Memorandum and Articles of Association

The Companies Ordinance 1984
COMPANY LIMITED BY SHARES

Memorandum

AND

Articles of Association

OF

Philips Electrical Industries of
Pakistan Limited

1

Ordinary Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Twentyeighth Annual General
Meeting of the company held on May 3, 1982 at the Council Hall of the Overseas Investors Chamber of
Commerce Building, Karachi.

RESOLUTION

That the Reserve for Bonus Shares of Rs. 5,000,000 be capitalised and applied to the issue of 500,000
ordinary Shares of Rs. 10/- each allotted as fully paid Bonus Shares to the members of the company whose
names appear on the Register of members as at the close of business on May 3, 1982 in the proportion of
two Bonus Shares for every thirteen Shares then held and that the shares so allocated shall be deemed for
all purposes as an increase in the paid up capital of the company.

J. MULDER
Chairman

Ordinary Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Twentyninth Annual General
Meeting of the company held on May 3, 1983 at the Council Hall of the Overseas Investors Chamber of

RESOLUTION

names appear on the Register of members as at the close of business on May 3, 1983 in the proportion of
two Bonus Shares for every fifteen Shares then held and that the shares so allocated shall be deemed for

M.A. INWARDS
Chairman

Ordinary Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Thirtieth Annual General
Meeting of the company held on April 30, 1984 at the Council Hall of the Overseas Investors Chamber of

RESOLUTION

names appear on the Register of members as at the close of business on April 30, 1984 in the proportion of
one Bonus Shares for every ten Shares then held and that the shares so allocated shall be deemed for all
purposes as an increase in the paid up capital of the company.

M.A. INWARDS
Chairman

2

Ordinary Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Thirtyfirst Annual General

RESOLUTION

names appear on the Register of members as at the close of business on April 28, 1985 in the proportion of
one Bonus Shares for every twenty Shares then held and that the shares so allocated shall be deemed for

J.POST
Chairman

Special Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Thirtyfirst Annual General

RESOLUTION

That the Authorised Capital of the Company be increased from Rs. 50,000,000 to Rs, 80,000,000 by the
creation of 3,000,000 new ordinary shares of Rs. 10/- each.

J.POST
Chairman

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED

Passed at the thirtysecond Annual General Meeting of the company held on May 7, 1986 at the Council
Hall of the Overseas Investors Chamber of Commerce Building, Karachi.

RESOLUTIONS

1. That the Memorandum of Association of the Company be amended to bring it in conformity with the
Companies Ordinance 1984 and for that purpose be amended as follows.

(i) In Clause 2 after words Situate in the words the Province of Sindh be substituted therefor.

(ii) a) In Line 8 of sub-clause (p) of Clause 3 the words including its uncalled capital be deleted.

b) In Line 5 of sub-clause (v) of Clause 3 the words or in part be deleted.

2. That as recommended by the Directors the attached draft Articles of Association initialed by the
Company Secretary for purposes of identification be and are hereby adopted as Articles of Association
of the Company in substitution of and to the exclusion of all the existing Articles of Association.

J.POST
Chairman

3

Ordinary Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Thirtyfourth Annual General
Meeting of the company held on May 12, 1988 at the Beach Luxury Hotel, Moulvi Tamizuddin Khan Road,
Karachi.

RESOLVED that the Directors be and are hereby authorised and empowered to raise or borrow moneys
from time to time for the purpose of the company and to create securities for the repayment of the moneys
borrowed in such manner and upon such terms and conditions as they think fit. Provided always that the
total amount borrowed and outstanding at any one time shall not exceed Twelve times the amount of the
paid up share capital of the Company.

FURTHER RESOLVED that all existing loans obtained by the company within the aforesaid limit be and are
hereby ratified.

RESOLVED that the Authorised Capital of the Company be increased from 80,000,000 to Rs. 160,000,000
by the creation of 8,000,000 new ordinary shares of Rs. 10 each.

C.T. DULLAERT
Chairman

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Thirtyfourth Annual General
Meeting of the company held on May 12, 1988 at the Beach Luxury Hotel, Moulvi Tamizuddin Khan Road,
Karachi.

RESOLVED that the Memorandum of Association of the Company be altered by substituting for the figures
80,000,000/- and 8,000,000 appearing in Clause 5, the figures 160,000,000 and 16,000,000 respectively.

RESOLVED that the Articles of Association of the Company be altered by substituting for the figures
80,000,000 and 8,000,000 appearing in Article 4, the figures 160,000,000 and 16,000,000 respectively.

RESOLVED that as recommended by the Board of Directors maximum retirement age of a Director be and
is hereby fixed at 70 years and for the purpose a sub-clause (J) be added to Article 87 of the Companys
Article of Association as follows:

If he attains the age of 70 years he shall stand retired.

C.T. DULLAERT
Chairman

Ordinary Resolution

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the 39
th
Annual General Meeting
of the company held on May 3, 1993 at the Darbar Hall, Sheraton Hotel, Karachi.

RESOLUTION

Ordinary Shares of Rs. 10/- each allotted as fully paid Bonus Shares to the members of the company
whose names appear on the Register of members as at the close of business on May 3, 1993 in the
proportion of one Bonus Shares for every ten Shares then held and that the share so allocated shall be
deemed for all purposes as an increase in the paid up capital of the company.

S. NASEEM AHMED
Chairman

4

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Fifty third Annual General
Meeting of the company held on Monday, April 30, 2007 at F-54, S.I.T.E., Karachi.

RESOLVED as and by way of Special Resolution THAT Article 80 of the Articles of Association of the
Company be and is hereby altered by substituting for the existing Article 80, the following new Article 80,
namely:

80. The number of Directors shall be fixed from time to time by the Board in accordance with Sections 174
and 178 of the Ordinance but unless otherwise determined by the Company in General Meeting, such
number shall not be less than three nor more than seven.

SHAHID ZAKI
Chairman

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Fifty fourth Annual General
Meeting of the company held on Wednesday, April 30, 2008 at F-54, S.I.T.E., Karachi.

RESOLVED as and by way of Special Resolution THAT the regulations contained in the printed
document submitted to this meeting, and for the purpose of identification subscribed by the
Chairman hereof, be approved and adopted as the Articles of Association of the Company, in
substitution for, and to the exclusion of, all the existing Articles thereof.

SHAHID ZAKI
Chairman

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Fifty fifth Annual General
Meeting of the company held on Friday, May 29, 2009 at F-54, S.I.T.E., Karachi.

(i) RESOLVED as and by way of Special Resolution THAT Article 62 of the Articles of
Association of the Company be and is hereby amended as below:

(i) In the last line thereof the words ten two be substituted by the word two.

(ii) RESOLVED as and by way of Special Resolution THAT Article 104 of the Articles of
Association of the Company be and is hereby altered by substituting for the existing
Article 104, the following revised / new Article 104, namely:

104 Subject to the provisions of Section 196(2) of the Ordinance, a resolution in
writing, signed by all the Directors or by all the members of a Committee of
Directors shall be as valid and effectual as if it had been passed at a
meeting of the Directors, or as the case may be of such committee, duly
called and constituted. Such resolution may be contained in one document
or in several documents in like form each signed by one or more of the
Directors or members of the committee concerned. A cable or telex
message or facsimile transmission or electronic mail sent by a Director or a
member of the committee shall be deemed to be a document signed by
him for the purposes of this Article.

(iii) FURTHER RESOLVED as and by way of Special Resolution THAT Article 160 of the
Articles of Association of the Company be and is hereby amended as below:

5

(ii) In the Article thereof the words N.V. Philips Glocilampenfabrieken of
Eindhoven be substituted by the words Koninklijke Philips Electronics
N.V. of The Netherlands.

ASAD S. JAFAR
Chairman

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Fifty Seventh Annual General
Meeting of the company held on Thursday, April 28, 2011 at F-54, S.I.T.E., Karachi.

RESOLVED as and by way of a Special Resolution THAT the authorized capital of the Company
be and is hereby increased from Rs. 160,000,000 to 500,000,000 by the creation of 34,000,000
ordinary shares of Rs. 10 each such new shares to rank pari passu in all respects with the existing
ordinary shares in the capital of the Company, and THAT accordingly:

the Memorandum of Association of the Company be and is hereby altered by substituting for
the existing Article V, the following new Article V, namely:

V. The authorized capital of the Company is Rs. 500,000,000 divided into 50,000,000
ordinary shares of Rs. 10 each.

ASAD S. JAFAR
Chairman

Special Resolutions

of

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Extraordinary General
Meeting of the company held on Wednesday, November 23, 2011 at F/54-B, S.I.T.E., Karachi.

RESOLVED as and by way of a Special Resolution THAT the authorized capital of the Company
be and is hereby increased from Rs. 500,000,000 to 1,800,000,000 by the creation of 130,000,000
ordinary shares of Rs. 10 each such new shares to rank pari passu in all respects with the existing
ordinary shares in the capital of the Company, and THAT accordingly:

the Memorandum of Association of the Company be and is hereby altered by substituting for
the existing Article V, the following new Article V, namely:

V. The authorized capital of the Company is Rs. 1,800,000,000 divided into 180,000,000
ordinary shares of Rs. 10 each.

ASAD S. JAFAR
Chairman

6

(THE COMPANIES ORDINANCE 1984)


MEMORANDUM OF ASSOCIATION OF


Name 1. The name of the company is PHILIPS ELECTRICAL INDUSTRIES OF
PAKISTAN LIMITED.
Registered Office 2. The Registered Office of the Company will be situate in the Province of
Sindh at Karachi.
Objects 3. The objects for which the Company is established are (and it is expressly
declared that the several sub-clauses of this clause and all the powers
therein are to be cumulative and in no case is the generality of any one
sub-clause to be narrowed or restricted by any particularity of any other
sub-clause nor is any general expression in any sub-clause to be
narrowed or restricted by any particularity of expression in the same sub-
clause or by the application of any rule of construction ejusdem generics
or otherwise):-
To carry on business
of manufacturers
and dealers in radio-
apparatus and
electric lamps.
(a) To carry on the business of manufacturers and sellers of and dealers in
and agents for all kinds of radioapparatus, all kinds of electric lamps
including gasfilled lamps, vacuum lamps, carbon lamps, and arc lamps,
electric discharge tubes and other articles, instruments and things
required for or capable of being used for or in connection with the
generation, transformation, propagation, radiation, distribution, supply
accumulation and employment or application of electricity, for radiating
wires for wireless signalling, lighting, heating, motive power, X-ray,
medical and any other purposes whatsoever, and to construct, maintain,
carry out, work, buy, sell, let on hire and deal in works, plant, machinery,
conveniences and things of all kinds capable of being used in connection
with such purposes of any kind, including cables, valves; wires, lines,
stations, exchanges, accumulators, dynamos, motors, batteries,
switching, regulating, controlling, signalling, and medical apparatus,
lamps, meters and engines.
of manufacturers
and dealers in
electrical material
(b) To carry on the business of manufacturers and sellers of and dealers in
and agents for all kinds of luminous electrical signs, devices, ornamental
and decorative work, electrical, mechanical and other advertising signs,
material for electrical and other illumination work, electrical transformers
and other electrical material of any and every description. To contract for
the lighting of any public and private place of property by electric or other
light and to establish and maintain centres from which light, heat Or
power may be distributed in any way or supplied or used for any purpose
and to contract for the performance of any service or the execution of any
work which can be effected by electricity, magnetism or any mechanical
or scientific process.
of electrical
engineers
(c) To carry on the business of electricians, electrical and general engineers,
and manufacturers and sellers of and dealers in and agents for all kinds
of telegraphic and telephonic works and apparatus of any and every
description, electrical instrument manufacturers, glass manufacturers and
workers, metal workers and merchants, advertising agents and
contractors and any other trade whatsoever, whether manufacturing or
otherwise which can in the opinion of the Company be advantageously or
conveniently carried on by the Company by way of extension of or in
connection with its general business, or is calculated directly or indirectly
to develop any branch of the Companys business or to increase the
value of or turn to account any of the Companys assets, property or
rights.
To make and supply
apparatus for
(d) To acquire, make, maintain, work, use and supply telegraphs, telephones
and wireless and machines, valves, apparatus and appliances of every

