20000212

FIRST CAPITAL MUTUAL

A. Ali Sundrani

First Capital

Mutual Fund Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 5th Annual General Meeting of the shareholder's of the Company will be held on March 01, 2000 at 10.00 a.m. at Registered Office of the Company, 103-C/II, Gulberg-III, Lahore to transact the following business:-

1. To comfirm the minutes of the 4th Annual General Meeting of the Members.

2. To receive, consider and adopt the annual audited accounts of the Company together with the Auditors' and Directors' Reports for the year ended June 30, 1999.

3. To appoint Auditors' for the year ending June 30, 2000 and to fix their remuneration. The present auditors M/s Taseer Hadi Khalid & Company, Chartered Accountants, being eligible, offer themselves for re-appointment.

Special Business:

4. To consider and if deemed fit, pass the following resolution as Special Resolution with or without amendments that, the Chief Executive be and is hereby authorised to undertake and liquidate on behaof of the Company and in accordance with the provisions of Section 208 of the Companies Ordinance, 1984:

� an investment in Pre-Initial Public Offering of WorldCall Payphones Limited up to Rs. 15 million for purchase of 1,000,000 shares at the price of Rs. 15/- per share inclusive of the premium of Rs. 5/- per share.

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

By the Order of the Board

Lahore: (SARDAR ALI WATTOO)

February 09, 2000 Company Secretary

STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984

1. The Company was incorporated on 14 December, 1995. The principal activity of the Company is the operation and maintenance of a public payphone network, which are installed at various shops/commercial outlets. The Company has applied to the Securities and Exchange Commission of Pakistan and Karachi/Lahore Stock Exchanges for their approval to list the Company's shares on Karachi/Lahore Stock Exchanges.

2. Mr. Mumtaz H. Syed, the Chief Executive of the Company, be and is hereby authorised to make investment in the Pre-Initial Public Offering in the WorldCall Payphones Limited and to liquidate such investment on behalf of the Company from time to time in accordance with the provision of the Section 208 of the Companies Ordinance, 1984.

NOTES:

1. The share transfer books of the Company will remain closed from 1st March, 2000 to 8th March, 2000 (both days inclusive).

2. A member entitiled to vote at the meeting may appoint another member as his/her proxy to attend the meeting and vote on his/her behalf. Proxies in order to be effective, must be received by the Company at least 48 hours before the meeting.

3. Members are requested to notify any change in address immediately.