Ferozsons Laboratories : Notice of Extraordinary General Meeting prior to publication

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting ('EOGM') of the members of Ferozsons Laboratories Limited ("the Company") will be held on Monday, June 26, 2023 at 12:30 P.M., at Blue Lagoon, Masood Akhter Kiani Road, Rawalpindi to transact the following business:

Ordinary Business:

1. To confirm minutes of the 66th Annual General Meeting held on September 30, 2022.
2. To elect seven (7) Directors of the Company as fixed by the Board of Directors in accordance with the provisions of Section 159 of the Companies Act, 2017, for a term of three (3) years commencing from July 07, 2023. The following retiring Directors are eligible to offer themselves for re-election:

1.	Mrs. Akhter Khalid Waheed	2.	Mr. Osman Khalid Waheed
3.	Mrs. Amna Piracha Khan	4.	Mrs. Munize Azhar Peracha
5.	Mr. Shahid Anwar	6.	Mr. Arshad Saeed Husain

7. Mr. Suleman Ghani

3. To transact any other ordinary business with the permission of the chair.

Special Business:

1. To consider and approve circulation of annual audited financial statements to members of the Company through QR enabled code and weblink as allowed by Securities and Exchange Commission of Pakistan vide S.R.O. 389(I)/2023 dated March 21, 2023. In this respect, following resolutions are proposed to be passed, with or without modification, as Special Resolutions:
   Resolved that the Company is hereby authorized to circulate its Annual Reports including Annual Audited Financial Statements, to the members for future years commencing from financial year 2023, through QR enabled code and weblink as allowed by Securities and Exchange Commission of Pakistan vide S.R.O. 389(I)/2023 dated March 21, 2023.
   Further resolved that the Company shall be considered compliant with the relevant requirements of Companies Act 2017 by circulating Annual Reports including Annual Audited Financial Statements through QR code and weblink.
   Further resolved that the Chief Executive Officer together with Chief Financial Officer or with Company Secretary of the Company be and are hereby empowered and authorized to do all the acts, matters, deeds, and take all necessary actions as may be necessary for the purpose of implementing the aforesaid resolutions.
2. To consider and approve increase in Authorized Share Capital of the Company from Rs. 500,000,000 (Rupees Five Hundred Million Only) divided into 50,000,000 ordinary shares of Rs. 10 each to Rs. 5,000,000,000 (Rupees Five Billion Only) divided in to 500,000,000 ordinary shares of Rs. 10 each together with consequent alteration in the Memorandum and Articles of Association of the Company. In this respect, following resolutions are proposed to be passed, with or without modification, as Special Resolutions:
   Resolved that the Authorized Share Capital of the Company be and is hereby increased from Rs. 500,000,000 (Rupees Five Hundred Million Only) divided into 50,000,000 ordinary shares of Rs. 10 each to Rs. 5,000,000,000 (Rupees Five Billion Only) divided in to 500,000,000 ordinary shares of Rs. 10 each by creation of 450,000,000 additional ordinary shares of Rs. 10 each.

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Further resolved that the additional shares created shall rank pari passu in every respect with the existing ordinary shares of the Company.

Further resolved that existing clause V of the Memorandum of Association and Article 4 of the Articles of Association of the Company be and hereby substituted. Accordingly, these shall read as follows:

Clause V of the Memorandum of Association

The Authorized Capital of the Company is Rupees 5,000,000,000/- (Rupees Five Billion) divided into 500,000,000 (Five Hundred Million) ordinary shares of Rs.10/- (Rs. ten) each.

Article 4 of the Article of Association

The Authorized Capital of the Company is Rupees 5,000,000,000/- (Rupees Five Billion) divided into 500,000,000 (Five Hundred Million) ordinary shares of Rs.10/- (Rs. ten) each.

Further resolved that the Chief Executive Officer and Company Secretary of the Company be and are hereby singly empowered and authorized to do all the acts, matters, deeds, and take all necessary actions including filing of requisite documents and returns with the Registrar of Companies - Securities and Exchange Commission of Pakistan and comply with all other legal requirements as may be necessary for the purpose of implementing the aforesaid resolutions.