7

telegraphs
telephones and
wireless
kind, for use in connection with the transmission of signals, sounds and
other communication whether submarine, marine, aerial, on land or
otherwise howsoever, and to carry on business as manufacturers and
suppliers of and dealers in all such machines, apparatus and appliances
and the component parts thereof.
To deal in
appliances and to
supply electricity
(e) To carry on the business of manufacturers of and dealers in mechanical
and electrical appliances of every description, mechanical and electrical
engineers, suppliers and transmitters of electricity and electric energy of
all kinds, whether for lighting, heating, transmission of power or
telegraphic or telephonic or other purposes.
To act as carriers (f) To carry on business, and to act in any part of the world as
manufacturers, merchants, traders, distributors, carriers by land, sea, or
air, commission agents, general and special agents and representatives
of any other company, firm or person in any part of the world.
To acquire patents
and grant licenses
(g) To purchase, apply for or otherwise obtain or acquire (Whether with a
view to a re-sale or otherwise) any inventions, patents, designs,
monopolies, rights, privileges, licenses, processes, secret or other
information or trade marks or copyrights which may seem to the
Company to be capable of being used for any of the purposes of the
Company or the acquisition of which may be calculated directly or
indirectly to benefit the Company, and to work, use, exercise,
manufacture, vend, develop, grant licenses in respect of or otherwise
dispose of, deal in or turn to account all or any of such inventions,
patents, designs, monopolies, rights, privileges, licenses or processes,
information, trade marks, or copyrights as aforesaid.
To acquire property (h) To purchase or by other means acquire any freehold, leasehold, or other
property for any estate or interest whatever, and any rights, privileges or
easements over or in respect of any property, and any buildings, houses,
offices, factories, works, appliances, machinery, engines, plant, water
rights, motive power and light and any real or personal property or rights
whatsoever which may be necessary for or may be conveniently used
with or may enhance the value of any other property of the Company
To construct and
alter buildings
(i) To build, construct, maintain, improve, alter, enlarge, pull down and
remove or replace any buildings, houses, factories, offices, works,
wharves, roads, railways, tramways, canals, piers, quays and other works
and appliances, machinery- engines, walls, fences, banks, dams, sluices,
or water courses, and to clear sites for the same, and to work, manage
and control the same, or to join with any person, firm or company in doing
any of the things aforesaid.
To promote schools
of instruction
(j) To promote, form, equip, maintain and carry on schools of instruction in
all matters appertaining directly or indirectly to telegraphy or telephony or
wireless or any other method of inter-communication, and to provide
rewards or prizes of any kind in connection with any such matters.
To do research work (k) To equip, maintain and manage laboratories and experimental stations
for the purpose of research and other experimental work in connection
with telegraphy, telephony, wireless and other methods of
intercommunication or with any other matter connected with the business
of the Company.
To acquire other
businesses

To amalgamate
(l) To acquire and undertake the whole or any part of the business, goodwill
and assets of any person, firm or company carrying on or proposing to
carry on any of the businesses which this Company is authorised to carry
on, and as part of the consideration for such acquisition to undertake all
or any of the liabilities of such person, firm or company, or to acquire an
interest in, amalgamate with, or enter into any arrangement for sharing
profits, or for co-operation, or for limiting competition, or for mutual
assistance with any such person, firm or company, and to give or accept
by way of consideration for any of the acts or things aforesaid or property
acquired any shares, debentures, debenture-stock or securities that may
be agreed upon and to hold and retain, or sell, mortgage and deal with

8

any shares, debentures, debenture stock or securities so received
To deal with property (m) To improve, manage, cultivate, develop, exchange, let on lease or
otherwise, mortgage, charge, sell, dispose of, turn to account, grant rights
and privileges in respect of, or otherwise deal with, all or any part of the
property and rights of the Company
To invest money (n) To invest and deal with the moneys of the Company not immediately
required upon such securities and in such manner as may from time to
time be determined.
To lend money (o) To lend and advance money or give credit to such persons and on such
terms as may seem expedient, and in particular to customers and others
having dealings with the Company, and to give guarantees or become
security for any such persons.
To borrow money (p) To borrow or raise money in such manner as the Company shall think fit,
and in particular by the issue of debentures or debenture-stock (perpetual
or otherwise and to secure the payment of any money borrowed, raised
or owing by mortgage, charge, or lien upon the whole or any part of the
Companys property or assets (whether present or future), and also by a
similar mortgage, charge, or lien to secure and guarantee the
performance by the Company of any obligation or liability it may
undertake.
To execute
negotiable
instruments
(q) To draw, make, accept, endorse, discount, execute, and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures, and other
negotiable or transferable instruments.
To apply for Acts of
Parliament, etc
(r) To apply for, promote, and obtain any Act of the Government of Pakistan
or of any Provincial or Local Government, Provisional Order, or Licence
of any Governments or authorities whether supreme, provincial, - local,
municipal or otherwise for enabling the Company to carry any of its
objects into effect, or for effecting any modification of the Companys
constitution; or for any other purpose which may seem expedient, and to
oppose any proceedings or applications which may seem calculated
directly or indirectly to prejudice the Companys interests.
To enter into
arrangements with
governing bodies
(s) To enter into any arrangements with Governments or authorities
(supreme municipal, local, or otherwise) or any corporations, companies
or persons that may seem conducive to the Companys objects or any of
them and to obtain from any such Government, authority, corporation,
company, or person, any charters, contracts, decrees, rights, privileges,
and concessions which the Company may think desirable, and to carry
out, exercise, and comply with any such charters, contracts, decrees,
rights, privileges and concessions.
To hold shares in
other companies
(t) To subscribe for, take, purchase, or otherwise acquire and hold shares or
other interest in or securities of any other company.
To act as agents and
trustees
(u) To act as agents or brokers and as trustees for any person, firm, or
company, and to undertake and perform sub-contracts and also to act in
any of the businesses of the Company through or by means of agents,
brokers, sub-contractors, or others.
To remunerate
persons rendering
services to the
company
(v) To remunerate any person, firm, or company rendering services to this
Company, whether by cash payment or by the allotment to him or them of
shares or Securities of the Company credited as paid up in full or
otherwise.
To pay promotion
expenses
(w) To pay all or any expenses incurred in connection with the formation,
promotion and incorporation of the Company or to contract with any
person, firm, or company to pay the same, and to pay commissions to
brokers and others for underwriting, placing, selling or guaranteeing the
subscription of any shares, debentures, debenture stock, or securities
of this Company.

9

To support
charitable institutions
(x) To support and subscribe to any charitable or public object and any
institution society, or club which may be for the benefit of the Company or
its employees or may he connected with any town or place where the
Company carries on business; to give pensions, gratuities, or charitable
aid to any person or persons who may have served the Company or to
the wives, children or other relatives of such persons; to make payments
towards insurance; and to form and contribute to provident and benefit
funds for the benefit of any persons employed by the Company.
To promote
companies
(y) To promote any other company for the purpose of acquiring all or any of
the property or undertaking any of the liabilities of the Company, or of
undertaking any business or operations which may appear likely to assist
or benefit the Company or to enhance the value of any property or
business of the Company, and to place or guarantee the placing of,
underwrite, subscribe for, or otherwise acquire all or any part of the
shares or securities of any such company as aforesaid.
To sell the
undertaking
(z) To sell or otherwise dispose of the whole or any part of the undertaking of
the Company, either together or in portion, for such consideration as the
Company may think fit, and in particular for shares, debentures,
debenture-stock, or securities of any company purchasing the same.
To distribute
property among
members
(aa) To distribute among the members of the Company in kind any property of
the Company, and in particular any shares, debentures, debenture-stock,
or securities of other companies belonging to this Company or of which
this Company may have the power of disposing.
To procure
registration abroad
(bb) To procure the Company to be registered or recognised in any British
colony or dependency and in any foreign country or place.
General works (cc) To do all such other things as may be deemed incidental or conducive to
the attainment of the above objects or any of them.

And it is hereby declared that the word Company save when used in
reference to this Company, in this clause shall be deemed to include any
syndicate, partnership or other body of persons, whether incorporated or
not incorporated, - and whether domiciled in the country of the
Companys incorporation or otherwise.
Liability of members 4. The liability of the members is limited.
Capital (as amended
by a Special
Resolution Passed
on 23
rd
November
2011)
5. The authorised capital of the Company is Rs. 1,800,000,000/- divided into
180,000,000 ordinary shares of Rs.10/- each.

10

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a
Company, in pursuance of this Memorandum of Association, and respectively agree to take the number of
shares in the capital of the Company set opposite our respective names.

Names, Addresses
and Descriptions of
Subscribers
Number of Shares
taken by each
Subscriber
Name, Address
and Description
of witness
JELTE ATZE OVERDIEP
Merchant
15 A. Mary Road,
Karachi
One
Parmanand

Thankurdas,
Advocate,
Bunder Road,
Karachi
LODEWIJK JOHAN STERNEBERG
Merchant
Zeba Manzar,
Plot No. 3
Karachi Housing Union,
Karachi
One
SHERIAR FRAMJI IRANI
Merchant
Mani Villa,
Edward Street,
Soldier bazaar,
Karachi
One
TOTAL. 3
Dated the 29
th
day of July 1954.

11

(THE COMPANIES ORDINANCE 1984)


ARTICLES OF ASSOCIATION OF

(As approved and adopted by a Special Resolution passed at the 54
th
Annual
General Meeting of the Company held on April 30, 2008)

1. The marginal notes hereto shall not affect the construction
hereof and in these presents, unless there be something in the subject or context
inconsistent therewith-

The Ordinance means the Companies Ordinance 1984.

In the event of any Section of the Ordinance to which specific
reference is made in these presents being amended or
altered by statute or otherwise then such reference shall
be deemed to be the amended or altered Section
accordingly.

Special Resolution shall have the meaning assigned thereto by
Sub-section (36) of Section 2 of the Ordinance.

The Directors means the Directors for the time being of the
Company but shall not include Departmental and Local
Directors.

The Company means Philips Electrical Industries of Pakistan
Limited.

The Chief Executive means the Chief Executive of the
Company appointed from time to time pursuant to these
Articles.

The Office means the Registered Office for the time being of
the Company.

The Seal means the Common Seal for the time being of the
Company.

The Register means the Register of Members to be kept
pursuant to Section 147 of the Ordinance.

