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 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, 1983 in the proportion of two Bonus Shares for every fifteen 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

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 Commerce Building, Karachi.

RESOLUTION That the Reserve for Bonus Shares of Rs. 4,250,000 be capitalised and applied to the issue of 425,000 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 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 Meeting of the company held on April 28, 1985 at the Council Hall of the Overseas Investors Chamber of Commerce Building, Karachi.

RESOLUTION That the Reserve for Bonus Shares of Rs. 2,337,500 be capitalised and applied to the issue of 233,750 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 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 all purposes as an increase in the paid up capital of the company. J.POST Chairman

Special Resolution

of PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED passed at the Thirtyfirst Annual General Meeting of the company held on April 28, 1985 at the Council Hall of the Overseas Investors Chamber of Commerce Building, Karachi.

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 Company’s 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 That the Reserve for Bonus Shares of Rs. 9,817,500 be capitalised and applied to the issue of 981,750 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

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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:

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(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)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED 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.

To carry on business 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.

To carry on business 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 Company’s business or to increase the value of or turn to account any of the Company’s 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

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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

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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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

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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 Company’s 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.

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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 29th day of July 1954.

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(THE COMPANIES ORDINANCE 1984)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF

PHILIPS ELECTRICAL INDUSTRIES OF PAKISTAN LIMITED

(As approved and adopted by a Special Resolution passed at the 54th 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.

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“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.

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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 Company’s

Shares.

Company not to issue partly paid

share.

Allotment of shares.

Commissions for placing shares.

Brokerage.

Shares at a discount.

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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.

Member’s 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 Company’s 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 Company’s 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.

49. The Company shall comply with the provisions of Section 113 of 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.

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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.

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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.

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95. The Company shall comply with the provisions of Section 218 of 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.

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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.

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(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.

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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 Company’s 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.

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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.

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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.

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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 year’s 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.

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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 Company’s 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.

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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.

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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 Company’s 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 Company’s 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 29th day of July 1954.