JS Global Capital : Notice of Annual General Meeting for FY2021

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty First (21st) Annual General Meeting ("AGM") of the members of JS Global Capital Limited (the "Company" or "JSGCL") will be held on Thursday, April 28th, 2022 at 11:00 a.m. PST via Zoom Video Conference Call at 15th Floor, The Center Building, Plot No. 28, SB-5, Abdullah Haroon Road, Saddar, Karachi - 74400, Pakistan to transact the following businesses:

ORDINARY BUSINESSES:

• 1. To receive, consider and adopt the audited financial statements of the Company for the year ended December 31st, 2021, together with the Directors' Report and Auditors' Report thereon and Chairman's Review Report.

• 2. To appoint auditors of the Company and fix their remuneration for the year ending December 31st, 2022. The Audit Committee and the Board of Directors have recommended the appointment of auditors M/s KPMG Taseer Hadi & Co. Chartered Accountants, as auditors of the Company, who being eligible have offered themselves for re-appointment as auditors of the Company.

ANY OTHER BUSINESS:

• 1. To consider any other business, if any, with the permission of the Chair.

  By the Order of the Board

  __________________
  Karachi	Syed Sufyan Ahmed
  April 07th, 2022	Company Secretary
  Notes:

• 1. The Share Transfer Books of the Company shall remain closed from April 21st, 2022 to April 28th, 2022 (both days inclusive) for determining shareholders for attending and voting at the Annual General Meeting.

• 2. Physical transfers and deposit requests under Central Depository System received at the close of business on April 20th, 2022 by the Company's Share 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. 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 in Circular No.1 of 2000:

• A. For Attending the Meeting:

• (i) The Securities & Exchange Commission of Pakistan (SECP) vide its Notification # SMD/SE/2(20)/2021/117 dated December 15th, 2021 has instructed to hold the general meeting physically and virtually to ensure the maximum participation by the members. However, due to prevailing Pandemic COVID-19 (OMICRON) situation, the Government of Sindh, Health Department vide its Order No.SOJI/8-1/(04)2020(Stage-4 NPIs) dated January 19, 2022, issued in view of National Command and Operation Centre's (NCOC) letter dated January 19, 2022, has imposed certain restrictions, including ban on indoor gatherings. In view of above, the Company has therefore decided to conduct Annual General Meeting via Zoom Video Link along with designating a physical venue by following all the COVID related SOPs to facilitate the members who intend to attend the meeting physically. However, the Company has encouraged members to attend the general meeting through video conferencing with a view to protect the well-being of its members in view of the threats posed by the recent wave of COVID-19 (OMICRON).

• (ii) To attend and participate in the 21st AGM of the Company through video link arrangement, members are requested to complete identification and verification formalities i.e. provide their names, CNICs scanned (both sides), folio numbers, cell phone numbers and email addresses on or before April 20th, 2022 by 5:00 p.m. at the following email address [e-mail] video link of meeting will be sent to the members on their email addresses.

• (iii) The members can also provide their comments / suggestions for discussion on the agenda items of the AGM through following means by April 20th, 2022:

WhatsApp	SMS	Email
0345-2929128	0345-2929128	[e-mail]

• (iv) The Company will ensure that comments / suggestions of the members will be read out at the meeting by the Company Secretary and the responses will be made part of the minutes of the meeting. Any and all suggestions and comments received from shareholders shall be duly discussed in the meeting and be recorded appropriately in the minutes. The minutes of the meeting will be recorded and kept as per requirements.

• (v) 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.

B.

For Appointing Proxies:

• (i) In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.

• (ii) The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.

• (iii) Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.

• (iv) The proxy shall produce his original CNIC or original passport at the time of the meeting. Proxy form must be received at the Registered Office of the Company located at 17th/18thFloor, The Centre Building, Abdullah Haroon Road, Saddar, Karachi, duly stamped and signed not less than 48 hours before the time of the meeting.

