Minutes of 20th Annual General Meeting

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

November 30, 2017

Subject: DRAFT MINUTES OF 20TH ANNUAL GENERAL MEETING HELD ON

 OCTOBER 24, 2017

Dear Sir,

Enclosed please find a copy of draft minutes of 20th Annual General Meeting of the members OGDCL held on October 24, 2017 at Islamabad

Yours sincerely,

(Ahmed Hayat Lak)

Company Secretary

Director/HOD,

Surveillance, Supervision and Enforcement Department

Securities & Exchange Commission of Pakistan,

NIC Building,

63 Jinnah Avenue,

Blue Area,

Islamabad.

http://www.rns-pdf.londonstockexchange.com/rns/9532X_-2017-11-30.pdfhttp://www.rns-pdf.londonstockexchange.com/rns/9532X_1-2017-11-30.pdf

OIL AND GAS DEVELOPMENT COMPANY LIMITED

DRAFT MINUTES OF 20th ANNUAL GENERAL MEETING, BEING THE THIRTY FIRST MEETING OF THE MEMBERS OF THE COMPANY HELD AT MARRIOTT HOTEL, ISLAMABAD ON TUESDAY, OCTOBER 24, 2017 AT 09:00 HOURS

PRESENT

As per list attached as Annex-A.

COMMENCEMENT OF THE MEETING

With the permission of the Chair, the Company Secretary welcomed the members to the 20THAnnual General meeting of the Company and invited Hafiz Muhammad Ali for recitation from the Holy Quran.

DOCUMENTS TABLED

20.1 Following documents were tabled:

20.1.1 Minutes

Draft minutes of 19th Annual General Meeting held onOctober 26, 2016.

20.1.2 Annual Report

Auditors' and Directors' reports together with the audited accounts of the Company for the year ended June 30, 2017.

20.1.3 Details of Proxies are placed as Annex-B.

20.2 QUORUM, NOTICE AND AGENDA OF THE MEETING

The Chairman asked the Company Secretary to confirm the quorum and read out notice and agenda of the meeting. The Secretary informed that the proxies received were in order representing 96% of the total shareholding of the Company and confirmed that quorum was present for the meeting. The Secretary then read out the notice and agenda of the 20th Annual General Meeting, being the Thirty First meeting of the members of the Company, held on Tuesday, October 24, 2017.

Company Secretary requested the Chairman to address the shareholders on the performance of the Company.

20.3 Chairman's Address

On behalf of the Board of Directors of Oil & Gas Development Company Limited, the Chairman welcomed the members to 20th Annual General Meeting of the Company.

Chairman while highlighting performance of the Company stated that despite volatility in international oil prices during the fiscal year 2016-17, OGDCL delivered yet another successful performance on operational as well as financial fronts.

Chairman added that OGDCL continued to pursue its strategic priorities for carrying on exploratory endeavors, focus on completion of ongoing development projects and utilization of latest production techniques paved the way to register highest ever daily gross crude oil production of 50,354 barrels on 28 November 2016. This increased crude oil production translated into an improved market share of 51% in Pakistan's total oil production during July 2016-June 2017.

In addition, the Company during the year successfully safeguarded its position as country's market leader in terms of exploration acreage, 2D seismic acquisition, oil and gas reserves and production contribution.

On the operational front, Chairman shared the following details:

· Seismic data acquisition of 4,034 Line km of 2D and 1,153 sq. km of 3D representing 66% and 34% respectively of total seismic data acquired in the Country;

· Active drilling campaigns led to spud of 22 new wells including 11 exploratory/appraisal wells and 11 development wells;

· Vigorous exploratory efforts resulted in 5 oil and gas discoveries namely Gundanwari-1, Mithri-1, Chabaro-1, Khamiso-1 and Chhutto-1;

· Average daily net saleable crude oil, gas and LPG production during the year was 44,041 barrels, 1,051 MMCF and 455 tons respectively;

· Completion of phase-II of KPD-TAY development project led to supply of on-spec gas to SSGC and commencement of LPG production.

· With commissioning of hot oil system, amine and dehydration unit, overall completion of Uch-II development project was achieved on January 12, 2017.

· In Nashpa development project, installation and erection works are in final stage. Incremental daily production envisaged upon completion of the project in November 2017 is 1,100 barrels of oil/NGL, 10 MMCF of gas and 340 Tons of LPG.

