AGP : | AGP Limited Notice of Extra ordinary General Meeting REVISED

AGP LIMITED

NOTICE OF 5th EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that the 5th Extraordinary General Meeting (the Meeting) of the Shareholders of AGP Limited (AGP / the Company) will be held on Wednesday, July 19, 2023, at 11:00 a.m., at Ramada Karachi Creek, Zulfiqar Street 1, DHA Phase VIII, Karachi, to transact the following business:

ORDINARY BUSINESS

1) To confirm the minutes of the 9th Annual General Meeting held on April 19, 2023.

SPECIAL BUSINESS

1. To consider additional investment of up to seven and a half percent (7.5%) of the equity / issued and paid up capital of the associated company, OBS Pakistan (Private) Limited, where AGP had been previously authorized by the shareholders in the meeting held on July 28, 2022, to invest eighty-five percent (85%) of the equity / issued and paid up capital of OBS Pakistan (Private) Limited and, if deemed appropriate, pass with or without modification, the following resolutions as special resolutions as required under Section 199 of the Companies Act, 2017 read together with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

"RESOLVED THAT the Company be and is hereby authorized to invest in its associated company, OBS Pakistan (Private) Limited an amount up to PKR 2,400 million, in accordance with applicable laws, in the form of equity investment and resulting in a holding of up to ninety-two and a half percent (92.5%) of the issued and paid-up share capital of OBS Pakistan (Private) Limited for an indefinite period."

"FURTHER RESOLVED THAT the Chief Executive / Non-Executive Director along with the Chief Financial Officer / Company Secretary of the Company or such other person(s) as may be authorized by them (the "Authorized Persons"), to take all necessary steps to implement and execute the proposed transaction, to do all such acts, deeds and things necessary, and to deliver and execute all such deeds, agreements, declarations, undertakings, collateral / securities, guarantees, and letter of comfort including any ancillary document thereto or provide any such documentation for and on behalf and in the name of the Company as may be necessary or required or as they or any of them think appropriate for or in connection with or incidental for the purposes of concluding the proposed transaction including for the purposes of raising debt by the OBS Pakistan (Private) Limited and securing its obligations thereunder."

"FURTHER RESOLVED THAT all actions heretofore taken by the Authorized Persons on behalf of the Company in respect of the above matters are hereby confirmed, ratified and adopted by the Company in full."

A Statement under section 134(3) of the Companies Act, 2017 relating to the above-mentioned special business mentioned in Agenda no. 2 is annexed with the notice.

1. To consider the extension or renewal of funding facilities to and from associated companies, namely OBS AGP (Private) Limited and OBS Pakistan (Private) Limited, which were approved earlier by the shareholders in the meeting held on July 28, 2022 and, if deemed appropriate, pass with or without modification, the

following resolution, as a special resolution as required under Section 199 of the Companies Act, 2017 read together with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

"RESOLVED THAT the Company be and is hereby authorized to renew and extend for a further period of twelve (12) months, short term funded and / or unfunded financing facilities and / or security to its associated companies, namely OBS AGP (Private) Limited and OBS Pakistan (Private) Limited, up to the amount of PKR 500 Million each to meet excess debt requirements and/ or funding shortfalls or to otherwise assist the Company and such associated companies in meeting and fulfilling their financial obligations."

"FURTHER RESOLVED THAT such facilities extended by the Company to its associated companies as per the preceding resolution, will initially be extended for a period of one (1) year and shall be renewable annually for each successive year, unless not renewed, be and is hereby recommended to the Board of Directors for approval."

A Statement under section 134(3) of the Companies Act, 2017 relating to the above-mentioned special business mentioned in Agenda no. 3 is annexed with the notice.

4) To transact any other business with the permission of the Chair.

	By Order of the Board
Karachi,	Umair Mukhtar
Dated: June 27, 2023	Company Secretary

Notes

1. Closure of Share Transfer Books
   The share transfer books of the Company will remain closed from July 12, 2023 to July 19, 2023 (both days inclusive). Transfers received in order at the office of our Registrar, namely CDC Share Registrar Services Limited situated at CDC House, 99-B, Block B, S.M.C.H.S. main Shahrah-e-Faisal, Karachi - 74400 by the close of business (5:00 p.m.) on July 11, 2023 will be treated as being in time for the purpose to attend and vote at the Meeting.
2. Appointment of Proxy Holder
   A member of the Company entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on his / her behalf. Proxies, in order to be effective, must be received at the registered office of the Company or emailed at [e-mail] later than forty-eight (48) hours before the time of holding the Meeting. In calculating the aforesaid time period, no account shall be taken of any day that is not a working day. A member shall not be entitled to appoint more than one proxy. Proxy form is available at Company's website www.agp.com.pk.
3. Guidelines for CDC Account Holders
   Any Individual Beneficial Owner of CDC, entitled to vote at this Meeting, must bring his/her original Computerized National Identity Card (CNIC) to prove identity, and in case of proxy, a copy of shareholder's attested CNIC must be attached with the proxy form. Representatives of corporate members should bring the
   Board of Directors' resolution / power of attorney with specimen signature of nominee for such purpose.
   CDC Account Holders will also have to follow the under mentioned guidelines as laid down in Circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan (SECP).
4. Participation in the Extraordinary General Meeting
   SECP through its Circular No. 4 of 2021 dated 15 February 2021, Circular No. 6 of 2021 dated 3 March 2021, read together with the clarification bearing number SMD/SE/2(20)/2021/117 dated 15 December 2021, has directed listed companies to ensure the participation of members in general meeting through electronic means as a regular feature in addition to holding physical meetings.
   Accordingly, in compliance with the directives from SECP, the Company is also providing the facility to its shareholders to attend the Meeting through video link. To avail this facility, members are requested to register their following particulars by sending an e-mail at [e-mail].

Folio / CDC	No. of shares Name	CNIC	Cell No.	Email address
account no.	held

After necessary verification, the video link and login credentials will be shared with the shareholders whose e- mails, containing all the requested particulars are received at the given e-mail address by or before the close of business hours (5:00 p.m.) on July 17, 2023. The shareholders are also encouraged to send their comments

• suggestions related to the agenda items of the Meeting on the above-mentionede-mail address by the close of business hours on July 17, 2023.

1. E- Voting
   Members can exercise their right to poll subject to meeting of requirement of Section 143 to 145 of the Companies Act, 2017 and applicable clauses of Companies (Postal Ballot) Regulations 2018.
2. Video Conference Facility
   Pursuant to Section 132(2) of the Companies Act, 2017, if the Company receives consent from members holding an aggregate ten percent (10%) or more shareholding residing at geographical location, to participate in the meeting through video conference at least seven (7) days prior to the date of meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. The Company will intimate Members regarding venue of video conference facility at least five (5) days before the date of the Meeting along with complete information necessary to enable them to access such facility. In order to avail this facility please provide the following information to our Registrar:

"I/We, _________of _____________ being a member of AGP Limited holder of ________Ordinary Share(s)

as per Register Folio No./ CDC Account No. ___________ hereby opt for video conference facility at (Please

insert name of the City).

__________________

Signature of member"