JS Global Capital : Notice of Extraordinary General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of JS Global Capital Limited (the "Company" or "JSGCL") will be held at 15th Floor, The Centre, Plot No. 28, SB-5, Abdullah Haroon Road, Karachi on Friday, December 23, 2022, at 11:30 a.m., to transact the following business:

ORDINARY BUSINESS

1. To elect seven (7) directors of the Company as fixed by the Directors for a period of three years commencing from December 23, 2022, in accordance with the provisions of Section 159(1) of the Companies Act, 2017. The names of retiring Directors, who are eligible to offer themselves for re-election, are as follows:

1. Mr. Shahab Anwar Khawaja
2. Mr. Iftikhar Ahmed Rao
3. Mr. Muhammad Yousuf Amanullah
4. Mr. Salaal Hasan
5. Ms. Shireen Raza
6. Mr. Hasan Saeed Akbar
7. Mr. Fahad Viquar Siddiqui

By Order of the Board

______________________________

Muhammad Yousuf Amanullah

Company Secretary

Karachi: December 01, 2022

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NOTES

1. The term of office of the present Directors of the Company will expire on December 23, 2022. In terms of Section 159 (1) of the Companies Act, 2017, the directors have fixed the number of elected directors at seven (7) to be elected in the extraordinary general meeting for the next term of three years. (The present Directors are interested to the extent that they are eligible for re-election as Directors of the Company).
2. Any person who seeks to contest the election of directors shall, whether he is a retiring director or otherwise, file with the Company the following documents and information at its registered office not later than fourteen days before the day of the above said meeting:

1. His/her Folio No./CDC Investors Account No./CDC Participant No./Sub-Account No.
2. Notice of his/her intention to offer himself/herself for the election of directors in terms of Section 159 (3) of the Companies Act, 2017.
3. Consent to act as director on Form 28 under section 167 of the Companies Act, 2017.
4. A detailed profile along with his/her office address for placement onto the Company's website as required under SECP's SRO 1196(I)/2019 dated October 03, 2019.
5. He/ she has not been declared by a court of competent jurisdiction as defaulter in repayment of loan to a financial institution.
6. The Selection of Independent Directors will be through the process prescribed in Section 166 of the Companies Act, 2017 and shall be elected in the manner prescribed in Section 159 of the Companies Act, 2017. Person contesting as Independent Director shall submit a declaration that he/ she meets the criteria of independence and eligibility laid down under the Companies Act, 2017 and the Companies (Manner and Selection of Independent Directors) Regulations, 2018.
7. The form and affidavit prescribed in the Securities Broker (Licensing and Operations) Regulations, 2016 duly filled and signed. The same can be obtained by the member who wishes to contest from the registered office of the Company during regular business hours. Confirmation of any successful candidate shall be subject to regulatory clearance, and in case of a foreigner also subject to the security clearance by the Ministry of Interior for which purpose he/shall submit the requisite undertaking. A copy of the undertaking can be obtained from the registered office of the company during regular business hours.
8. An attested copy of Computerized National Identity Card (CNIC) or Passport in case of foreigners;
9. A declaration that:
10. • He/she is not ineligible to become a director of the Company under any applicable laws and regulations (including listing regulations of Stock Exchange).
    • He/she nor his/her spouse is not serving as a director in any other company listed on the Pakistan Stock Exchange.
    • Meets the Fit and Proper criteria for Directors for a securities broker as contained in Securities Brokers (Licensing and Operations) Regulations, 2016
    • Neither he/she is holding directorship or employment in any other company licensed as a securities broker.
    • He/she is aware of his/her duties and powers under the relevant laws, Memorandum & Articles of Association of Company and listing regulations of stock exchange;

3. The Company has placed the Notice of General Meeting along with form of proxy on its website: www.jsgcl.com.

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1. The Share Transfer Books of the Company shall remain closed from December 17, 2022, to December 23, 2022, (both days inclusive) for determining the entitlement of Ordinary shareholders for attending and voting at the General Meeting.
2. Physical transfers and deposit requests under Central Depository System received at the close of business on December 16, 2022 by the Company's Registrar i.e., CDC Share Registrar Services Limited, CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal Karachi will be treated in time for the purpose of attending and voting at the meeting.
3. A member of the Company entitled to attend and vote may appoint another member as his/her proxy to attend and vote instead of him/her. A proxy must be a member of the Company.
4. Proxies must be received at the Registered Office of the Company not less than 48 hours before the time of the meeting.
5. Beneficial owners of the shares registered in the name of Central Depository Company of Pakistan Limited (CDC) and/or their proxies will have to follow the following guidelines as laid down by the Securities and Exchange Commission of Pakistan:

A. For Attending the Meeting

1. In light of the clarification issued by the Securities and Exchange Commission of Pakistan for ensuring participation of members in general meeting through electronic means as a regular feature, the Company has also provided the facility for attending the meeting via video-link to its shareholders. The members are encouraged to participate in the meeting online.
2. The members who intend to attend and participate in the EOGM of the Company through video link arrangement are requested to complete identification and verification formalities i.e., to provide following required information at the email: jsgcl.cs@js.com on or before December 21, 2022.

The video link of meeting will be sent to the members on their email addresses.

Further, the members can also provide their comments / suggestions for discussion on the agenda items of the EOGM through following means:

1. The members who intend to attend and participate physically in the EOGM of the Company will be allowed to participate keeping in view the COVID-19 related SOP's issued by the Provincial and / or the Federal Government.
   The Company will follow the best practices and comply with the instructions of the Government and SECP to ensure protective measures are in place for well-being of its members.

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