Boulevard,
Gulberg II, Lahore, Pakistan
UAN: 111-365-111
Web: www.wateen.com
Email: info@wateen.com

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