The Registrar means the Registrar of Companies of the
Province within which the Office is situate.

Interpretation.

12

The Secretary means the Secretary for the time being of the
Company.

Member means a person whose name is for the time being
entered in the Register of Members by virtue of his/her
being a subscriber to the Memorandum of Association of
the Company or of his/her holding by allotment or
otherwise any share, scrip or other security which gives
him/her a voting right in the Company.

Dividend includes bonus.

Month means calendar month according to Gregorian
calendars.

Proxy includes an Attorney duly constituted under a Power-of-
Attorney.

In Writing and Written include printing lithography, and other
modes of representing or reproducing words in a visible
form.

Words importing the singular number only include the plural
number, and vice versa.

Words importing the masculine gender only include the feminine
gender.

Words importing persons include corporations.

2. Save as reproduced herein, the regulations contained in Table
"A (in the first schedule to the Ordinance) shall not apply to the Company.

REGISTERED OFFICE

3. The Office shall be at such place as the Directors shall from
time to time appoint.

BUSINESS

4. Any branch or kind of business which the Company is either
expressly or by implication authorised to undertake may be undertaken by the
Directors at such time or times as they shall think fit, and further may be suffered
by them to be in abeyance whether such branch or kind of business may have
been actually commenced or not so long as the Directors may deem it expedient
not to commence or proceed with such branch or kind of business.
Table A not to
apply
The Office.
Directors may
undertake or
discontinue any
business.

13

CAPITAL

5. Subject to Section 90 of, and any rules in that regard made
under the Ordinance, and without prejudice to any special rights previously
conferred on the holders of any existing shares or class of shares, any share in
the Company may be issued with such rights and restrictions as may from time to
time be determined by the Company in General Meeting.

6. Subject to Section 95(4)(a) of the Ordinance and any rules in
that regard made under the Ordinance, the Company may issue shares which
are to be redeemed or any other redeemable security, on such terms and in such
manner as may be provided in the said section and rules.

7. Subject to Section 95A of the Ordinance and any rules in that regard
made under the Ordinance, the Company if it is a listed company may purchase
its own shares on such terms and in such manner as may be provided in the said
section and rules. Except as aforesaid no part of the funds of the Company shall
be employed in the purchase of its own shares.

8. Except as permitted in Section 95 and Section 95A of the
Ordinance and any rules in that regard made under the Ordinance, the Company
shall not purchase or otherwise acquire any of its shares or the shares of its
holding company (if any), and the Company shall not, whether directly or
indirectly and whether by means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for the purpose of or in connection with a
purchase or subscription made or to be made by any person of any shares of the
Company or its holding company (if any) or give any loan upon the security of
any shares of the Company or those of its holding company (if any).

9. (a) The Company shall not issue partly paid shares.

(b) Subject to the provisions of the Ordinance or of these
Articles, the shares shall be under the control of the
Directors, who may allot or otherwise dispose of the
same to such persons and on such terms and
conditions as they think fit.

10. The Company may subject to the provisions of Section 82 of the
Ordinance at any time pay a commission to any person for subscribing or
agreeing to subscribe (whether absolutely or conditionally) for any shares,
debentures or debenture-stock in the Company or procuring or agreeing to
procure subscriptions (whether absolute or conditional) for any shares,
debentures or debenture-stock in the Company, but so that, if the commission in
respect of shares shall be paid or payable out of capital, the statutory conditions
and requirements shall be observed and complied with . The commission may
be paid or satisfied in cash or in shares, debentures or debenture-stock.

11. The Company may pay such brokerage as may be lawful on any
issue of shares or debentures.

12. With the previous authority of the Company in General Meeting
and the sanction of the Securities and Exchange Commission of Pakistan and
Power to issue
shares of different
classes.
Redeemable
shares and
securities.

Company may
purchase its own
shares.
No purchase of or
loan on
Companys
Shares.
Company not to
issue partly paid
share.
Allotment of
shares.
Commissions for
placing shares.
Brokerage.
Shares at a
discount.

14

upon otherwise complying with Section 84 of the Ordinance, it shall be lawful for
the Directors to issue at a discount shares of a class already issued.

13. Save as herein otherwise provided, the Company shall be
entitled to treat the registered holder of any share as the absolute owner thereof
and accordingly shall not, except as ordered by a Court of competent jurisdiction,
or as by Law required, be bound to recognise any trust, equity or benami, or
equitable or other claim to or interest in such shares on the part of any other
person or any interest in any fractional part of a share whether or not it shall have
express or other notice thereof.

14. Shares may be registered in the name of any limited company or
other corporate body. Not more than four persons shall be registered as joint-
holders of any share.

CERTIFICATES

15 The certificates of title to shares shall be issued under the Seal
of the Company.

16. Every person whose name is entered as a Member in the
Register of Members shall be entitled without payment to receive within ninety
days after allotment or within forty-five (45) days after the application for the
registration of the transfer of any such shares (or within such other period as the
conditions of issue shall provide) one certificate for all his shares of any one
class or, upon payment of such sum, for every certificate after the first as the
Directors shall from time to time determine, to several certificates, each for one
or more of his shares of any one class. Where a Member transfers part only of
the shares comprised in a certificate the old certificate shall be cancelled and a
new certificate for the balance of such shares issued in lieu without charge.
Every certificate shall specify the shares or securities to which it relates and the
amount paid up thereon. Provided that in the case of a share or shares held
jointly by several persons, the Company shall not be bound to issue more than
one certificate therefor, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all.

17. If any certificate be worn out or defaced, then, upon production
thereof to the Directors, they may order the same to be cancelled, and may issue
a new certificate in lieu thereof, and if any certificate be lost or destroyed then,
upon proof thereof to the satisfaction of the Directors and on such indemnity as
the Directors deem adequate being given, a new certificate in lieu thereof shall
be given to the registered holder of the shares to which such lost or destroyed
certificate shall relate.

18. For every certificate issued under the last preceding Article there
shall be paid to the Company the sum of Rs. 10 or such smaller sum as the
Directors may determine.

19. The certificates of shares registered in the names of two or more
persons shall be delivered to the person first named on the Register.

Trusts not
recognised.
Who may be
registered.
Issue of
Certificates.
Members right to
certificate.
As to issue of new
certificate in place
of one defaced,
lost destroyed.
Fee.
To which of joint-
holders certificate
to be issued.

15

TRANSFER AND TRANSMISSION

20. Subject to the provisions of Section 76(1) and (5) of the
Ordinance, no transfer of shares shall be registered unless a proper instrument
of transfer duly stamped and executed by the transferor and the transferee has
been delivered to the Company together with the certificate or certificates of the
shares. The instrument of transfer of any shares shall be signed both by the
transferor and transferee, and shall contain the name and address both of the
transferor and transferee, and the transferor shall be deemed to remain the
holder of such share until the name of the transferee is entered in the Register in
respect thereof. Each signature to such transfer shall be duly attested by the
signature of one credible witness who shall add his address and occupation.

21. Before registering any transfer tendered for registration the
Directors may, if they so think fit, give notice by letter posted in the ordinary
course to the registered holder that such transfer deed has been lodged and that
unless objection is taken the transfer will be registered and if such registered
holder fails to lodge an objection in writing at the Office within ten days from the
posting of such notice to him, he shall be deemed to have admitted the validity of
the said transfer. Where no notice is received by the registered holder the
Directors shall be deemed to have decided not to give notice and in any event
the non-receipt by the registered holder of any notice shall not entitle him to
make any claim of any kind against the Company or the Directors in respect of
such non-receipt.

22. Neither the Company nor its Directors shall incur any liability for
registering or acting upon a transfer of shares apparently made by sufficient
parties, although the same may, by reason of any fraud or other cause not
known to the Company or its Directors be legally inoperative or insufficient to
pass the property in the shares proposed or professed to be transferred, and
although the transfer may, as between the transferor and transferee, be liable to
be set aside, and notwithstanding that the Company may have notice that such
instrument of transfer was signed or executed and delivered by the transferor in
blank as to the name of the transferee or the particulars of the shares
transferred, or otherwise in defective manner. And in every such case the
person registered as transferee, his executors, administrators and assigns alone
shall be entitled to be recognised as the holder of such shares and the previous
holder shall, so far as the Company is concerned, be deemed to have transferred
his whole title thereto.

23. The instrument of transfer of any share shall be in writing in the
following form, or as near thereto as circumstances will admit:-

PHILIPS ELECTRICAL INDUSTRIES OF
PAKISTAN LIMITED

I, A B, of _______________________________________ (hereinafter
called the transferor) in consideration of the sum of Rupees
___________________________ paid to me by C D, of
___________________________________________ (hereinafter called the
transferee) do hereby transfer to the said transferee the
_____________________________________ share(s) numbered ___________
to _____________________ standing in my name in the books of Philips
Electrical Industries of Pakistan Limited to hold the said shares unto the
transferee his executors, administrators and assigns subject to the several
conditions on which I hold the said shares at the date of these presents, and I,
Execution of
transfer, etc.
Notice of transfer
to registered
holder.
Indemnity against
wrongful transfer.
Form of transfer.

16

the said transferee, do hereby agree to take the said share(s) subject to the
same conditions.

As Witness our hands the ___________ day of _______ 20__.

Signed by the abovenamed
Transferor in the presence of

Transferor .

Signed by the abovenamed
Transferee in the presence of

Transferee

Occupation
..
Address ..
..

24. No transfer shall be made to a minor or person of unsound mind.

25. Every instrument of transfer shall be left at the Office for
registration, accompanied by the certificate of the shares to be transferred, and
such other evidence as the Directors may require to prove the title of the
transferor or his right to transfer the shares, and the transferee shall be
registered as a Member in respect of such shares. The Directors may waive the
production of any certificate upon evidence satisfactory to them of its loss or
destruction.

26. All instruments of transfer which shall be registered shall be
retained by the Company but any instrument of transfer which the Directors may
refuse to register shall be returned to the person depositing the same and within
thirty days from date on which the instrument of transfer was lodged with the
Company, the Company shall send to the transferee and the transferor notice of
the refusal.

27. On giving not less than seven days previous notice in some
newspaper circulating in the place where the Office of the Company is situated,
the Transfer Books and Register of Members may be closed during such time as
the Directors think fit, not exceeding in the whole forty-five days in each year, but
not exceeding thirty days at a time.

28. The executors or administrators (acting under a Grant having
effect in the province where the Office of the Company is situated) or the holder
of a Succession Certificate or other legal representation or a nominee under
No transfer to
infant, etc.
Transfer to be left
at office and
evidence of title
given.
When transfers to
be retained.
Notice of refusal
to register
transfer.
When transfer
books and register
may be closed.
Transmission of
registered shares.

17

Section 80 of the Ordinance in respect of shares of a deceased Member (not
being one of several joint-holders) shall be the only persons who may be
recognised by the Company as having any title to the shares registered in the
name of such Member, and, in case of the death of any one or more of the joint-
holders of any registered shares, the survivors shall be the only persons
recognised by the Company as having any title to or interest in such shares, but
nothing herein contained shall be taken to release the estate of a deceased joint-
holder from any liability on shares held by him jointly with any other person.
Provided nevertheless that in any case where the Directors in their absolute
discretion think fit it shall be lawful for the Directors to dispense with the
production of Probate or Letters of Administration or a Succession Certificate or
such other legal representation upon such terms as to indemnity or otherwise as
the Directors, in their absolute discretion, may consider necessary. Provided
also that the holder of a Succession Certificate shall not be entitled to receive
any Dividends already declared but not paid to the deceased Member unless the
Succession Certificate declares that the holder thereof is entitled to receive such
Dividends.