· On the financial side, increase in sales volume of crude oil and LPG combined with moderate recovery in international oil prices contributed to higher Sales Revenue and Profit after Tax of Rs 171.83 billion and Rs 63.80 billion respectively in comparison to Rs 162.87 billion and Rs 59.97 billion in the previous fiscal year;

· Total cumulative dividend declared for the year ended June 30, 2017 is Rs 6 per share;

· OGDCL contributed a significant sum of Rs 90.31 billion to the National Exchequer on account of corporate tax, dividend, royalty and government levies;

· Regarding HSE activities, OGDCL in demonstration of its commitment with respect to health, safety and environment achieved ISO 14001:2004 and OHSAS 18001:2007 certifications for Uch gas plant. The aforesaid certifications have already been achieved for the Company's Dhodak, Qadirpur, Dakhni and Chanda/Mela plants;

· Social welfare activities also continued during the year wherein the total spending by the Company for the social welfare cause was Rs 1,079 million. Main social welfare activities during the year were:

· OGDCL's National Talent Hunt Program, whereby the number of scholarships given to students were increased from 100 to 240 at an estimated cost of Rs 192 million;

· The Company also signed an MOU with various engineering universities through Higher Education Commission to provide scholarships amounting to Rs 87.84 million to two (2) batches of students comprising 65 students each;

· In the domain of health sector, the Company provided an ambulance to Tehsil Head Quarter Hospital Jand at a cost of Rs 3.31 million along with construction of buildings for public welfare dispensaries at Began Jarwar and near Bobi field in Sindh province;

· Moreover, the Company donated Rs 1.5 million to Pakistan Centre of Philanthropy to contribute towards enhancement of volume and effectiveness of humanitarian activities;

Chairman underscored that OGDCL is determined to maintain its focus and investment in seismic data acquisition, drilling campaigns and processing/reprocessing of acquired seismic data to enhance oil and gas reserves and to ensure long term sustainability of the business.

Chairman informed the shareholders about the utilization of latest reservoir management practices and state of the art oil recovery methods which will remain a business priority in maintaining and augmenting Company's oil and gas output.

Chairman informed that fast track completion of ongoing development projects; Nashpa and Soghri is also on the Company's radar to achieve incremental oil, gas and LPG production.

While concluding, Chairman acknowledged resolute support and firm determination of all the stakeholders particularly employees, shareholders, JV partners and the Federal Government for rendering support in driving forward OGDCL's operational and financial performance .

The Chairman then asked the Company Secretary to proceed with the agenda items.

20.4 CONFIRMATION OF MINUTES OF THE 19th ANNUAL GENERAL MEETING HELD ON OCTOBER 26, 2016

The Company Secretary informed that final draft of the minutes of 19th Annual General Meeting of the Company held on October 26, 2016 remained available for inspection at the registered office of the Company and were also provided to the members on request. Minutes were also made available to the members before the commencement of the meeting and were laid on the table. Company Secretary requested that the minutes be taken as read.

Company Secretary invited comments from the members; the members however did not have any comments on the draft minutes. On the proposal of Mr. Muhammad Ahmed Khan (CDC ID/AC # 1552-1597), seconded by Syed Nayyar Ali Zaidi (Folio#40221), the members unanimously resolved as follows:

RESOLVED that the minutes of the 19th Annual General Meeting of the members of the Company held on, October 26, 2016 be and are hereby approved and adopted.

Further resolved that the Chairman is authorized to sign the minutes on behalf of the members.

20.5 TO RECEIVE AND CONSIDER THE AUDITED ANNUAL ACCOUNTS OF THE COMPANY FOR THE YEAR 2016-17 TOGETHER WITH AUDITORS' AND DIRECTORS' REPORTS THEREON

The Secretary informed that the annual audited accounts of the Company for the year 2016-17 together with Auditors' and Directors' reports thereon duly recommended by the Board of Directors in its194th meeting held on September 15, 2017 were circulated to all the members and also laid on the table. It was therefore requested by the Company Secretary that the Auditors' and Directors' reports together with the audited accounts be taken as read.

The members, on the proposal of Abdul Tayyab Khan  (CDS ID/AC#14837-1721), seconded by Mr. Muhammad Ahmed Khan (CDS ID/AC# 1552-1597), agreed that the Auditors' and Directors' reports together with audited accounts having been circulated to the members be taken as read by the Company Secretary.

The Company Secretary then invited the members to discuss the audited accounts, Auditors' and Directors' review thereon. Syed Nayyar Ali Zaidi (Folio #40221) while discussing the annual accounts of the Company appreciated the efforts of the management in steering the Company toward sustainability and better performance despite challenges. Mr. Muhammad Ahmed Khan (CDC ID/AC # 1552-1597) praised the Board of Directors for guiding the Company to achieve its targets and providing strategic direction for future endeavors in the exploration and production of natural resources.

