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Oil and Gas Devt Co (OGDC)

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Monday 17 October, 2016

Oil and Gas Devt Co

Draft Minutes of 10th EOGM Held on August 23 2016

RNS Number : 6799M
Oil and Gas Development Company Ltd
17 October 2016
 

OIL AND GAS DEVELOPMENT COMPANY LIMITED 

 DRAFT MINUTES OF 10TH EXTRAORDINARY GENERAL MEETING, BEING THE TWENTYNINETH MEETING OF THE COMPANY HELD ON TUESDAY, AUGUST 23, 2016 AT 10:00 HOURS AT MARRIOTT HOTEL, ISLAMABAD

PRESENT

As per list attached.

Chairman Board asked the Company Secretary to confirm quorum of the meeting. The Company Secretary confirmed the quorum and informed that the proxies received were in order and represented 95% of shareholding.  Details of proxies are as under:

S. #

Folio / CDC ID & A/C #

Name Of Shareholder

No. Of Shares

Name of Appointee

1



GOVERNMENT OF PAKISTAN- (Ministry of Petroleum and Natural Resources).

 2,902,148,181
(67.48%)

Mr. Zahid Muzaffar/ Mr. Zahid Mir

(Two Billion Nine Hundred Two Million One Hundred Forty Eight Thousand & One Hundred Eighty One Only)

2



GOVERNMENT OF PAKISTAN- (Privatisation Commission)

 322,460,900
(7.50%)

(Three Hundred Twenty Two Million Four Hundred Sixty Thousand & Nine Hundred Only)

3



OGDCL- EMPLOYEES EMPOWERMENT TRUST

 432,189,039
(10.05%)

Mr. Asif Naseem/ Mr. Mahmood ul Hassan

(Four Hundred Thirty Two Million One Hundred Eighty Nine Thousand & Thirty Nine Only)

4

10900

25

CDC Trustee APIF- Equity Sub Fund

       115,000

Chaudhry Mohsin Sarwar

5

09449

25

CDC Trustee Atlas Islamic Stock Fund

       550,000

6

05959

27

CDC Trustee Atlas Stock Market Fund

    1,600,000

7

10603

21

CDC Trustee APF Equity Sub Fund

       117,500




(Two Million Three Hundred Eighty Two Thousand Five Hundred Only)

   2,382,500

8

00547

10962

Arrolo Street (Canada) Global World Alpha Extension Fund

       195,000

Mr. Rehan-ul-Haq/Ijaz Malik




Total (One Hundred Ninety Five Thousand Only)

