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The Board Resolution For Issue Of Convertible Notes is a crucial corporate document used when a company in Pakistan seeks to raise capital through convertible debt instruments. This resolution is typically employed by growth-stage companies looking for flexible financing options that offer investors the potential for equity conversion in the future. The document must comply with the Companies Act 2017, Securities Act 2015, and relevant SECP regulations governing corporate actions and securities issuance in Pakistan. It serves as the primary authorization for the note issuance, detailing key terms such as conversion rights, interest rates, and maturity periods, while empowering specific officers to execute the necessary documentation. The resolution is particularly important as it demonstrates proper corporate governance and provides a clear record of the board's approval for regulatory compliance and investor confidence.

1. Title and Date: Formal heading indicating this is a board resolution, including company name and date of meeting

2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

3. Background: Context for the resolution, including company's funding needs and rationale for choosing convertible notes

4. Definitions: Key terms used in the resolution including 'Convertible Notes', 'Conversion Price', 'Maturity Date', etc.

5. Principal Terms of Notes: Essential terms including total amount, interest rate, maturity date, and conversion price/ratio

6. Conversion Rights: Detailed terms of when and how notes can be converted into shares

7. Authorization: Formal board authorization for the issuance of convertible notes

8. Delegation of Authority: Authorization of specific officers to execute necessary documents and take required actions

9. Regulatory Compliance: Statement confirming compliance with relevant laws and regulations

10. Certification: Secretary/Director's certification of the resolution's accuracy