6. To consider and approve change in Article 128 of the Company's Articles of Association relating to capitalization of reserves. In this respect, following resolutions are proposed to be passed, with or without modification, as Special Resolutions:

Resolved that the members of the Company hereby approve that Board of Directors of the Company may resolve to capitalize any part of the amount being standing to credit of any of the Company's reserves available for distribution.

Further resolved that such amounts may be set free for distribution amongst the eligible members, who would have been entitled to receive if distributed by way of dividend, in the same proportions on condition that the same is not paid in cash but applied in or towards paying up in full unissued shares as bonus shares of the Company.

Further resolved that whenever such resolutions are passed by Board of Directors of the Company, Board of Directors is authorized to make such appropriations and applications of the undistributed profits resolved to be capitalized, including allotments and issue of fully paid shares, and generally shall do all acts and things required to give effects thereto.

Further resolve that in consequence of above-mentioned authorizations to Board of Directors, the Article 128 of the Articles of Association of the Company shall read as follows:

Article 128:

Any Board of Directors meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Fund or the Depreciation Fund or in the hands of the Company and available for dividend (or representing premia received on the issue of shares and standing to the credit of the share premium account) be capitalized and distributed amongst such of the share-holders as will be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such share-holders in paying in full either at par or at such premium as the resolution may provide, any unissued shares, debentures, or debenture-stock of the Company which shall be distributed accordingly or towards payment of the uncalled liability on any issued shares or debentures or debenture-stock, and that such distribution or payment shall be accepted by such share-holders in full satisfaction of their interest in the said capitalized sum.

Further resolved that the Chief Executive Officer and Company Secretary of the Company be and are hereby singly empowered and authorized to do all the acts, matters, deeds, and take all necessary actions including filing of requisite documents and returns with the Registrar of

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Companies - Securities and Exchange Commission of Pakistan and comply with all other legal requirements as may be necessary for the purpose of implementing the aforesaid resolutions.

7. To consider and approve renewal of already extended short-term financing facility / security up to Rs. 500 million in favour of M/S BF Biosciences Limited (subsidiary Company) on need basis. In this respect, following resolutions are proposed to be passed, with or without modification, as Special Resolutions:

Resolved that the Company be and hereby authorized in terms of Section 199 and all other applicable provisions of Companies Act, 2017 to provide short term financing facility / security in favor of M/S BF Biosciences Limited ("BFBL"), a subsidiary company up to PKR 500,000,000 (Rupees Five Hundred Million Only), provided that the markup rate to be charged by the Company to BFBL on any outstanding amount of short term financing facility shall not be the less than the average rate charged by the bank(s) of the Company and as per terms and conditions disclosed to the members of the Company.

Further resolved that the Chief Executive Officer together with Chief Financial Officer or with Company Secretary of the Company be and are hereby empowered and authorized to do all the acts, matters, deeds, and take all necessary actions including signing and execution of agreements, completing legal formalities as may be necessary for the purpose of implementing the aforesaid resolutions.

Statements of material facts as required under Companies Act, 2017 and relevant disclosures as required under Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 are hereby annexed with the Extraordinary General Meeting notice.

	By order of the Board
Rawalpindi	Syed Ghausuddin Saif
June 05, 2023	Company Secretary
NOTES:

1. Book closure:
   The Share Transfer Books of the Company will be closed from June 20, 2023 to June 26, 2023
   (both days inclusive). Transfers received at the office of the Company's Share Registrar at M/s
   CorpTec Associates (Pvt.) Limited, 503-E, Johar Town, Lahore, at the close of business on June 19, 2023 will be treated in time for the purpose of attendance of EOGM and as applicable.
2. Participation in the EOGM:
   Members whose names are appearing in the Register of Members as of close of business on June 19, 2023, are entitled to attend and vote at the EOGM. A Member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote for him/her. In case of individuals, a proxy must be a Member of the Company.
   Copy of the Form of Proxy may be downloaded from the Company's website: http://www.ferozsons-labs.com.
   Form of Proxy and the Power of Attorney or any other authority (if any) under which it is signed, or a notarial certified copy/CTC of such power or authority, must be valid and submitted through email on [e-mail] less than 48 hours before the time of holding EOGM.
   Members are requested to submit a copy of their Computerized National Identity Card/Smart National Identity Card (CNIC/SNIC), if not already provided and immediately notify changes in the registered address to our Shares Registrar, CorpTec Associates (Pvt.) Ltd.