29. Subject to any other provisions of these presents, any person
becoming entitled to a share in consequence of the death or insolvency of a
Member may upon such evidence as to his title being produced as may from time
to time be required by the Directors in their absolute discretion, and subject as
hereinafter provided, either be registered himself as holder of the share or
subject to the regulation as to transfer hereinbefore contained transfer the share
to some other person. This Article is in these Articles referred to as the
Transmission Article.

30. Subject to any other provisions of these presents, if the person
so becoming entitled under the Transmission Article shall elect to be registered
himself, he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects. If he shall elect to transfer to some other person he
shall execute an instrument of transfer of such shares in accordance with the
provisions of these Articles relating to transfers of shares.

31. All the limitations, restrictions and provisions of these presents
relating to the right to transfer and the registration of transfers of shares shall be
applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the Member had not occurred and the notice of transfer were a
transfer executed by such Member.

32. Subject to any other provisions of these presents, a person
becoming entitled to a share in consequence of the death or insolvency of a
Member under the Transmission Article shall be entitled to receive and give a
discharge for any Dividends or other moneys payable in respect of the share but
shall not be entitled to receive notices of or to attend or vote at meetings of the
Company or (save as aforesaid) to any of the rights or privileges of a Member
until he shall have become a Member in respect of the share.

INCREASE AND REDUCTION OF CAPITAL

33. (1) The Company may from time to time by Ordinary
Resolution increase the authorised capital by the creation of new shares of such
amount as may be deemed expedient.

(2) The Directors may from time to time increase the issued share
capital by such sum as they think fit. In respect of any intended issue of shares,
the Directors shall be entitled to seek the directions of the Company in General
As to
survivorship.
Registration of
executors and
trustees in
insolvency.
Transmission
Article.
Notice of election
to be registered.
Registration of
nominee.
Rights of
unregistered
persons entitled to
shares.
Power to increase
authorised and
issued share
capital.

18

Meeting as to the persons or class of persons to whom the shares may be
offered or as to any other matter relating to the issue and may offer the shares in
accordance with those directions. Subject to any direction to the contrary that
may be given by the Company in General Meeting, all shares intended to be
issued by the Directors shall, before issue, be offered to the Members strictly in
proportion to the amount of the issued shares held by each Member (irrespective
of class); provided that fractional shares shall not be offered and all fractions less
than a share shall be consolidated and disposed of by the Company and the
proceeds from such disposition shall be paid to such of the entitled Members as
may have accepted such offer. Such offer shall be made by notice specifying the
number of shares offered, and limiting a time within which the offer, if not
accepted, will be deemed to be declined, and after the expiration of that time, or
on the receipt of an intimation from the person to whom the offer is made that he
declines to accept the shares offered, the Directors may dispose of the same in
such manner as they think fit. In respect of each such offer of shares the
Directors shall comply with the provisions of Section 86 of the Ordinance and in
particular with the provisions of sub-sections (3), (4) and (5) thereof.

34. Except so far as otherwise provided by the conditions of issue or
by these presents any capital raised by the creation of new shares shall be
considered part of the original capital, and shall be subject to the provisions
herein contained with reference to transfer and transmission and otherwise.

35. If, owing to any inequality in the number of new shares to be
issued, and the number of shares held by Members entitled to have the offer of
such new shares, any difficulty shall arise in the apportionment of such new
shares or any of them amongst the Members, such difficulty shall, in the absence
of any direction in the resolution creating the shares or by the Company in
General Meeting, be determined by the Directors.

36. The Company may from time to time by Special Resolution
(subject to the provisions of Sections 96 to 102 inclusive of the Ordinance)
reduce its capital in any manner authorised by law and may by Ordinary
Resolution cancel any shares which, at the date of the passing of the resolution
in that behalf, have not been taken or agreed to be taken by any person.

SUBDIVISION AND CONSOLIDATION OF SHARES

37. The Company may subject to provisions of Section 92 of the
Ordinance by Ordinary Resolution subdivide or consolidate its shares or any of
them.

SURRENDER OF SHARES

38. The Directors may accept from any Member the surrender of any
share by way of compromise on any question as to right of the holder to be
registered thereof, or for any other sufficient reason.

MODIFICATION OF RIGHTS

39. Whenever the capital is divided into different classes of shares,
all or any of the rights and privileges attached to each class may, be modified,
commuted, affected, abrogated or dealt with in accordance with Sections 28 and
108 of the Ordinance.
How far new
shares to rank
with shares in
Original Capital.
Inequality in
number of new
shares.
Reduction of
Capital.
Power to
subdivide and
consolidate
shares.
Surrender of
shares.
Power to modify
rights.

19

BORROWING POWERS

40. Subject to the provisions of Section 196 of the Ordinance the
Directors may raise or borrow or secure for the purposes of the Companys
business, any sum or sums of money as they think fit, but so that the whole
amount so raised or borrowed and outstanding at any one time shall not, without
the consent of the Company in General Meeting given by way of Ordinary
Resolution, exceed the amount of share capital of the Company for the time
being issued or agreed to be issued.

41. The Directors may secure the repayment of any sum or sums
borrowed together with interest and payment of any other dues or the
performance of any pecuniary or other obligation in such manner and upon such
terms and conditions in all respects as they think fit and, in particular, by the
issue of debentures or debenture-stock of the Company, Participation Term
Certificate or any other security instrument other than ordinary shares of the
Company charged upon all or any part of the property of the Company both
present and future by making, drawing, accepting or endorsing on behalf of the
Company any promissory note or bill of exchange or giving or issuing any
commercial guarantee, share option certificate, undertaking or other security or
by creating mortgage and hypothecation and charge on all or any part of the
properties, assets and rights of the Company, both present and future and by
executing any debenture trust deed creating any mortgage and charge on all or
any part of the Companys properties and assets.

42. Debentures, debenture-stock, bonds and other securities may be
made assignable free from any equities between the Company and the person to
whom the same may be issued.

43. Any debentures, debenture-stock, bonds or other securities may
be issued at a discount, premium or otherwise and with any special privileges as
to redemption, surrender, drawings, allotment of shares attending and voting at
General Meetings of the Company, appointment of Directors and otherwise.

44. The Directors shall cause a proper Register to be kept in
accordance with Section 135 of the Ordinance of all mortgages and charges
specifically affecting the property of the Company, and shall duly comply with the
requirements of Sections 121, 122, 125, 129 and 132 of the Ordinance, in regard
to the registration of mortgages and charges and modification therein specified
and otherwise and shall also duly comply with the requirements of Section 130 of
the Ordinance, as to keeping a copy of every instrument creating any mortgage
or charge by the Company at the Office, and the requirements of Section 132 of
the Ordinance, as to giving intimation to the Registrar of the payment or
satisfaction of any charge or mortgage created by the Company.

45. Every register of holders of debentures of the Company may be
closed for any periods not exceeding in the whole thirty days in any year.
Subject as aforesaid every such register shall be open to the inspection of the
registered holder of any such debentures and of any Member, but the Company
may in General Meeting impose any reasonable restrictions so that at least two
hours in each day when such Register is open are appointed for inspection.

46. Subject to the provisions of Section 76(1) and (5) of the
Ordinance, no transfer of registered debentures shall be registered unless a
proper instrument of transfer duly stamped and executed by the transferor and
Directors power
to borrow.
Conditions on
which money may
be borrowed.
Securities may be
assignable free
from equities.
Issue at discount,
etc. or with special
privileges.
Register of
mortgages to be
kept.
Register of
holders of
debentures.
Instruments of
transfer.

20

transferee has been delivered to the Company together with the certificate or
certificates of the debentures.

47. If the Directors refuse to register the transfer of any debentures,
they shall, within thirty days from the date on which the instrument of transfer
was lodged with the Company, send to the transferee and the transferor notice of
the refusal.

48. The Company shall comply with the provisions of Section 136 of
the Ordinance as to allowing inspection of copies kept at the Office in pursuance
of Section 130 of the Ordinance and as to allowing inspection of the register of
mortgages to be kept at the Office in pursuance of Section 125 of the Ordinance.

the Ordinance as to supplying copies of any trust-deed for securing any issue of
debentures.

50. Holders or debentures or debenture-stocks shall in accordance
with Section 247 of the Ordinance have the same right to receive and inspect the
Balance Sheet and Profit and Loss Accounts of the Company and the Report of
the Auditors and other Reports as are possessed by the holders of ordinary
shares in the Company.

RESERVES AND DEPRECIATION

51. The Directors, may from time to time, before recommending any
Dividend set apart any and such portion of the profits of the Company as they
think fit to Reserves to meet contingencies or for the liquidation of any
debentures, debts or other liabilities of the Company, for equalisation of
Dividends or for repairing, improving and maintaining any of the property of the
Company, and for such other purposes of the Company as the Directors in their
absolute discretion think conducive to the interests of the Company; and may
invest the several sums so set aside upon such investments (other than shares
of the Company) as they may think fit, and from time to time deal with and vary
such investments, and dispose of all or any part thereof for the benefit of the
Company, and may divide the Reserves into such special funds as they think fit,
with full power to employ the Reserves or any parts thereof in the business of the
Company, without being bound to keep the same separate from the other assets.

52. The Directors may, from time to time, before recommending any
Dividend, set apart any and such portion of the profits of the Company, as they
think fit, to a Depreciation Account applicable at the discretion of the Directors,
for providing against any depreciation in the investments of the Company or for
rebuilding, restoring, replacing or for altering any part of the buildings, works,
plant machinery, or other property of the Company destroyed, or damaged by
fire, flood, storm, tempest, earthquake, accident, riot, wear and tear, or any other
means whatsoever, and for repairing, altering and keeping in good condition the
property of the Company, or for the replacement of obsolete buildings, machinery
and property, or for extending and enlarging the buildings, machinery and
property of the Company with full power to employ the assets constituting such
Depreciation Account in the business of the Company, without being bound to
keep the same separate from the other assets.

Notice of refusal
to register
transfer.
Inspection of
copies of
mortgages.
Supplying copies
of Register of
holders of
debentures.
Right to receive
and inspect
Reports and
Accounts.
Reserves.
Depreciation
Account.

21

53. All moneys carried out the Reserves shall nevertheless remain
and be profits of the Company applicable subject to due provisions being made
for actual loss or depreciation, for the payment of Dividends, and such moneys,
and all the other moneys of the Company not immediately required for the
purposes of the Company may be invested by the Directors in or upon such
investments or securities as they may select, or may be used as working capital,
or may be kept at any bank on deposit or otherwise as the Directors may from
time to time think proper.

GENERAL MEETINGS

54. Except as may be allowed under Section 158(1) of the
Ordinance, a General Meeting shall be held once at least in every calendar year
at such time within a period of four months following the close of its financial year
not being more than fifteen months after the holding of the last preceding
General Meeting, at such place as may be determined by the Directors.

55. The General Meetings referred to in the last preceding Article
shall be called Annual General Meetings; all other meetings of the Company
shall be called Extraordinary General Meetings.

