Dawood Lawrencepur : Notice of Extraordinary General Meeting

DAWOOD LAWRENCEPUR LIMITED

Dawood Centre, M.T. Khan Road, Karachi-75530

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting (EGM) of the shareholders of Dawood Lawrencepur Limited (the "Company") will be held on Thursday, July 13, 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 businesses:

SPECIAL BUSINESSES:

1. To consider and if deemed fit, to pass the following resolution as special resolution, with or without any modifications, to renew the unsecured subordinated loan facility of up to PKR 1.0 billion provided to Tenaga Generasi Limited (TGL), a subsidiary company of Dawood Lawrencepur Limited.
   "RESOLVED that the approval of the Members of Dawood Lawrencepur Limited (the Company) be and is hereby granted in terms of Section 199 of the Companies Act, 2017 and all other applicable laws, to renew the unsecured subordinated loan facility of up to PKR 1.0 billion provided to its subsidiary, Tenaga Generasi Limited (TGL), for a further one year period as per the terms and conditions disclosed to the shareholders in the statement of material facts.
   FURTHER RESOLVED that for the purpose of giving effect to this special resolution, any two of the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary of the Company be and are hereby authorized jointly to take all necessary actions and do all acts, deeds and things including execution of documents and agreements for the purposes of implementing the aforesaid resolution."
2. To consider and if deemed fit, to approve circulation / dissemination of Annual Audited Financial Statements of the Company to its members through QR enabled code and weblink as part of the notice of Annual General Meeting instead of transmitting the same in the form of CD/DVD/USB in accordance with and pursuant to S.R.O. 389 (I)/2023 issued by the Securities and Exchange Commission of Pakistan dated March 21, 2023 by passing the following Ordinary Resolution(s) with or without modification(s):
   "RESOLVED that circulation/ dissemination of Annual Audited Financial Statements to the shareholders through QR enabled code and weblink as notified by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389 (I)/2023 dated March 21, 2023, or any other transmission medium allowed by the regulators, be and is hereby approved.
   FURTHER RESOLVED that Chief Executive Officer and/or Company Secretary be and are hereby singly authorized to take and do all necessary actions, deeds and things which are or may be necessary, incidental and/or consequential to give effect to the aforesaid resolution."
   Statements of Material Facts pursuant to Section 134(3) of the Companies Act, 2017 are annexed to the notice of meeting sent to the members.

	By Order of the Board
Karachi	Imran Chagani
Dated: June 14, 2023	Company Secretary

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Notes:

1. Video Conference Facility for 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 DLL 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 July 7, 2023 to July 13, 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 July 6, 2023, will be considered in time to attend and vote at the EGM.
3. 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 a member, may appoint its representative to attend the meeting 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 entity, 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 (forty-eight) hours before the time of the meeting.
   CDC account holders will further have to follow the undermentioned guidelines as laid down by the SECP.
4. 1. For Attending the EGM
   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 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

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email address at least 48 (forty eight) hours before the EGM (unless it has been provided earlier).

1. For Appointing Proxies
2. 1. In the 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 EGM.
   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.

PROCEDURE FOR ELECTRONIC VOTING FACILITY AND

VOTING THROUGH POSTAL BALLOT ON SPECIAL BUSINESS

1. Polling on Special Business:
   The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification S.R.O 2192/ (I)/2022 dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.
   Accordingly, members of Dawood Lawrencepur Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming EGM to be held on Thursday, July 13, 2023 at 3:00 PM, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.
2. Procedure for E-Voting:
3. 1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on July 6, 2023.
   2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
   3. Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.
   4. E-Votinglines will start from July 8, 2023, 09:00 AM and shall close on July 12, 2023, at 5:00 PM. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change it subsequently.

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6. Procedure for Voting Through Postal Ballot

The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's registered address, 3rd Floor, Dawood Centre M. T. Khan Road Karachi, or email at [e-mail] day before the Extraordinary General Meeting on July 12, 2023, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

For the convenience of the members, ballot paper is annexed to this notice and the same is also available on the Company's website at www.dawoodlawrencepur.comfor download.

INFORMATION ABOUT SCRUTINIZER

With reference to the Regulations 4(4) and 11 of the Companies (Postal Ballot) Regulations, 2018, below is the information regarding the Scrutinizer for the purpose of upcoming Extraordinary General Meeting (EGM) of Dawood Lawrencepur Limited (the Company) to be held on July 13, 2023.

Name of Scrutinizer	Messrs. UHY Hassan Naeem & Co, Chartered Accountants
Qualification and Experience	The firm has grown over the last decade as a leading multi-
	disciplinary organization offering auditing taxation, business
	advisory, information technology, human resources and corporate
	services to public and private sector organizations in the country.
	UHY Hassan Naeem & Co. is a member of UHY International, one of
	the world's leading accounting and business advisory network, with
	offices in over 330 business centers in 90 countries across the globe.
	The firm holds a satisfactory Quality Control Review (QCR) status
	from the Institute of Chartered Accountants of Pakistan (ICAP)
	which demonstrates the quality standards maintained by the firm.
	It is registered on the Panel of State Bank of Pakistan (SBP) and is on
	the panel of USAID.
Purpose of appointment	The Company is required to appoint a scrutinizer for the purpose of
	voting in the EGM to transact business that pertains to investment
	in associated companies as mentioned in Section 199 of the
	Companies Act, 2017.
	Therefore, scrutinizer has been appointed to observe that
	satisfactory procedures of the voting process including adequate
	precautionary measures are ensured and reported as mentioned
	under regulation 11A.

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