On the proposal of Syed Nayyar Ali Zaidi (Folio #40221), seconded by Mr. Abdul Tayyab Khan  (CDS ID/AC#14837-1721), the annual accounts of the Company were approved.

RESOLVED that the Directors' and Auditors' Reports and Company's accounts for the year ended June 30, 2017 be and are hereby approved and adopted.

20.6 APPOINTMENT OF AUDITORS

The Company Secretary informed that the present auditors i.e. M/s KPMG Taseer Hadi & Co., Chartered Accountants and M/s A.F. Ferguson, Chartered Accountants would stand retired by the close of the Annual General Meeting. Shareholders were apprised that both the auditors being eligible have offered themselves for re-appointment as joint statutory auditors for the year 2017-18.

Company Secretary stated that on the proposal of the Audit Committee, the Board has recommended the re-appointment of the retiring auditors M/s KPMG Taseer Hadi & Co., Chartered Accountants and M/s A.F. Ferguson, Chartered Accountants on the following terms and conditions:-

On the proposal of Mr. Muhammad Shiraz Khan (Folio No. 79093) seconded by Mr. Mushtaq Ahmed (Folio#20883), it was unanimously resolved that M/s KPMG Taseer Hadi & Co., Chartered Accountants and M/s A.F. Ferguson, Chartered Accountants be and are hereby re-appointed as the Statutory Auditors of the Company for the year 2017-18 with following fee per audit firm:

20.7 APPROVAL OF FINAL CASH DIVIDEND

The Company Secretary informed that during the year, Company had declared and paid three interim cash dividends totaling 40% i.e. Rs4 per Ordinary share of Rs 10/- each. The Directors had further recommended a final cash dividend @ 20% of the par value of shares i.e. Rs2/- per ordinary share of Rs 10 each for the year ended June 30, 2017.

On the proposal of Mr. Muhammad Atif Malik (50594) seconded by Syed Nayyar Ali Zaidi (Folio #40221), it was unanimously resolved that a final cash dividend of 20% of the par value of the shares i.e. Rs2/- per ordinary share of Rs 10 each recommended by the Board of Directors (in addition to the three interim dividends already paid during the year) be and is hereby approved for the year ended June 30, 2017 to the members on record as on October 17, 2017.

20.8 ELECTION OF DIRECTORS

The Company Secretary informed that in pursuance of Section 159 (1) of the Companies Act, 2017 the Board in its meeting held on September 15, 2017 fixed eleven number of Directors to be elected for the ensuing term of three years. The existing Board members listed below would stand retired at the close of 20th Annual General Meeting:

The Company Secretary further informed that eleven Directors being eligible for election, had filed their consent under Section 159 of the Companies Act, 2017 to contest the election. As number of persons who have filed their intention to contest the election was equal to the number of Directors to be elected, the shareholders were accordingly notified through press on October 13, 2017. Necessary formalities required under the Companies Act, 2017 and the Listing Regulations were also completed.

The Company Secretary informed the members that as number of persons who have filed their intention to contest the election was equal to the number of Directors to be elected, the following persons shall be deemed to be elected as Directors of Oil and Gas Development Company Limited at the 20th Annual General Meeting of the Members:

Mr. Zahid Muzaffar, Chairman, being a member of the Oil and Gas Development Company Limited (OGDCL) and holder of the ordinary shares on behalf of the majority shareholder i.e. the President Islamic Republic of Pakistan representing 74.98% of the total outstanding shares exercised the votes available with him in equal proportion in favor of the candidates contesting the election. Mr. Muhammad Atif Malik (50594) proposed and Syed Nayyar Ali Zaidi (Folio#40221) seconded and other members present agreed to exercise their vote in favor of the contesting members in equal proportion.

RESOLVED that M/s Mohammad Jalal Sikandar Sultan, Aurangzeb Haque, Zahid Muzaffar, Abid Saeed, Athar Hussain Khan Sial, Iskander Mohammed Khan, Hamid Farooq, Zafar Masud, Rahmat Salam Khattak, Prince Ahmed Omar Ahmedzai and Maj. Gen. Sohail Ahmad Khan (Retd) be and are hereby elected as Directors of the Company for the ensuing term of three years with effect from close of 20th Annual General Meeting of members of the Company held on October 24, 2017.

CLOSURE OF THE MEETING

There being no other business to transact; Chairman thanked the shareholders for sparing their valuable time to attend the AGM. The meeting ended with a vote of thanks to the Chair, members of the Board and the Management.

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