56. The Directors may, whenever they think fit, and they shall, on the
requisition of Members representing not less than one-tenth of the voting power
on the date of deposit of the requisition, forthwith proceed to convene an
Extraordinary General Meeting of the Company in accordance with provisions of
Section 159 of the Ordinance.

57. If at any time there are not within Pakistan sufficient Directors
capable to acting to form a quorum or if the number of Directors be reduced in
number to less than the minimum number of Directors prescribed by these
Articles and the continuing Directors fail or neglect to increase the number of
Directors to that number or to convene a General Meeting any two Members of
the Company may call an Extraordinary General Meeting in the same manner as
nearly possible as that in which meetings may be called by the Directors.

58. Where it is proposed to pass a special resolution at least twenty-
one clear days notice specifying the place, the day and hour of meeting and the
intention to propose the resolution as a special resolution shall be given to the
persons entitled to receive notice of the meeting in manner hereinafter
mentioned, provided that, if all the Members entitled to attend and vote at such
meeting so agree, a resolution may be proposed and passed as a special
resolution, at a meeting of which less than twenty-one clear days notice has
been given.

59. In the case of all meetings at least twenty-one clear days notice
specifying the place, the date and hour of meeting and, in the case of special
business, a statement in accordance with Section 160(1)(b) as to the nature of
the business to be transacted at the meeting shall be given to the persons
entitled to receive notice of the meeting in manner hereinafter mentioned.

60. The accidental omission to give any such notice to or the non-
receipt of notice by any of the Members shall not invalidate the proceedings at
any such meeting.

PROCEEDINGS AT GENERAL MEETINGS
Investment of
money.
When General
Meetings to be
held.
Distinction
between Ordinary
and Extraordinary
Meetings.
When
Extraordinary
Meetings to be
called.
Calling of extra
ordinary meeting
when number of
Directors is
insufficient.
Notice required in
case of special
resolution.
Notice required in
other cases.
As to omission to
give notice.

22

61. The business of an Annual General Meeting shall be to receive
and consider the Profit and Loss Account, the Balance Sheet and the Reports of
the Directors and of the Auditors, to elect Directors, auditors and other officers in
the place of those retiring or otherwise, to fix the remuneration of the auditors, to
declare Dividends and to transact any other business which under these
presents ought to be transacted at an Annual General Meeting. All other
business transacted at an Annual General Meeting and all business transacted at
an Extraordinary General Meeting shall be deemed special.

62. No business shall be transacted at any General Meeting unless
a quorum is present at the time when the meeting proceeds to business; save as
herein otherwise provided Members present in person or by proxy representing
twenty-five per cent (25%) of the voting power shall be a quorum provided that at
least two such Members are present in person.

63. No business shall be transacted at any General Meeting unless
the quorum requisite shall be present at the commencement of the business.

64. The Chairman of the Board of Directors shall be entitled to take
the chair at every General Meeting or if there be no such Chairman or if at any
meeting he shall not be present within fifteen minutes after the time appointed for
holding such meeting, or is unwilling to act, the Members present shall choose
another Director as Chairman, and if no Director be present, or if all the Directors
present decline to take the chair, then the Members present shall choose one of
their number being a Member entitled to vote to be Chairman.

65. If within half-an hour from the time appointed for the meeting, a
quorum be not present, the meeting if convened upon such requisition as
aforesaid shall be dissolved, but in any other case it shall stand adjourned to the
same day in the next week at the same time and place, and if at such adjourned
meeting a quorum be not present, within half an hour from the time appointed for
the meeting those Members who are present and not being less than two shall
be a quorum and may transact the business for which the meeting was held.

66. Every question or resolution submitted to a meeting shall be
decided in the first instance by a show of hands and in the case of an equality of
votes the Chairman shall, both on a show of hands and at a poll, have a casting
vote in addition to the vote or votes to which he may be entitled as a Member
and/or proxy or corporate representative.

67. At any General Meeting a resolution put to the vote of the
meeting shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by the Chairman or by
at least five Members having the right to vote on the resolution present in person
or by proxy or any Member or Members present in person or by proxy and having
not less than one-tenth of the total voting powers in respect of the resolution; or
by any Member or Members present in person or by proxy and holding shares in
the Company conferring a right to vote on the resolution, being shares on which
an aggregate sum not less than one-tenth of the total sum paid upon all the
shares conferring that right, and unless a poll is so demanded, a declaration by
the Chairman that a resolution has, on a show of hands, been carried or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in the
book of the proceedings of the Company shall until the contrary is proved be
Business of
Ordinary Meeting.
Quorum.
Quorum to be
present when
business
commenced.
Chairman of
General Meeting.
When, if quorum
not present,
meeting to be
dissolved and
when to be
adjourned.
How questions or
resolutions to be
decided at
meetings.
What is to be
evidence of the
passing of a
resolution where
poll not
demanded.

23

evidence of the fact, without proof of the number or proportion of the votes
recorded in favour of, or against, the resolution.

68. A demand for a poll may with the consent of the Chairman of the
meeting be withdrawn.

69. On a demand being made immediately after a poll is duly
demanded, by such Members as are qualified to demand a poll, the Chairman
shall, or at his own discretion without any such demand may appoint two
scrutineers to scrutinise the votes given on the poll and to report thereon to the
Chairman. The Chairman shall have the power at any time before the result of
the poll be declared to remove a scrutineer from office and to fill vacancies in the
office of scrutineers arising from any cause whatsoever provided that one
scrutineer shall always be a Member (not being a Director) present at the
meeting.

70. If a poll be demanded as aforesaid it shall be taken in such
manner and at such time and place within fourteen days as the Chairman of the
meeting directs and either at once or after an interval or adjournment or
otherwise, and the result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. In case of any dispute as to the
admission or rejection of a vote, the Chairman shall determine the same, and
such determination made in good faith shall be final and conclusive.

71. The Chairman of a General Meeting may with the consent of the
meeting adjourn the same from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. It shall not
be necessary to give notice to the Members of such adjournment or of the time,
date and place appointed for the holding of the adjourned meeting.

72. Any poll duly demanded on the election of a Chairman of a
meeting or on any question of adjournment shall be taken at the meeting and
without adjournment.

73. The demand of a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which a
poll has been demanded.

VOTES OF MEMBERS

74. Subject to any special rights and restrictions as to voting upon
which any shares may be held, on a show of hands every Member present in
person shall have one vote and every person present as a general proxy (as
defined by Article 79 hereof who is not a Member of the Company or who is a
Member not qualified to vote) on behalf of a holder or holders of shares shall
have one vote and upon a poll every Member present in person or by proxy shall
have one vote for every share held by him, provided that no company shall vote
by proxy so long as a resolution of its Directors under the provisions of Section
162(1) of the Ordinance is in force. Provided further that for purposes of election
of Directors every Member shall have such number of votes as is equal to the
product of the number of voting shares held by him and the number of Directors
to be elected.

Demand for poll
may be withdrawn.
Appointment of
scrutineers.
Poll.
Power to adjourn
General Meeting.
In what cases poll
taken without
adjournment.
Business may
proceed
notwithstanding
demand of poll.
Votes of Members.

24

75. Where a company or other corporation is a Member of the
Company, a person duly appointed to represent such company at a meeting of
the Company in accordance with the provisions of the Ordinance, shall not be
deemed to be a proxy and shall be entitle to exercise the same powers on behalf
of the Company or corporation which he represents as that company or
corporation could exercise if it were an individual Member of the Company,
present in person. The production before or at the meeting of a copy of such
resolution duly signed by one director or secretary of such company or
corporation and certified by him as being a true copy of the resolution shall be
accepted by the Company as sufficient evidence of the validity of his
appointment.

76. Any person entitled under the Transmission Article to transfer
any shares may vote at any General Meeting in respect thereof in the same
manner as if he were the registered holder of such shares, provided that forty
eight hours at least before the time of holding the meeting or adjourned meeting
as the case may be at which he proposes to vote he shall satisfy the Directors of
his right to transfer such shares, or the Directors shall have previously admitted
his right to vote at such meeting in respect thereof. If any Member be a lunatic,
idiot or non compos mentis, he may vote whether by a show of hands or at a poll
by his committee, curator bonis or other legal curator and such last mentioned
persons may give their votes by proxy.

77. Where there are joint registered holders of any share any one of
such persons may vote at any meeting either personally or by proxy in respect of
such share as if he were solely entitled thereto; and if more than one of such
joint-holders be present at any meeting either personally or by proxy, then that
one of the said persons so present whose name stands first on the Register in
respect of such share shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased Member in whose name any share
stands shall for the purposes of this Article be deemed joint-holders thereof.

78. Votes may be given either personally or by proxy, or, in the case
of a company, by a representative duly authorised as aforesaid.

79. The instrument appointing a proxy shall be in writing under the
hand of the appointer or of his Attorney duly authorised in writing or if such
appointer is a corporation under its common seal or the hand of its Attorney. A
proxy who is appointed for a specified meeting only shall be called a Special
Proxy. Any other proxy shall be called a General Proxy. A Member of the
Company may appoint as his proxy or attorney any person whether a member of
the Company or not. Members not resident in Pakistan may appoint and revoke
proxies by telegram or telex or facsimile transmission or electronic mail.

80. The instrument appointing a proxy and the Power-of-Attorney or
other authority (if any), under which it is signed or a notarially certified copy of
that power or authority, shall be deposited at the Office not less than forty-eight
hours before the time for holding the meeting at which the person named in the
instrument proposes to vote, and in default the instrument of proxy shall not be
treated as valid.

81. A vote given in accordance with the terms of an instrument
appointing a proxy shall be valid notwithstanding the previous death or insanity of
the principal or revocation of the instrument or transfer of the share in respect of
which the vote is given, provided no intimation in writing of the death, insanity,
revocation or transfer of share shall have been received at the Office at least
forty-eight hours before the meeting: Provided nevertheless that the Chairman of
any meeting shall be entitled to require such evidence as he may in his discretion
Procedure where a
company is a
Member of the
Company.
Votes in respect of
deceased in sane
or insolvent
Members.
Joint-holders.
Proxies permitted.
Instrument
appointing proxy
to be in writing.
Proxies may be
general or
special..
Instrument
appointing a proxy
to be deposited at
the Office.
When vote by
proxy valid though
authority revoked.

25

think fit of the due execution of an instrument of proxy and that the same has not
been revoked.

82. Every instrument appointing a Special Proxy shall, as nearly as
circumstances will admit, be in the form or to the effect following, and shall be
retained by the Company:-

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LTD.
I, ___________________ of _______________, being a Member of
Philips Electrical Industries of Pakistan Limited, hereby appoints
________________ of _________ (or failing him
____________ of ___________ or failing him ________________ of
____________________ ) as my Proxy in my absence to attend and
vote for me, and on my behalf at the (Ordinary or Extraordinary, as the
case may be) General Meeting of the Company to be held on the ____
day of ____________ 20__ and at any adjournment thereof.
As witness my hand this ____ day of __________, 20__.

Provided always that an instrument appointing a Special Proxy may be in
the form set out in Regulation 39 of Table A of First Schedule of the Ordinance.

83. No objection shall be taken to the validity of any vote except at
the meeting or poll at which such vote shall be tendered any every vote not
disallowed at such meeting or poll and whether given personally or by proxy or
otherwise shall be deemed valid for all purposes.

