Dawood Hercules : Notice of Extraordinary General Meeting

NOTICE OF EXTRAORDINARY

GENERAL MEETING

DAWOOD HERCULES CORPORATION LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of the Members of the Company will be held on Monday, May 22, 2023 at 11:00 AM at the Dawood Foundation Business Hub, Ground Floor, Dawood Centre, M.T. Khan Road, Karachi and via video link facility to transact the following business:

To elect seven (7) directors of the Company as fixed by the Board of Directors, in accordance with Section 159(1) of the Companies Act, 2017 for a term of three (3) year commencing from May 22, 2023. Names of the retiring directors who are eligible for re-election are given below:

1. Mr. Hussain Dawood
2. Mr. Abdul Samad Dawood
3. Mr. Shahzada Dawood
4. Ms. Sabrina Dawood
5. Mr. Parvez Ghias
6. Mr. Hasan Reza Ur Rahim
7. Mr. Shabbir Hussain Hashmi
8. Mr. Kamran Nishat
9. Mr. Zamin Zaidi

Attached to this Notice being sent to the Members is the Statement of Material Facts under the Companies Act, 2017.

		By Order of the Board
		Imran Chagani
Place:	Karachi	Company Secretary
Dated:	April 21, 2023

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NOTES:

1. Video Conference Facility for Extraordinary General Meeting (EGM) of shareholders:
   As per the directive issued by Securities and Exchange Commission of Pakistan ("SECP"), the Company has made arrangements of video conference facility to ensure that shareholders can also participate in the EGM proceeding via video link.
   The members and their proxies who intends to attend the EGM through video-link must register their particulars by sending an email at [e-mail]. The members registering to connect through video-link facility are required to mention their name, folio number and number of shares held in their name in the email with subject 'Registration for DH Corp EGM' along with valid copy of their CNIC/Passport. Video link and login credentials will be shared with the members whose emails, containing all the required particulars, are received at the given email address at least 24 (twenty four) hours before the time of the EGM.
2. Closure of Share Transfer Books:
   The Share Transfer Books of the Company will remain closed from May 16, 2023 to May 22, 2023 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, FAMCO Associates (Private) Limited, 8-F, Near Hotel Faran, Block-6, P.E.C.H.S, Shahrah-e-Faisal, Karachi, (PABX No 021-34380101-5) and email [e-mail], by close of business on May 15, 2023, will be considered in time to attend and vote at the EGM.
3. Election of Directors
   The term of office of the present Directors of the Company will expire on May 22, 2023. In terms of Section 159(1) of the Companies Act, 2017, the Directors have fixed the number of elected directors at seven (7) to be elected for the next term of three year.
   Any person who seeks to contest the election of directors shall, whether he is a retiring director or otherwise, file with the Company the following documents and information at its registered office not later than fourteen days before the day of the EGM:
4. 1. His/her Folio No./CDC Investors Account No./CDC Participant No./Sub-Account No.
   2. Notice of his/her intention to offer himself/herself for the election of directors in terms of Section 159(3) of the Companies Act, 2017.
   3. Consent to act as director on Form 28 under section 167 of the Companies Act, 2017.
   4. A detailed profile along with his/her office address for placement onto the Company's website https://www.dawoodhercules.com.
   5. The independent directors shall be elected as per requirements of Section 166 of the Companies Act, 2017. Any member intending to contest as independent director shall submit a declaration that he/she qualifies the criteria of eligibility and independence notified under the Companies Act, 2017 and rules and regulations issued thereunder.
   6. An attested copy of Computerized National Identity Card (CNIC).
   7. A declaration that:

• He/she is not serving as a director of more than seven listed companies.
• He/she is not ineligible to become a Director of a listed company under Section 153 of the Companies Act, 2017 and any other applicable laws and regulations.
• He/she is aware of his/her duties and powers under the relevant laws, Memorandum & Articles of Association of Company and Pakistan Stock Exchange Limited Regulations.

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1. Participation in the EGM:
   All members, entitled to attend and vote at the EGM, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. A proxy need not be a member of the Company. A corporate entity, being member, may appoint its representative to attend the EGM through resolution of its Board of Directors. Proxy Forms in English and Urdu languages are attached with the notice circulated to the shareholders.
   In case of appointment of proxy by a corporate entities, a resolution of the board of directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to the Company along with a completed proxy form.
   The proxy holders are required to produce their original valid CNICs or original passports at the time of the EGM.
   In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 (forty-eight) hours before the time of the EGM.
   CDC account holders will further have to follow the under mentioned guidelines as laid down by the SECP.
   A. For Attending the EGM
2. 1. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the above-mentioned email address at least 48 (forty-eight) hours before the EGM.
      2. In case of corporate entity, the board of directors' resolution/power of attorney with specimen signature of the nominee shall be shared on the above-mentioned email address at least 48 (forty eight) hours before the EGM (unless it has been provided earlier).
   2. For Appointing Proxies
   3. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall submit the proxy form as per above requirements.
      2. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
      3. The proxy shall produce original valid CNIC or original passport at the above mentioned email address at least 48 (forty eight) hours before the meeting.
      4. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature shall be submitted on the email address mentioned above at least 48 (forty eight) hours before the EGM (unless it has been provided earlier) along with proxy form to the Company.
      5. Proxy form will be witnessed by 2 (two) persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.
3. Postal Ballot and E-voting:
   Pursuant to Companies (Postal Ballot) Regulations 2018 where the number of contestants is more than the number of directors to be elected, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through E-voting, in accordance with the requirements and procedure contained in the aforesaid Regulations.
4. The Company has placed the Notice of EGM along with Proxy Form on its website https://www.dawoodhercules.com.

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