       195,000







9

00521

2680

Robecco Capital Growth Funds

     1,595,762

Mr. Faisal Hashmi/ Mr. Sajid Ahmed

10

00521

2532

Canada Post Corporation

     1,345,700

11

00521

8513

Eaton Van TRT Co CIT for Emp Bene Plans-Evtc Para

        136,100

12

00521

7416

Public School Teac Pension and Retir FD of Chicago

         34,000

13

00521

8307

Lazard Investment Funds-Lazard Eme Mkts Fund

     1,700,095

14

00521

8257

Vanguard Intl High Dividend Yield Index Fund

         26,700

15

00521

7903

Public Employees Retir Association of New Mexico

        113,700

16

00521

7648

Guggenheim Frontier Markets ETF

         226,722

17

00521

5162

Ast-Ast Parametric Emerging Markets EQT Port

        203,800

18

00521

3662

Eaton Vance Structured Emerging Markets Fund

     1,989,591

19

00521

3688

Eaton Vance Tax- Managed Emerging Markets Fund

     1,649,900

20

00521

2979

Lazard Retir Eme Mkts Equity Portfolio

     3,279,300

21

00521

3498

General Conf Corp of Seventh Day Adventists

        101,700

22

00521

7960

Fidelity Emerging Markets Equity Investment Trust

         71,000

23

00521

8414

Parametric Emerging Markets Core Fund

           5,900

24

00521

8042

Vanguard FTSE Asia Ex Japan Dividend Yield Index EFT

           9,800

25

00521

3845

Lazard Emerging Markets Fund

     2,182,200

26

00521

7382

Teacher Retirement System of Texas

        405,200

27

00521

8349

Goldman Sach TR II Goldman Sach Multi-Manager GEF

         20,400

28

00521

7812

JNL/Lazard Emerging Markets Fund

     3,395,172

29

00521

8356

Fidelity Latin America Fund

         38,000

30

00521

6590

City of New York Group Trust

        242,400

31

00521

7184

California Public Employees Retirement Sys

         74,100

32

00521

6483

Monetary Authority OF Singapore

     1,289,200

33

00521

8026

California Pub EMP Retirement System

     1,299,500

34

00521

6398

Stichting F&C Multi Mang EME EQT Active

        680,452

35

00521

5980

Ishares MSCI Frontier 100 Index Fund

     3,307,300

Mr. Faisal Hashmi/ Mr. Sajid Ahmed

36

00521

5774

Blackrock Frontier Mkts Ex- Gulf COO Council Countries Fund B

      1,186,996

37

00521

8083

State STT TRT LTD AS Trust F Van ETF SER VAN FTSE ASIA E JAPINDE

           3,000

38

00521

5790

Blackrock Frontier Markets Fund

     1,440,700

39

00521

5808

Blackrock Frontier Markets Fund B

      1,274,093

40

00521

6269

MSAM SA Act on Behalf F Mor Stan Glxy FD

   10,185,000

41

00521

7606

Goldman Sch Funds II Goldman Sac GMS EME EQ PORT

        383,700

42

00521

3456

Morgan Stanley Frontier EME Market Fund, INC

   10,575,300

43

00521

3068

Sanofi Aventis US Pension Trust

        432,200

44

00521

3431

California Pub Emp Retir-Sys EME Market Index

        653,476

45

00521

3530

State of New Jersey Common Pension Fund D

     1,420,749

46

00521

3449

California Pub Emp Retir Sys Lazard EME Mkts

     5,316,100

47

00521

4793

Trsot-Eaton Vance Management

        526,200

48

00521

4082

The James IRVINE Foundation

        199,600

49

00521

3951

Goldman Sach Funds Goldman Sach NII EQT Port

      2,009,200

50

00521

4801

Trsot Lazard Asset Management LLC

      5,090,800

51

00521

2995

Lazard Emerging Markets Equity Portfolio

    38,754,349

52

00521

3266

California State Teach Reti Lazard Ast Manag

      4,925,000

53

00521

4934

Emerging Markets Equity Group Trust

      3,261,100

54

00521

3415

California Pub Emp Sys Fundamental Eme Markets

         506,524

55

00521

2938

Lazard/ Wilmington Col Trust (Sudan Free)

      5,339,497

56

00521

5246

ETON Van TR CO Com TR F Para Stru Eme MTS EQT COM TR F

          32,000

57

00521

3399

California Pub EMP Retirement SYS Struc Eme Mkts

    5,929,778

58

00521

2987

Lazard/ Wilmington Collective Trust

       818,378

59

00521

3639

UPS Group Trust

    2,418,671

60

00521

3944

Public EMP Retirement System of Mississippi

    2,535,000

Mr. Faisal Hashmi / Mr. Sajid Ahmed

61

00521

5329

Ontario Pension Board

    1,471,652

62

00521

2920

Eaton Vance Coll Invest TR For Emp Bene PLN

    1,090,100




Total (One Hundred Thirty Three Million Two Hundred Two Thousand Eight Hundred Fifty Seven Only)

