Dawood Lawrencepur : Notice of Extraordinary General Meeting

BOOK POST

Notice of Extraordinary

General Meeting

DAWOOD LAWRENCEPUR LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of the Members of Dawood Lawrencepur Limited (the Company) will be held on Friday, January 20, 2023 at 3:00 PM 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:

ORDINARY BUSINESS:

1. 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 January 21,

2023. Names of the retiring directors who are eligible for re-election are given below:

1. Mr. Muhammad Jawaid Iqbal
2. Mr. Abdul Samad Dawood
3. Ms. Sabrina Dawood
4. Mr. Shafiq Ahmed
5. Mr. Zamin Zaidi
6. Mr. Ruhail Muhammad
7. Mr. Mohammad Shamoon Chaudry

Attached to this notice being sent to the members is Statement under 166(3) of the Companies Act, 2017.

	By Order of the Board
	Imran Chagani
Karachi	Company Secretary
Dated: December 21, 2022

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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 general meeting can be attended using smart phones/tablets/computers while ensuring compliance with the quorum requirements.
   Furthermore, the members who are willing to attend and participate in the EGM can do so through video-link. To attend the EGM through video-link, members are required to 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 DLL EGM'. 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.
   Members are therefore, encouraged to attend the EGM through video link or by consolidating their attendance through proxies.
2. Closure of Share Transfer Books:
   The Share Transfer Books of the Company will remain closed from January 14, 2023 to January 20, 2023 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, Messrs. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400, by close of business on January 13, 2023, will be treated in time to determine entitlement of the transferees 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 January 20, 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 in the EGM 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 above said meeting:
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.dawoodlawrencepur.com.
   5. The selection of independent directors shall be 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
   8. • He/she is not ineligible to become a director of the Company under any applicable laws and regulations (including Pakistan Stock Exchange Limited Regulations).
      • He/she is not serving as a director of more than seven listed companies.
      • Neither he/she nor his/her spouse is engaged in the business of brokerage or is a sponsor director or officer of a corporate brokerage house.
      • He/she is aware of his/her duties and powers under the relevant laws, Memorandum &

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Articles of Association of Company and Pakistan Stock Exchange Limited Regulations.

1. Participation in the EGM:
   All members, entitled to attend and vote at the meeting, 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 any person, regardless whether they are a member or not, as its proxy. In case of 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 meeting.
   In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 hours before the time of the meeting.
   CDC account holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.
2. 1. For Attending the Meeting
   2. 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 time of attending the meeting.
      2. In case of corporate entity, the board of directors' resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
   3. For Appointing Proxies
   4. 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 time of the meeting.
      4. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
      5. Proxy form will be witnessed by two persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.
3. Change of Address:
   Shareholders are requested to promptly notify any change in their address quoting their Folio No(s). to the Share Registrar of the Company.
4. Computerized National Identity Card (CNIC) / National Tax Number (NTN):
   All those individual members holding physical shares who have not yet recorded their CNIC No., are once again reminded to immediately submit the copy of their CNIC to DLL's Share Registrar, Messrs. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400. Members while sending CNIC must quote their respective folio numbers. The corporate members having CDC accounts are required to have their NTN updated with their respective participants, whereas corporate entities having physical shares should send a copy of their NTN certificates to DLL's Share Registrar. The corporate members while sending NTN or NTN certificates, as the case may be, must quote the company name and their respective folio numbers.
5. 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 any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

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