Oil&gas Regs Regulatory News (OGDC)

No. CS04-08 (PSX/LSE/SECP)

September 26, 2018

SUBJECT: NOTICE OF 21ST ANNUAL GENERAL MEETING

Dear Sir,

Enclosed please find a copy of the Notice of Twenty First Annual General Meeting to be held on Thursday, October 25, 2018 for circulation amongst your members.

Thanking you.

 Yours faithfully,

(Ahmed Hayat Lak)

Company Secretary

Copy:

Director/HOD,

Surveillance, Supervision and Enforcement Department

Securities & Exchange Commission of Pakistan, NIC Building,

63 Jinnah Avenue, Blue Area,

Islamabad.

OIL & GAS DEVELOPMENT COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty First Annual General Meeting of Oil and Gas Development Company Limited will be held at Marriott Hotel, Islamabad on October 25, 2018, at 09:00 a.m to transact the following business:

ORDINARY BUSINESS

1) To confirm the minutes of the 20th Annual General Meeting held on October 24, 2017.

2) To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2018 together with the Directors' and Auditors' Reports thereon.

3) To approve the final cash dividend @ 25% i.e. Rupees 2.5 per share for the year ended June 30, 2018 as recommended by the Board of Directors. This is in addition to three interim cash dividends totaling to 75% i.e. Rs. 7.5/- per share already paid during the year.

4) To appoint Auditors for the year 2018-19 and fix their remuneration. The present auditors M/s KPMG Taseer Hadi & Co., Chartered Accountants and M/s. A.F Ferguson & Co., Chartered Accountants will stand retired on the conclusion of this meeting.

5) To transact any other business with the permission of the Chair.

By order of the Board

Islamabad (Ahmed Hayat Lak)

September 26, 2018 Company Secretary

NOTES:

A member entitled to attend and vote at this meeting is entitled to appoint another person as his / her proxy to attend and vote. Proxies in order to be effective must be received at the Registered Office of the Company duly stamped and signed not less than 48 hours before the meeting.

2- CDC Account holders will further have to follow the under mentioned guidelines:

a. For attending the meeting

In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per regulations, shall authenticate his / her identity by showing his / her original National Identity Card (NIC) original passport at the time to attending the meeting.

In the case of corporate entities, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.

b. For appointing proxies

i) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per regulations, shall submit the proxy form as per the above requirement.

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

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

iv) The proxy shall produce his / her original CNIC or original passport at the time of the meeting.

v) In the case of a corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

3-Video Conference Facility

In accordance with Section 132(2) of the Companies Act, 2017 if the Company receives consent from members holding in aggregate 10% or more shareholding residing in a geographical location to participate in the meeting through video conference at least 7 days prior to the date of Annual General Meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. To avail this facility please submit such request the Company Secretary of the Company on given address:

Company Secretary, Oil and Gas Development Company Limited, OGDCL House Plot No. 3, F-6/G-6, Jinnah Avenue, Blue Area, Islamabad.

4- Closure of Share Transfer Books

The share transfer books of the company will remain closed and no transfer of shares will be accepted for registration from October 18, 2018 to October 25, 2018 (both days inclusive). Transfers received in order at the Share Registrars' office by the close of business on October 17, 2018 will be treated in time for the purpose of payment of final cash dividend, if approved by the Shareholders.

5- Change in Address

Members are requested to promptly notify any change in their address.

6- Dividend Payments through Electronic Mode

In order to receive the future dividends through electronic mode as per the requirements of Section 242 of the Companies Act, 2017, shareholders are requested to provide the following detail:

7-Transmission of Annual Audited Financial Statements Through CD:

The Company has circulated Annual Financial statements to its members through CD at their registered address. Printed copy of above referred statements can be provided to members upon request. Request Form is available on the website of the Company i.e. www.ogdcl.com

8-Transmission of Annual Reports through E-Mail:

The SECP vide SRO 787 (1)/2014 dated September 08, 2014 has provided an option for shareholders to receive audited financial statements along with notice of annual general meeting electronically through email. Hence, members who are interested in receiving the annual reports and notice of annual general meeting electronically in future are requested to send their email addresses on the consent form placed on the Company's website www.ogdcl.com, to the Company's Share Registrar. The Company shall, however additionally provide hard copies of the annual report to such members, on request, free of cost.

9-Availability of Audited Financial Statements on Company's Website:

The audited financial statements of the Company for the year ended June 30, 2018 have been made available on the Company's website www.ogdcl.com, in addition to annual and quarterly financial statements for the prior years.