133,202,857

63

00695

12953

Franklin Templeton Investment Funds UIN-B35177

239,644,323

Mr. Junaid Rehman

64

00695

13308

T. Rowe Price Funds SICAV-Frontier Markets Equity Fund

       100,200

65

00695

13563

Coronation Global Frontiers Master

Fund

    6,186,900

66

00695

13548

JP Morgan Diversified Return Emerging Markets Equity ETF

          7,800

67

00695

13373

T. Rowe Price Institutional Frontier Markets Equity Fund

       353,000

68

00695

13084

Fidelity Investments Money Management Inc

          8,500

69

00695

12391

Schroder Frontier Markets Equity Portfolio L.P

       269,900

70

00695

12342

Kapitalforeningen Laerernes Pension Invest

    1,303,300

71

00695

11716

PFA Kapitalforening

    2,875,400

72

00695

11450

Franklin Templeton Investment CORP-As Manager -Trustee OF Templeton Asian Growth Fund

    2,755,600

73

00695

11302

Goldman Sach Trust - Goldman Sch N-11 Equity Fund

       595,400

74

00695

8464

Morgan Stanley Investment Funds

     1,543,400

75

00695

5049

Schroder International Selection

Fund

    4,236,500

76

00695

13712

Kraneshares FTSE Emerging Markets ETF

        10,465

77

00695

13621

Vanguard Emerging Markets Stock Index Fund

  10,550,100

78

00695

13639

Vanguard Total World Stock Index

 Fund

       122,500

79

00695

12987

Global X Funds-Global X Net Emerging and Frontier ETF

        12,300

80

00695

12581

Vanguard Funds Public Limited Company- Vanguard FTSE ALL World High Dividend Yield UCITS ETF

        18,000

 

 












81

00695

12201

Vanguard Funds PLC - Vanguard FTSE Emerging Markets UCITS ETF

       104,900

Mr. Junaid Rehman

82

00695

12193

Vanguard Funds PLC-Vanguard FTSE ALL world UCITS ETF

          2,700

83

00695

11708

Global X Funds- Global X MSCI Pakistan ETF

       582,440

84

00695

10874

CGM FDS -EMG Markets EQTY INVS-Lazard Assets Management LLC

       616,262




Total (Two Hundred Seventy One Million Eight Hundred Ninety Nine Million Eight Hundred Ninety Only)

271,899,890







 Grand Total of Shares     =4,064,478,367= which is 95% of Total Outstanding Shares

 

COMMENCEMENT OF THE PROCEEDINGS

Proceedings of the meeting started with the recitation from the Holy Quran by Qari Muhammad Ali.   Chairman welcomed the members to the 10th Extraordinary General Meeting and asked the Company Secretary to read out the special business to be transacted in the meeting.  The Company Secretary read out the details of special business to be transacted and thereafter items of special business were taken up as per following sequence:

 

1)  To consider and approve the amendments to be made in Articles of Association of the Company for the purpose of compliance with the mandatory e-voting requirements as prescribed in the Companies (E-voting) Regulations, 2016.

 

Since the amendments were proposed to implement the regulations notified by Securities and Exchange Commission of Pakistan, therefore the house approved the same and on proposal of shareholder Mr. Irfan Baber Khan CDS Account No.06916-7439 seconded by Mr. Abdul Hadi CDS Account No. 03228-5935 following resolution was passed:

RESOLVED THAT the Articles of Association of the Company be and are amended as follows:

 

51(a)       The Company shall comply with the mandatory e-voting requirements as may be prescribed by the Securities and Exchange Commission of Pakistan from time to time.

52(a)       In case of e-voting, voters may appoint either members or non-members as proxy and the company shall comply with the requirements of the Companies (E-Voting) Regulations, 2016 prescribed under the Companies Ordinance, 1984 as per following instrument to appoint proxy for E-voting:

"OIL AND GAS DEVELOPMENT COMPANY LIMITED"

Option1

Appointing other person as Proxy

 

I/We, _____________________ of __________________ being a member of Oil and Gas Development Company Limited, holder of __________________Ordinary Share(s) as per Register Folio No________ hereby Appoint Mr.____________ Folio No.(if member)  ________ of _________or failing him Mr.______________________ Folio No(if member).________of ______________ as my / our proxy in my / our absence to attend and vote for me / us, and on my / our behalf at the Annual General Meeting/Extra Ordinary General Meeting of the Company to be held on ----------------- and at any adjournment thereof. Signed under my / our hand this ___________day of ____________2016.