• (v) In case of corporate entity, scanned copies of the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

  • 4. Shareholders are requested to notify immediately of any change in their addresses to the Company's Share Registrar.

  • 5. In terms of the directives of the Securities and Exchange Commission of Pakistan (SECP), the Computerized National Identity Card Numbers (CNIC) of the registered shareholders or the authorized person, except in the case of minor(s) and corporate shareholders are required to be mentioned on the dividend warrants and the annual return required to be filed by the Company with the SECP. Therefore, the shareholders who have not yet provided copies of their CNICs are advised to provide at earliest the attested copies of their CNICs (if not already provided) directly to the Company's Share Registrar at the address mentioned above.

• 6. In terms of Section 242 of the Companies Act, 2017, any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. Accordingly, the shareholders holding physical shares are requested to provide to the Company's Share Registrar at the address mentioned above, electronic dividend mandate on E-Dividend Form which is available on website of the Company i.e.www.jsgcl.com.In the case of shares held in CDC, the same information should be provided to the concerned CDS Participants for updating and forwarding to the Company in order to make process of payment of cash dividend more efficient.

• 7. Members seeking exemption from deduction of income tax or are eligible for deduction at a reduced rate are requested to submit a valid tax certificate or necessary documentary evidence, as the case may be.

• 8. Different rates are prescribed under Section 150 of the Income Tax Ordinance, 2021 for deduction of withholding tax on the amount of dividend paid by the companies. These tax rates are as under:

  For filer of income tax rates: 15%

  For non-filers of income tax returns: 30%

  To enable the Company to make tax deductions of the amount of cash dividend @15% instead of 30%, all shareholders whose names are not entered into the Active Tax-payers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered into the ATL before the date for payment of the cash dividend otherwise tax on their cash dividend will be deducted @30% instead of 15%.

  For any query/problem, the investor may contact the Company and/or the Share Registrar at the following numbers and email addresses. The contact of Company Secretary is+92 21 111 574 111 (Ext: 3117) and email address [e-mail] and the contact number of the Share Registrar is [phone] and email address [e-mail].

• 9. The Shareholders who have joint shareholdings held by filers and non-filers shall be dealt with separately and in such particular situation, each account holder is to be treated as either a Filer or a Non-Filer and tax will be deducted according to his shareholding. If the share is not ascertainable, then each account holder will be assumed to hold equal proportion of shares and the deduction will be made accordingly. Therefore, in order to avoid deduction of tax at a higher rate, the joint account holders are requested to provide the below details of their shareholding to the Share Registrar of the Company.

Folio /CDC Account No	Total Shares	Principal Shareholder	Joint Shareholder
Name &CNIC	Shareholding proportion	Name &CNIC	Shareholding proportion

• 10. Shareholders who by any reason could not receive their dividends are advised to contact our Share Registrar to inquire about their unclaimed dividends, if any. In compliance with Section 244 of the Companies Act, 2017, after having completed the stipulated procedure, all such dividends outstanding for a period of 3 years or more from the date due shall be deposited to the credit of Federal Government.

• 11. Under Section 223(6) of the Companies Act, 2017, listed companies are allowed to send the Audited Financial Statements etc., through electronic mail system (e-mail). The members are hereby requested to convey their consent via email on a standard request form which is available at the Company's website i.e.www.jsgcl.com.Please ensure that your email account has sufficient rights and space available to receive such email which may be greater than 1 MB in size. Members can request a hard copy of Audited Financial Statements which shall be provided free of cost within seven days from the date of requisition. Further, it is the responsibility of the member(s) to timely update the Share Registrar of any change in his (her/its/their) registered email address at the address of Company's Share Registrar mentioned above.

• 12. The Company has placed the Audited Financial Statements for the year ended December 31, 2021 along with Auditors and Directors Reports thereon and Chairman's Review Report on its website:www.jsgcl.com.