DIRECTORS

84. The number of Directors shall be fixed from time to time by the
Board of Directors in accordance with Sections 174 and 178 of the Ordinance but
unless otherwise determined by the Company in General Meeting, such number
shall not be less than three.

85. A Director shall hold office for a term of three years unless he
earlier resigns, becomes disqualified or otherwise ceases to hold office under
these Articles and shall be eligible for re-election.

86. Election of Directors shall be held once in every three years in
accordance with Section 178 of the Ordinance.

87. Any Member who is the registered holder of a sufficient number
of shares in the Company to ensure the election of one or more Directors may at
any time give notice in writing to the Company that the persons named in such
notice (being Directors elected under article 86 or appointed to fill any casual
vacancy) are to be deemed to be Directors representing the notice-giver and any
such representative Director may be a like notice be removed and replaced by
the notice-giver. Representative Directors shall require no share qualification but
no Member may give notice under this Article in respect of more Directors than
his shareholding would enable him to elect.

Form of
instrument
appointing a
special proxy.
Validity of votes.
Number of
Directors.
Term of Directors.
Election of
Directors.
Representative
Director.

26

88. The qualification of a Director, in addition to his being a Member,
where required, shall be his holding shares of the value of Rs. 5,000 (Rupees
five thousand) at least in his own name, relaxable in case of Directors
representing interest holding shares of the requisite value. The holder or holders
of ordinary shares of a nominal value of not less than Rs. 5,000 may give written
notice to the Board of Directors that a person named in such notice being a
Director, is the representative of the signatories of such notice and so long as
such notice has not been withdrawn the Directors so named shall not require any
qualification. A Director may act before acquiring his qualification but shall in any
case acquire his qualification within two months of being appointed a Director.

The remuneration of a Director for attending meetings of the Board shall
from time to time be determined by the Directors. The remuneration of the
Directors for performing extra services shall be determined by the Directors from
time to time. Any Director may by notice in writing waive his remuneration for
any period. Provided that no remuneration for attending meetings of the Board
or Committee shall be paid to the regularly paid Chief Executive and full time
working directors.

Subject to the approval of the Board of Directors every Director shall be
entitled to be repaid all travelling and hotel expenses incurred by him respectively
in or about the performance of his duties as Director including the costs of
travelling to and from Board Meeting.

89. Any casual vacancy occurring among the Directors may be filled
up by the Directors provided that any person so co-opted shall hold office for the
remainder of the term of the vacating Director.

In case of vacation of office by a Director notified as a representative
Director under Article 87 the Member whom the vacating Director represented
may give notice in writing to the Company of the name of a person selected by
him to fill the vacancy and the Directors shall co-opt the person so notified.

90. A Director who is about to leave or is absent from Pakistan may
with approval of the Directors appoint any person to be an alternate Director
during his absence provided such absence shall not be less than for a period of
three months and such appointment shall have effect and such appointee whilst
he holds office as an alternate Director shall be entitled to notice of meetings, of
the Directors, and to attend and vote thereat accordingly, but he shall ipso facto
vacate office as a Director as and when his appointer returns to Pakistan, or
vacates office as a Director or removes the appointee from office. Any
appointment or removal under this Article shall be effected by notice in writing
under the hand of the Director making the same. The same person may be
appointed as Alternate for more than one Director. An Alternate Director need
not hold any share qualification.

91. The continuing Directors or Director may act notwithstanding any
vacancy in their body, but so that if their number falls below the minimum above
fixed, the Directors or Director shall not, except for the purpose of summoning a
general meeting or filling any vacancy act so long as the number is below the
minimum.

92. Subject to the provisions of Section 188 of the Ordinance in
respect of an office of profit, a Director may hold any other office under the
Company, except that of Auditor, in conjunction with the office of Director, and on
such terms as to remuneration an otherwise as the Directors may arrange.

Qualification and
Remuneration of
Directors.
Casual Vacancy.
Alternate
Directors.
Director may act
notwithstanding
vacancy.
Director may hold
other office.

27

93. The office of a Director shall ipso facto be vacated:

(a) If he becomes bankrupts or be adjudged insolvent or
suspends payment or compound with his creditors; or

(b) If he is found lunatic or becomes of unsound mind; or

(c) If he commits any offence punishable under the Penal
Code and being under the provisions of the Criminal
Procedure Code non-bailable; or

(d) If by notice in writing to the Company he resigns his
office; or

(e) If he be removed from office under Section 181 of the
Ordinance; or

(f) If he or any firm of which he is a partner or any private
company of which he is a director without the sanction of
the General Meeting accepts or holds any office of profit
under the Company, other than that of a Managing
Director or Managing Agent or Manager or a Legal or
Technical Adviser or a Banker; or

(g) If he absents himself from three consecutive meetings of
the Directors or from all meetings of the Directors for a
continuous period of three months whichever is the
longer, without leave of absence from the Board of
Directors; or

(h) Any other event mentioned in Section 188 of the
Ordinance; or

(i) If he attains the age of 70 years he shall stand retired.

94. Subject to compliance with Sections 196 (2)(g) and 188 of the
Ordinance, no Director shall be disqualified by his office from contracting with the
Company either as a vendor, purchaser or otherwise, nor shall any such contract
or any contract or arrangement entered into by or on behalf of the Company in
which any Director shall be concerned or interested be avoided, nor shall any
Director so contracting or being so concerned or interested be liable to account
the Company for any profit realised by any such contract or arrangement by
reason of such Director holding that office or of the fiduciary relationship thereby
established, but the nature of his interest must be disclosed by him at the
meeting of the Directors at which the contract or arrangement is determined or if
his interest then exists or in any other case at the first meeting of the Director
after the acquisition of his interest. A general notice that a Director is a Member
of any particular firm or company or a director of any particular company and is to
be regarded as interested in any subsequent transaction shall be sufficient
disclosure under this Articles and after such general notice it shall not be
necessary to give special notice relating to any particular transaction with such
firm or company.

When office of
Director is
vacated.
Director may
contract with the
Company.

28

the Ordinance regarding disclosure to Members of the terms of appointment of
Chief Executive, whole time Directors and Secretary and the interest or concern
of any Director in such appointment.

96. A Director of the Company may be or become a director of any
company promoted by the Company or in which it may be interested as a
vendor, shareholder or otherwise, and no such Director shall be accountable or
any benefits received as director or member of such company.

MEETING OF DIRECTORS

97. The Directors shall meet together once in each quarter of a year
for the despatch of business and may adjourn and otherwise regulate their
meetings and proceedings, as they think fit, may appoint a Chairman from
among their number and determine the period for which he is to hold office and
may determine the quorum necessary for the transaction of business.

The quorum for a meeting of directors shall be two. If a Director or
Alternate Director present at a meeting is also an Alternate for one or more other
Directors all the Directors whom he represents shall be deemed to be present at
such meetings and the Director or Alternate Director personally present shall be
entitle to exercise all the votes of the other Directors whom he represents.

98. A Director may at any time convene a meeting of the Directors.
Notice of a meeting of the Directors shall ordinarily be given to every Director
whether within or without Pakistan, but in case of urgent business the Directors in
Pakistan may act at a meeting of which notice has not been given to the others.

99. Questions arising at any meeting shall be decided by a majority
of votes and in case of any equality of votes the Chairman shall have a second or
casting vote.

100. A meeting of the Directors for the time being at which a quorum
is present shall be competent to exercise all or any of the authorities, powers and
discretion by or under the Ordinance and the Articles of the Company for the time
being vested in or exercisable by the Directors generally.

101. The Directors may delegate any of their powers to committee
consisting of such Member or Members of their body as they think fit, and may
from time to time revoke such delegation. Any committee so formed shall, in the
exercise of the powers so delegated, confirm to any regulations that may from
time to time be imposed upon them by the Director.

102. The meetings and proceedings of any such committee consisting
of two or more Members, shall be governed by the provisions herein contained
for regulating the meetings and proceedings of the Directors so far as the same
are applicable thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.

Disclosure to
Members in case
of contract
appointing a
Manager or
Managing Agent.
When Director of
the Company
appointed Director
of subsidiary
company.
Meeting of
Directors and
quorum
Director may
summon a
meeting.
How questions to
be declared.
Power of quorum.
Power to appoint
Committees and
to delegate.
Proceedings of
committee.

29

103. All acts done by any meeting of the Directors or by a Committee
of Directors or by any person acting as a Director shall notwithstanding that it
shall afterwards be discovered that there was some defect in the appointment of
such Directors or persons acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a Director.

104. Subject to the provisions of Section 196(2) of the Ordinance, a
resolution in writing, signed by all the Directors or by all the members of a
Committee of Directors shall be as valid and effectual as if it had been passed at
a meeting of the Directors, or as the case may be of such committee, duly called
and constituted. Such resolution may be contained in one document or in several
documents in like form each signed by one or more of the Directors or members
of the committee concerned. A cable or telex message or facsimile transmission
or electronic mail sent by a Director or a member of the committee shall be
deemed to be a document signed by him for the purposes of this Article.

105. If any Director being willing shall be called upon to perform extra
services to make any special exertions in going or residing away from his
headquarters, for any of purposes of the Company or in giving special
attendance to the business of the Company as a member of a Committee of
Directors, the Company may remunerate the Director so doing either by a fixed
sum or by a percentage or profits or otherwise as may be determined by the
Directors and such remuneration may be either in addition to or in substitution for
his remuneration as hereinbefore provided under Article 88.

106. Subject to provisions of Sections 198 and 199 of the Ordinance
the Directors may from time to time appoint any person as Chief Executive and
designate such Chief Executive as Managing Director for a period not exceeding
three years and upon such terms as they think fit, and such appointment shall be
made within fourteen days from the date on which the office of Chief Executive
falls vacant. The Directors may vest in such Managing Director such of the
power hereby vested in the Directors generally as they may think fit upon such
terms as to remuneration and otherwise as they may determine. The
remuneration of a Managing Director may be made payable by way of salary or
commission or participation in profits, or by any or all of those modes or
otherwise as may be thought expedient by the Directors.

107. Subject to any rules framed under or any regulations or
directives issued pursuant to the Ordinance, Directors or Members of a
committee may take part in a meeting of the Directors or a committee by using
any communication equipment which allows everybody participating in the
meeting to speak to and hear each other. Taking part in this way will count as
being present at the meeting. Meetings will be treated as taking place where the
largest group of the participants are or, if there is no such group, where the
Chairman of the meeting is present.

MINUTES

108. The Directors shall cause minutes to be duly entered in books
provided for the purpose:-

(a) Of all appointments of Chief Executives, Directors,
Secretary, Chief Accountant, Legal Adviser, Auditor and
officers and Committees of Directors.

(b) Of the names of the Directors and alternate Directors
present at each General Meeting and each meeting of
the Directors and of any Committee of Directors.
When act of
Directors or
committee valid
not withstanding
defective
appointment etc.
Resolution without
Board Meeting
valid.
Remuneration for
extra service.
Appointment of
Chief Executive.
Meetings by way
of electronic
communication.
Minutes to be
recorded.

30

(c) Of all orders made by the Directors and Committees of
Directors.

(d) Of all resolution and proceedings of General Meetings
and of meetings of the Directors and Committees.

