2025-03-28
Added · Updated
The Securities and Exchange Commission of Pakistan amends the Companies (Postal Ballot) Regulations, 2018, to require listed companies to send information to members no later than seven days before a general meeting for director elections and special business. The amendments mandate that scrutinizers be appointed at least twenty-one days prior to the meeting and that meeting notices include specific details about the scrutinizer. New clauses authorize scrutinizers to validate director nomination papers, independent director selection due diligence, and proxy forms. Additionally, updated Annexures I and II prescribe the specific formats for postal ballot papers and the execution report of voting results.
Page 1 of 4 Government of Pakistan Securities and Exchange Commission of Pakistan Islamabad, 20th March, 2025 NOTIFICATION S.R.O.453(I)/2025.- In exercise of powers conferred under section 512 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan hereby makes the following amendments to the Companies (Postal Ballot) Regulations, 2018, the same having been previously published in the official Gazette, vide Notification S.R.O. 1640(I)/2024 dated October 9, 2024 as required by the section 512, namely:- AMENDMENTS In the aforesaid Regulations, - (1) in regulation 4, for sub-regulation (4) the following shall be substituted, namely: - “(4) In case of election of directors and transactions specified as special business under the Act, a listed company shall send the required information to members as provided in sub-regulations (2) and (3) not later than seven days before the date of general meeting and the provisions of regulation 7 shall apply.”; (2) in regulation 10, in sub-regulation (3) the proviso shall be omitted; (3) in regulation 11, in sub-regulation (1) for the proviso the following shall be substituted, namely: - “Provided that the scrutinizer shall be appointed not later than twenty-one days before the date of general meeting and notice of the meeting shall provide the information about the scrutinizer, including but not limited to name, qualification, experience and the purpose of appointment.”; (4) in regulation 11A, in sub-regulation (1), in clause (g), the word “and” at the end shall be omitted and thereafter following new clauses shall be added, namely: - “(ga) validate the company’s decision of accepting or rejecting the nomination papers submitted for the election of directors;
Page 2 of 4 (gb) validate the due diligence carried out by the company for the selection of the independent director from the data bank; (gc) validate the proxy forms filed with the company, and the company’s decision regarding their acceptance or rejection; and”; and (5) for Annexure I and Annexure II, following shall be substituted, namely:- “Annexure I [Regulation 8] Ballot paper for voting through post for poll to be held on (time, date and place of poll) (Name of Company and Logo) Complete contact details (including website address) Designated email address of the Chairman at which the duly filled in ballot paper may be sent: Name of shareholder/joint shareholders Registered Address Number of shares held and folio number CNIC Number (copy to be attached) Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.) I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below (delete as appropriate); Sr. No. Nature and Description of resolutions No. of ordinary shares for which votes cast I/We assent to the Resolutions (FOR) I/We dissent to the Resolutions (AGAINST) In case of election of directors Sr. No. Name of directors No. of ordinary shares, used for voting in favor of the director Number of votes (number of voting shares X number of director to be elected)
Signature of shareholder(s) Place: Date:
Page 3 of 4 NOTES:
“Annexure II Regulation 10 and 11A Results of Voting on Resolutions/ Execution Report Name of the Company Date of the general meeting Date of poll Dates for casting e-voting Last date of receiving postal ballot Any other related information Resolutions Resolution 1 Details Resolution 2 Details Resolution 3 Details Vote casted in person or through proxy: Particulars Result of resolutions (In case of election of directors amend accordingly) Name of member*/ Folio No. Present in person or through proxy No. of Shares held or no. of votes No. of votes casted No. of invalid votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against Total In case of votes casted through proxy, mention the name of the proxy holder besides names of the member. Vote casted through e-voting: Particulars Result of resolutions (In case of election of directors amend accordingly) Name of member/ Folio No. Shares held or no. of votes No. of votes casted No. of invalid votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against
Page 4 of 4 Total Vote casted through post: Particulars Result of resolutions (In case of election of directors amend accordingly) Name of member*/ Folio No. Shares held or no. of votes No. of votes casted No. of invalid votes Resolution No. 1 Resolution No. 2 Resolution No. 3 Favor Against Favor Against Favor Against Total Consolidated result of voting Sr. No. Resolutions (In case of election of directors amend accordingly) Total No. of Shares/ Votes held Total Number of votes Casted Total Number of Invalid Votes Number of Votes Casted in Favor Number of Votes Casted Against Percentage of Votes Castes in Favor Resolution Passed/ Not Passed Remarks
Signature of Chairman Place: Date:]”. [File No. SMD/PRDD/2(321)/2022]