Option 2

E-Voting as per The Companies (E-voting) Regulations, 2016.

I/We,_________________ of __________________ being a member of Oil and Gas Development Company Limited, holder of______________ Ordinary Shares(s) as per Register Folio No._______________, hereby opt for e-voting through Intermediary and hereby consent the appointment of Execution Officer (______________________________) as proxy and will exercise e-voting as per the Companies (e-voting) Regulations, 2016 and hereby demand for poll for resolutions.

My secured email address is ------------------------, please send login details, password and electronic signature through email.

-------------------------

Signature should agree

With the specimen signature

Registered with the company

 

2)       To consider dissemination of Annual Audited accounts through CD/DVD/USB instead of transmitting the same in the form of hard copies. However, for convenience of shareholders Standard Request Form will be uploaded on company website for those who opt to receive Annual Audited Accounts at their registered addresses or through email. 

Proposed resolution was read out by the Company Secretary.  House on the proposal of shareholder Mr. Muhammad Rasheed Folio No. 83583 seconded by Mr. Muhammad Shiraz Hasan Folio No. 79093 approved dissemination of annual audited accounts to members through CD/DVD/USB and passed the following resolution:

RESOLVED THAT dissemination of information regarding annual audited accounts to the shareholders in soft form i.e CD/DVD/USB as notified by Securities & Exchange Commission of Pakistan vide its SRO No. 470(I)/2016 dated May 31, 2016 be and is hereby approved.

Since there was no other business, the Chairman declared the meeting closed.  The meeting ended with the vote of thanks to the Chair.

CLOSURE OF THE MEETING:

There being no other business the meeting ended with a vote of thanks to the Chair.

 

-.-.-.-.-.-.-



 

LIST OF PARTICIPANTS OF 10TH EXTRAORDIANRY GENERAL MEETING OF

OIL AND GAS DEVELOPMENT COMPANY LIMITED HELD  ON AUGUST 23, 2016

 

Sr.

Name

Folio/CDC Participant ID


Directors


1.

Mr. Zahid Muzaffar

-

2.

Mr. Iskander Mohammed Khan

-

3.

Mr. Zafar Masud

-

4.

Prince Ahmed Omar Ahmedzai

-

5.

Mr. Rahmat Salam Khattak

-

6.

Mr. Zahid Mir

-


Shareholders

-

7.

Mr. Nadeem Ahmed

00307-99667

8.

Mr. Abdul Tayyab Khan

14837-1721

9.

Mr. Muhammad Hammad Khan

10629-70485

10.

Mr. Shahana Tayyab

01826-78246

11.

Mr. Mohammad Masood Akhtar

13417-3984

12.

Mr. Irfan Babar Khan

6916-7439

13.

Mr. Iftikhar Hussain

00364-83566

14.

Mr. Abdul Hadi

03228-5935

15.

Mr. Talha Muhammad

92070

16.

Mr. M.Rasheed Ch

83583

17

Mr. M.Shiraz Hasan

79093

18.

Sh. Aftab Ahmed

94639

19.

Mr. Zafran Aziz

04184-89090

20.

Mr. Naz Hussain

69910

21.

Ch. Ghulam Qumais

45882

22.

Mr. Inamullah khan

10249

23

Mr. Mohammad Tariq khan

00364-21202 & 91935-3350

24.

Mr. Abdul Sham Khan

03350-45704

25.

Syed Irshad Hussain

42109

26.

Mr. Muhammad Shafique Sheikh

04283-9948

27.

Mr. Khan Mohd Ajmal

83629


 

Auditors and Legal Advisor


 

28.

 

M/s KPMG Taseer Hadi & Co. Chartered Accountants

-

29.

M/s A.F Ferguson & Co. Chartered Accountants

-

30

M/s Khokhar Law Chambers, Advocate & Corporate Counsel

-

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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