And any such minutes of any meeting of the Directors or of any
committee or of the Company if purporting to be signed by the Chairman of such
meeting or by the Chairman of the next succeeding meeting shall be receivable
as prima facie evidence of the matters stated in such minutes.

109. The Directors shall maintain a register of contracts in accordance
with Section 219 of the Ordinance.

POWERS OF DIRECTORS

110. The control of the Company shall be vested in the Directors and
the business of the Company shall be managed by the Directors who may pay all
the expenses incurred in getting up and registering the Company and who, in
addition to the powers and authorities by these presents or otherwise expressly
conferred upon them, may exercise all such powers and do all such acts and
things as may be exercised or done by the Company and are not hereby or by
Ordinance expressly directed or required to be exercised or done by the
Company in General Meeting but subject nevertheless to the provisions of the
Ordinance and of these presents and to any regulations not being inconsistent
with these presents from time to time made by the Company in General Meeting,
provided that no regulations so made shall invalidate any prior act of the
Directors which would have been valid if such regulation had not been made.
The general powers given by this article shall not be limited or restricted by any
special authority or power given to the Directors by any other Article.

111. The Directors may from time to time and at any time by power-
of-attorney under the Seal appoint any company, firm or person, or any
fluctuating body of persons whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purposes and
with such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these presents) and for such period and
subject to such conditions as they may think fit, and such power-of-attorney may
contain such provisions for the protection and convenience of person dealing
with any such attorney as the Directors may think fit and may also authorise any
such attorneys to sub-delegate all or any of the powers, authorities and
discretions vested in him.

112. If and whenever the Company is a director of another company
or a partner in a firm or holds an appointment as managing agents, agents,
secretaries or otherwise or holds some other office or appointment in, under, or
from some other Company association, firm, or person the Directors may by
resolution appoint one of their number to exercise on behalf of the Company all
powers and functions exercisable by it by virtue of such office or appointment.

113. The Directors may from time to time appoint a Secretary of the
Company either for a fixed time or without any limitation is to the period for which
he is to hold such office and may from time to time (subject to the provisions of
Register of
contract to be
kept.
General power of
Company vested
in Directors.
Power of Directors
to appoint
attorneys.
When Company
Director, etc. of
another company
or partner of a
firm.
Power to appoint
Secretary.

31

any contract between him and the Company) remove or dismiss him from office
and appoint another in his place.

DEPARTMENTAL AND LOCAL DIRECTORS

114. The Directors may from time to time appoint any person or
persons to be Departmental Directors or Local Directors and any person or
persons so appointed shall be paid such remuneration only as the Directors may
determine and shall require such qualification only as the Directors may
determine and shall not be entitled to attend meetings of the Board of Directors
and shall not have any further or other powers than shall be delegated to them by
the Directors.

LOCAL MANAGEMENT

115. The Directors may make such arrangements as may be thought
fit for the management of the Companys affairs outside Pakistan (or in any
special locality in Pakistan) and may for this purpose (without prejudice to the
generality of their powers) appoint local boards, attorneys and agents, and fix
their remunerations and delegate to them such powers as may be deemed
requisite or expedient. The Company may exercise all the powers of Section 213
of the Ordinance and the foreign seal shall be affixed by the authority and in the
presence of, and the instrument sealed therein shall be signed by, such persons
as the Directors shall from time to time by writing under the Seal appoint.

THE SEAL

116. The Directors shall provide for the safe custody of the Seal and
the Seal shall never be used except by the authority of the Directors or a
committee of the Directors previously given and two Directors or one Director
and the Secretary or by some other person appointed by the Directors or by the
Chief Executive alone shall sign every instrument to which the Seal is affixed.
Provided, nevertheless, that any instrument bearing the Seal of the Company
and signed as aforesaid and issued for valuable consideration shall be binding
on the Company notwithstanding any irregularity touching the authority of the
Directors to issue the same.

DIVIDENDS

117. The profits of the Company, subject to any special rights relating
thereto created or authorised to be created by the Memorandum or these
Articles, and subject to the provisions of these Articles, shall be divisible among
the Members in proportion to the amount the capital paid up on the shares held
by them respectively.

118. The Company in General Meeting may declare a Dividend to be
paid to the Members according to their rights and interest in the profits and may
fix the time for payment. Provided that a Dividend shall be paid within thirty days
from the date of the meeting.

Power to appoint
Department or
Local Directors.
Company may
exercise powers
under Section 213
of the ordinance.
Custody of Seal.
How profits
divisible.
Declaration of
dividends.

32

119. No larger Dividend shall be declared than is recommended by
the Directors, but the Company in General Meeting may declare a smaller
Dividend.

120. No Dividend shall be payable except out of the profit of the
Company of the year or any other undistributed profits, and no Dividend shall
carry interest as against the Company.

121. The declaration of the Directors as to the amount of the net
profits of the Company shall be conclusive.

122. The Directors may from time to time pay to the Members such
interim Dividends as in their judgement the position of the Company justifies, and
such interim Dividends shall be paid within the period laid down by the
Ordinance.

123. Any General Meeting declaring a Dividend may upon the
recommendation of the Directors resolve that such Dividend be paid wholly or in
part by the distribution of specific assets, and in particular of paid up shares,
debentures or debenture-stock of the Company, or paid up shares, debentures or
debenture-stock of any other company, or in any one or more of such ways.

124. Any General Meeting may upon the recommendation of the
Directors resolve that any moneys, investments or other assets forming part of
the undivided profits of the Company standing to the Credit of the Reserves or
other special account or in the hands of the Company and available for dividend
and including any profits arising from the sale or revaluation of the assets of the
Company or any part thereof or by reason of any other accretion to capital assets
(or representating premiums received on the issue of shares and standing to the
credit of the share premium account) be capitalised and distributed among such
of the shareholders as could be entitled to receive the same if distributed by way
of dividend and in the same proportion on the footing that they become entitled
thereto as capital and that all or any part of such capitalised fund be applied on
behalf of such shareholders in paying up in full any un-issued shares, debentures
or debenture-stock of the Company which shall be distributed.

125. For the purpose of giving effect to any resolution under the two
last preceding Articles the Directors may settle any difficulty which may arise in
regard to the distribution as they think expedient and in particular may fix the
value for distribution of any entitlement or specific assets, and may determine
that cash payments shall be made to any members upon the footing of the value
so fixed in order to adjust the rights of all parties and may vest any such
entitlement or cash or specific assets in trustees upon such trusts for the person
entitled to the Dividend or capitalised fund as may seem expedient to the
Directors. Where requisite a proper contract shall be filed in accordance with
Section 73(1)(b) of the Ordinance and Directors may appoint any person to sign
such contract on behalf of the persons entitled to the dividend or capitalised fund
and such appointment shall be effective.

126. A transfer of shares shall not pass the rights to any Dividend
declared thereon before the registration of the transfer.

127. The Directors may retain the Dividends payable upon shares in
respect of which any person is under the Transmission Article entitled to become
a Member or which any person under that Article is entitled to transfer until such
Restriction on
amount of
dividends.
Dividends out of
profits only and
not to carry
interest.

What to be
deemed net
profits.
Interim dividends.
Dividend in
specie.
Capitalisation of
Reserves.
Fractional
certificates.
Effect of transfer.
Retention in
certain cases.

33

person shall become a Member in respect of such shares or shall duly transfer
the same.

128. Any one of several persons who are registered as the joint
holder of any share may give effectual receipts for all Dividends and payments
on account of Dividends in respect of such share.

129. Unless otherwise directed any Dividend maybe paid by cheque,
warrant or postal money order sent through the post to the registered address of
the Member or person entitled thereto or in the case of joint-holders to the
registered address of that one whose name stands first on the register in respect
of the joint-holding or to such person and such address as the Member or person
entitled or such joint-holders, as the case may be, may direct, and every cheque,
warrant or postal money order so sent shall be made payable to the order of the
person to whom it is sent, or to such person as the Member or person entitled or
such joint-holders, as the case may be, may direct, subject nevertheless to the
provisions of Article 28 hereof whenever applicable.

The payment of every cheque, warrant or postal money order so sent
under the provisions of this Article shall, if such cheque or warrant purports to be
duly endorsed, be a good discharge to the Company in respect thereof. Provided
nevertheless that the Company shall not be responsible for the loss of any
cheque, Dividend warrant or postal money order which shall be sent by post to
any Member or by his order to any other person in respect of Dividends or bonus.

130. All Dividends unclaimed for one year after having been declared
may be invested or otherwise made use of by the Directors for the benefit of the
Company until claimed.

RETURNS

131. The Directors shall make, sign, give and file all returns and
particulars which may from time to time be required by law to be made and/or
given to any authority.

BOOKS AND DOCUMENTS

132. The Directors shall cause to be kept proper books of account
with respect to:-

(a) all sums of money received and expended by the
Company and the matters in respect of which the receipt
and expenditure takes place;

(b) all sales and purchase of goods by the Company;

(c) the assets and liabilities of the Company.

133. The books of account shall be kept at the Office or at such other
place as the Directors think fit, and shall be open to inspection by the Directors
during business hours.
Dividend to joint-
holders.
Payment by post.
Unclaimed
dividends.
Returns
Books of
accounts.
Where to be kept.

34

134. The Directors shall from time to time determine whether and to
what extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them shall be open
to the inspection of the Members not being Directors, and no Member (not being
a Director) shall have any right of inspecting any account or book or document of
the Company except as conferred by law or authorised by the Directors or by the
Company in General Meeting.

ACCOUNTS AND BALANCE SHEETS

135. (1) The Directors shall as required by Section 233 and 236
of the Ordinance cause to be prepared and to be laid before the Company in
General Meeting such profit and loss accounts, income and expenditure
accounts, balance sheet and reports as are referred to these sections. The
balance sheet and profit and loss accounts shall be prepared in accordance with
Sections 234 and 235 of the Ordinance.

(2) The Company shall keep proper books of accounts in
compliance with Section 230 of the Ordinance.

(3) The Profit and Loss Account shall show, arranged under
the most convenient heads, the amount of gross income distinguishing the
several sources from which it has been derived, and the amount gross
expenditure, distinguishing the expenses of the establishment, salaries and other
like matters. Every item of expenditure fairly chargeable against the financial
years income shall be brought into account, so that a just balance of profit and
loss may be laid before the meeting, and, in cases where any item of expenditure
which may in fairness be distributed over several years has been incurred in any
one year, the whole amount of such item shall be stated, with the addition of a
statement of the reason why only a portion of such expenditure is charged
against the income of the year.

(4) The auditors Report (to be prepared in accordance with
the provisions of sub-section (3) and (4) of Section 255 of the Ordinance shall be
attached to the Balance Sheet and Profit and Loss Account and the Report shall
be read before the Company in General Meeting and shall be open to inspection
by any shareholder.

136. Every such Balance Sheet and Profit and Loss Account shall be
accompanied by a Report of the Directors in accordance with Section 236 of the
Ordinance. The Account, Report and Balance Sheet shall be signed in
accordance with Sections 236 and 241 of the Ordinance.

