(The Companies Ordinance, 1984)

CLVII OF 1984)
Company Limited by Guarantee and
not having a Share Capital
Articles of Association
Of
Rakaposhi Development Organization (RDO)

PRELIMINARY
1. In these articles:
Unless the text otherwise requires words and expressions contained in these Articles shall have the
same meaning as in the Ordinance.
Words in the singular shall include the plural and vice versa; words importing the masculine gender
shall include the feminine gender and words importing persons shall include bodies corporate.

“The Ordinance” means The Companies Ordinance, 1984 (XLVII of 1984)

Reference in these articles to my provisions of the Ordinance shall be construed as reference to such
provisions as modified or re-enacted by any statute for time being in force.

“The Board” means the Board of Directors for the time being of the Company acting at a meeting or
through a committee of Directors.

“The Company” means Rakaposhi Development Organization.

“General Meetings” means a meeting of the members for the time being of the Company.

“Members” means a person who is, for the time being, a member of the Company under the
provisions of Article 3 hereof.

“Month” means calendar month;

“Quarter” shall mean a period of three months terminating on any of the following dates viz the
thirty-first day of march, the thirtieth day of June, the thirtieth day of September and the thirty-first
day of December in any year and “Quarterly” shall refer to any such period.

“In Writing” means written, typed or printed or partly written, typed or printed.

Reference in these Articles to any provision of the Act shall be constxxxxxxx as a reference to such
provision as modified or re-enacted by any statute for the time being in force.
The Company is a company limited by guarantee not having a share capital.

The number of members with which the Company proposes to be registered twenty-seven xxxxx but the
company in general meetings may from time to time register an increase or decrease in the number of
members.

GENERAL MEETINGS

4. The Company shall in each year hols a General Meeting as the Annual General Meeting, in addition to
any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not
more than fifteen months shall elapse between the date of one Annual General meeting of the
Company and that the next. The Annual General Meeting shall be held at such time and place as the
Board shall appoint. The First Annual General Meeting within a period of twenty-four months (Two
years) after the incorporation of the Company.
5. Annual General Meetings shall be called Ordinary General Meetings and all other General Meetings
shall be called Extraordinary General Meeting.
6. The Directors may, whenever they think fit, convene an Extraordinary General Meeting.

CONVENING MEETINGS WHEN THERE ARE NOT SUFFICIENT DIRECTORS TO FRO A QUORUM

7. If at any time ate not within Pakistan sufficient Directors capable of constituting a quorum of the
Board, any seven Directors may convene an Extraordinary General Meeting in the same manner as
nearly as possible as that in which such a meeting may be convened by the Board.

NOTICE OF GENERAL MEETINGS

8. Twenty-one days’ notice at the least (exclusive of the day on which the Notice is served or deemed to
be served and of the day for which it is given) specifying the place, the day and the hour of meeting
and, in the case of special business, the general nature of such business shall be given in manner
hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in
General Meeting to such persons as are under these Articles entitled to receive such Notices from the
company provided that a Meeting of the Company shall, notwithstanding that it is called by shorter
notice than that specified in this Article, be deemed to have been duly called if it is so agreed by all
the Members entitled to attend and vote thereat.
9. The accidental omission to give notice to or the non-receipt of a meeting by any Member shall not
invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

10. All business shall be deemed special that is transacted at an Extraordinary General Meeting and also
all that transacted at an Annual General meeting, with the exception of the consideration of accounts,
Balance sheets and the reports of the Board and Auditors, the election of Directors and the
appointment of the fixing of the remuneration of the Auditors.
11. No business shall be transacted at a General Meeting unless a quorum of Members is present at that
time when the meeting proceeds to business. The quorum shall be ascertained as follows, that is to
say ,if the members of the Company at the time of the General Meeting do not exceed nine(9) in
 member, the quorum shall be for (4), if the member shall be ten (10) in number the quorum shall be
five (5), if they exceed than (10) these shall be added to the above one (1) for every three (3) xxxxxxx
Member in each case as are personally present who represent not less than 25% of the total coting
power either on their own account or by proxy. A company, corporation or foundation being a
member of the Company may by a resolution by its directors or management committee appoint as
its authorised representative any person to exercise the same power on behalf of the said Company,
corporation or foundation in General Meeting as that company, corporation or foundation could
exercise if it were an individual Member of the Company.

12. If within an hour from the time appointed for the meeting a quorum is not present, the meeting it
convened by Members shall be dissolved: 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 of Member
is not present, it shall be adjourned ‘sine die’.
13. The chairman of the company will take the Chair at every General Meeting of the Company.
14. The Chairman may with the consent of any meeting at which a quorum is present (and shall, if so
directed by the meeting) adjourn the meeting from time to time, and from place to place but no
business shall be transacted at any adjourned meeting left unfinished at the meeting from which the
adjournment took place. When a meeting adjourned for more than days, notice of the adjourned
meeting and the business to be transacted thereat shall be given as the case of an original meeting.
Same as aforesaid, it shall not be necessary to give any notice of an adjournment, or of the business
to be transacted at an adjourned meeting.
15. At any General Meeting a resolution put to the cote 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
any on (1) member if not more than seven (7) Member shall be present at the General Meeting, or by
two (2) Member if more than seven (7) Member shall be present, unless a poll is so demanded, a
declaration a declaration by the chairman that a resolution has on a show of hands been carried
unanimously, or by particular majority, or lost, and any entry to that effect in the book containing
minutes of proceeding of the companies, shall be conclusive evidence of the facts, without proof of
the number or proportion of the votes records in favour of or against such resolution. The demand for
a poll may be withdrawn.
16. Except as provided in Article 21 if a poll is duly demanded it shall bi taken in such manner as the
Chairman directs, and the results of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded.
17. In the case of an equality of vote, whether on a show of hands or on a poll, the Chairman shall be
entitled to a second of casting was vote.