137. A printed copy of such Profit and Loss Account and Balance
Sheet so audited, together with the Reports of the Auditors and Directors, shall
not less than twenty one days previously to the meeting be sent to the registered
address of every registered holder of shares of the Company and other persons
entitled to receive notices of General Meetings in the manner in which notices
are to be given hereunder and a copy shall also be deposited at the Office for the
inspection of Members of the Company during a period of at least twenty one
days before the meeting and the Registrar.

Inspection by
Members.
Profit and Loss
Account, Balance
sheet and other
Reports.
Books of
Accounts to be
kept.
Profit & Loss
Account.
Auditor Report to
be attached to
Balance Sheet.
Annual Report of
Directors.
Posting and filing
of Accounts.

35

138. After the Balance Sheet and Profit and Loss Account have been
laid before the Company at the General Meeting such number of copies as may
be prescribed under Section 242 of the Ordinance in the manner provided by
Sections 236, 241 and 257 shall be filed with the Registrar within thirty days of
the meeting.

AUDIT

139. Once at least in every year the Accounts of the Company shall
be examined and the correctness of the Balance Sheet and Profit and Loss
Account ascertained by one or more Auditor or Auditors.

140. Auditors shall be appointed and their duties regulated in
accordance with Sections 252 to 255 of the Ordinance.

141. The remuneration of the Auditors shall be fixed by the Company
in General Meeting except that the remuneration of any Auditors appointed
before the first Ordinary General Meeting or to fill any casual vacancy may be
fixed by the Directors.

142. Every Balance Sheet and Profit and Loss Account when audited
and approved by a General Meeting shall be conclusive except as regard any
error discovered therein within three months next after the approval thereof.
Whenever any such error is discovered within that period the account shall
forthwith be corrected and thenceforth shall be conclusive.

NOTICES

143. (a) A notice may be given by the Company to any Member
either personally or by sending it by post to him to his registered address or (if he
has no registered address in the country of the Companys incorporation) to the
address, if any, within that country supplied by him to the Company for the giving
of notices to him.

(b) Where a notice is sent by post, service of the notice shall
be deemed to be effected by properly addressing, pre-paying and posting a letter
containing the notice and, unless the contrary is proved, to have been effected at
the time at which the letter would be delivered in the ordinary course of post. A
certificate in writing signed by a Director or any other officer of the Company that
the envelope or wrapper containing the notice was so addressed, prepaid and
posted shall be conclusive evidence thereof.

144. If a Member has no registered address in Pakistan and has not
supplied to the Company an address within Pakistan for the giving of notices to
him, a notice addressed to him as to the shareholders generally and advertised
in a newspaper circulating in the province in which the Office is situated shall be
deemed to be duly given to him on the day on which the advertisement appears.

145. A notice may be given by the Company to the joint-holders of a
share by giving the notice to the joint-holder named first in the Register in respect
of the share.

Filing of accounts
with the Registrar.
Accounts to be
audited annually.
Appointment of
Auditors.
Remuneration of
Auditors.
When account to
be deemed finally
settled.
How notices to be
served on
members.
Service by post.
Members resident
abroad.
Notice to joint-
holders.

36

146. A notice may be given by the Company to the persons entitled to
a share in consequence of the death or insolvency of a Member by sending it
through the post in a prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or assignee of the insolvent or by any like
description, at the address (if any) in Pakistan supplied for the purpose by the
persons claiming to be so entitled, or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have been
given if the death or insolvency had not occurred.

147. Notice of every General Meeting shall be given in some manner
herein before authorised to (a) every Member of the Company except those
Members who having no registered address within Pakistan have not supplied to
the Company an address within that country for the giving of notices to them, (b)
every Member of the Company being a foreign corporation or company which
has supplied to the Company a telex or facsimile number or electronic mail
address for the sending of notices to it, (c) every person entitled to a share in
consequence of the death or insolvency of a Member who but for his death or
insolvency would be entitled to receive notice of the meeting and (d) the Auditors
of the Company.

148. Any notice required to be given by the Company to the Members
or any of them and not expressly provided for by these presents shall be
sufficiently given if given by advertisement.

149. Any notice given by advertisement shall be deemed to have
been given on the day on which the advertisement shall first appear.

150. Every person who by operation of law, transfer or other means
whatsoever shall become entitled to any share shall be bound by every notice in
respect of such share which previously to his name and address being entered
on the Register shall be duly given to the person from whom he derives his title
to such share.

151. A notice or document delivered or sent by post to or left at the
registered address of any Member in pursuance of these presents shall,
notwithstanding whether or not such Members be then deceased and whether or
not the Company have notice of his decease be deemed to have been duly
served in respect of any registered shares whether held solely or jointly with
other persons by such Member, until some other person be registered in his
stead as the holder or joint-holder thereof and such service shall for all purposes
of these presents be deemed a sufficient service of such notice or document on
him or her heirs, executors, or administrators, and all persons, if any, jointly
interested with him or her in any such share.

152. Notwithstanding anything hereinabove to the contrary, in addition
to any other notice it or he shall be entitled to receive, a Member which is a
foreign corporation, a company or an individual shall be given notice by post or
telex or facsimile transmission or electronic mail addressed to such Member at it
or his address or telex or facsimile number or electronic mail address given by it
or him to the Company.

153. The signature to any notice to be given by the Company may be
written, printed, typed, or rubber-stamped.

Notice to persons
entitled by
transmission.
Notice of General
Meetings.
When notice may
be given by
advertisement.
When notice by
advertisement
deemed to be
served.
Transferees, etc.,
bound by prior
notice.
Notice valid
though Member
deceased.
Notice to foreign
shareholder.
How notice to be
signed.

37

154. In the event of a winding-up of the Company every Member of
the Company who is not for the time being in the place where the Office is
situated shall be bound within eight weeks after the passing of an effective
resolution to wind up the Company voluntarily or the making of an order for the
winding-up of the Company to serve notice in writing on the Company appointing
some householder residing in that place upon whom all summons, notices,
processes, orders and judgements in relation to or under the winding-up of the
Company may be served, and in default of such nomination the Liquidator of the
Company shall be at liberty on behalf of such Member to appoint some such
person, and service upon any such appointee whether appointed by the Member
or the Liquidator, shall be deemed to be good personal service on such Member
for all purposes, and where the Liquidator makes any such appointment he shall
with all convenient speed give notice thereof to such Member by advertisement
in a newspaper circulating in the neighbourhood of the Office or by registered
letter sent through the post and addressed to such Member at his address as
mentioned in Register and such notice shall be deemed to be served on the day
following that on which the advertisement appears or the letter posted. The
provisions of this Article shall not prejudice the right of the Liquidator of the
Company to serve any notice or other document in any other manner prescribed
by the regulations of the Company.

RECONSTRUCTION

155. On any sale of the undertaking of the Company, the Directors or
the Liquidators on a winding-up may, if authorised by a Special Resolution,
accept fully paid share debentures or securities of any other company, whether
incorporated in or not either then existing or to be formed for the purchase in
whole or in part of the property of the Company and the Directors (if the profits of
the Company permit), or the Liquidators (in a winding-up) may distribute such
shares, or securities, or any other property of the Company amongst the
Members without realisation or vest the same in trustees for them, and any
Special Resolution may provide for the distribution or appropriation of the cash,
shares or other securities, benefit or property, otherwise than in accordance with
the strict legal rights of the Members or contributories of the Company, and for
the valuation of any such securities or property at such price and in such manner
as the meeting may approve, and all holders of shares shall be bound to accept
and shall be bound by any valuation or distribution so authorised, and waive all
right in relation thereto, save only in case the Company is proposed to be or is in
the course of being wound up, such statutory rights (if any) under Section 367 of
the Ordinance as are incapable of being varied or excluded by these presents.

WINDING UP

156. If the Company shall be wound up, the Liquidator may with the
sanction of a Special Resolution of the Company and any other sanction required
by law, divide amongst the Members in specie or kind the whole or any part of
the assets of the Company (whether they shall consist of property of the same
kind or not) and may for such purpose, set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall
be carried out as between the Members or different classes of Members. The
liquidator may with the like sanction vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories as the liquidator
with the like sanction shall think fit, but so that no Member shall be compelled to
accept any shares or other securities whereon there is any liability.

Service of process
in winding-up
Reconstruction.
Winding up.

38

INDEMNITY

157. Every officer or agent for the time being of the Company may be
indemnified out of the assets of the Company against any liability incurred by him
in defending any proceedings whether civil or criminal, arising out of his dealings
in relation to the affairs of the Company, except those brought by the Company
against him, in which judgement, is given in his favour or in which he is acquitted,
or in connection with any application under Section 488 of the Ordinance in
which relief, is granted to him by the Court.

SECRECY

158. Every Chief Executive, Director, Manager, Secretary, Chief
Accountant, Auditor, Trustee, member of a committee, officer, servant, agent,
accountant, or other person employed in the business of the Company shall, if so
required by the Directors before entering upon his duties, sign a declaration
pledging himself to observe a strict secrecy respecting all transactions of the
Company with persons dealing with it and the state of accounts with individuals
and in matters relating thereto, and shall by such declaration pledge himself not
to reveal any of the matters which may come to his knowledge in the discharge
of his duties except when required so to do by the Directors or by any General
Meeting of the Company or by a court of law and except so far as may be
necessary in order to comply with any of the provisions in these presents
contained.

159. No Member or other person (not being a Director) shall be
entitled to enter the property of the Company or to inspect or examine the
Companys premises or properties of the Company without the permission of the
Directors for the time being or of the Company in General Meeting or subject to
Articles 129 and 135 to require discovery of or any information respecting any
detail of the Companys trading or any matter which is or may be in the nature of
a trade secret, mystery of trade, or secret process or of any matter whatsoever
which may relate to the conduct of the business of the Company and which in the
opinion of the Directors it will be inexpedient in the interest of the Members of the
Company to communicate.

USE OF NAME PHILIPS

160. The name of the Company is Philips Electrical Industries of
Pakistan Limited. The Company is entitled to use the word Philips as part of its
corporate name by virtue of an agreement entered into with Koninklijke Philips
Electronics N.V. The Netherlands.

The Company shall be obliged to change its name by deleting
from it the word Philips on the first request of Koninklijke Philips Electronics N.V.
The Netherlands and by replacing it by a word or words not in any way similar to
the word Philips and the Directors shall call an extraordinary general meeting of
shareholders for this purpose.

In such meeting the shareholders of the Company shall vote in
favour of such resolution.
Indemnity.
Secrecy.
No shareholder to
enter the premises
of the Company
without
permission.
Use of Name
Philips.

39

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a
Company, in pursuance of this Memorandum of Association, and respectively agree to take the number of
shares in the capital of the Company set opposite our respective names.

Names, Addresses
and Descriptions of
Subscribers
Number of Shares
taken by each
Subscriber
Name, Address
and Description
of witness
JELTE ATZE OVERDIEP
Merchant
15 A. Mary Road,
Karachi
One
Parmanand

Thankurdas,
Advocate,
Bunder Road,
Karachi
LODEWIJK JOHAN STERNEBERG
Merchant
Zeba Manzar,
Plot No. 3
Karachi Housing Union,
Karachi
One
SHERIAR FRAMJI IRANI
Merchant
Mani Villa,
Edward Street,
Soldier bazaar,
Karachi
One
TOTAL. 3
Dated the 29
th
day of July 1954.

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The Companies Ordinance 1984

COMPANY LIMITED BY SHARES

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