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1. Guidelines for Central Depository Company of Pakistan Limited ('CDC') Account
   Holders:
2. 1. For Attending the EOGM:
   2. 1. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his/her identity by sharing a copy of his/her CNIC/SNIC or passport through email (as mentioned in the notes) at least 48 hours before the time of holding EOGM.
      2. In case of corporate entity, the Board of Directors' resolution / Power of Attorney with specimen signature of the nominee shall be shared through email at [e-mail](unless it has been provided earlier) at least 48 hours before the time of holding EOGM.
   3. For Appointing Proxies:
   4. 1. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall share the Form of Proxy as per the above requirement.
      2. The Form of Proxy shall be witnessed by two persons whose names, addresses and CNIC/SNIC numbers shall be mentioned on the form.
      3. Copies of CNIC/SNIC or the passport of the beneficial owners and the proxy shall be furnished with the Form of Proxy through email (as mentioned in the notes).
      4. The proxy shall share a copy of his/her CNIC/SNIC or passport through email (as mentioned in the notes).
      5. In case of a corporate entity, the Board of Directors' resolution / Power of Attorney with specimen signature shall be submitted (unless it has been provided earlier) along with Form of Proxy to the Company through email (as mentioned in the notes).
3. Video Conferencing Facility
   In accordance with provisions of the Companies Act, 2017, members can also avail video conference facility.
   If the Company receives consent from members holding in aggregate 10% or more shareholding, residing at a geographical location other than the city of the meeting, to participate in the meeting through video conference at least 14 days prior to the date of the Extraordinary General Meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. In this regard, a formal request must be submitted at registered addresses of the Company OR through e-mail at [e-mail].
4. Procedure for Election of Directors:
   Any individual intending to contest an election for the position of director, whether they are a retiring director or not, must submit the following documents and information to the Company's registered office no later than fourteen days before the scheduled Extraordinary General Meeting (EOGM):
5. 1. 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.
   2. Consent to act as director on Form 28 under Section 167 of the Companies Act, 2017 along with copy of attested copy off CNIC, NTN or Passport.
   3. Detailed profile for placement onto the Company's website as required under SECP's SRO
      1196(1)2019 dated October 03, 2019.

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1. A declaration that:
2. 1. He/she is not ineligible to become a director of a listed Company under Section 153 of the Companies Act, 2017, any applicable laws and regulations (including listing regulations as mentioned in Rule Book of Pakistan Stock Exchange);
   2. He/she is not serving as a director of more than seven listed companies including the Company; and
   3. He/she is aware of his/her duties, liabilities and powers under the relevant laws, Memorandum & Articles of Association of Company and listing regulations of stock exchange.
3. Independent Directors shall be elected through a process of Election of Directors required under Section 159 of the Companies Act, 2017. Independent Directors shall meet the criteria laid down in Section 166 of the Companies Act, 2017 as well as the Companies (Manner and Selection of Independent Directors) Regulations, 2018. Accordingly, the following additional documents required are to be submitted by the candidates intending to contest Election of Directors as an Independent Director:
4. 1. Declaration by Independent Director under Clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019; and
   2. Undertaking on the appropriate denomination of non-judicial stamp paper that he/she meets the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Directors) Regulations, 2018.
5. A candidate must be a member of the Company except a person representing a member, which is not a natural person.

6. Postal Ballot / E-voting

In accordance with the Companies (Postal Ballot) Regulations, 2018, for the purpose of Election of Directors and for any other agenda item subject to the requirements of Section 143 and 144 of the Companies Act, 2017, members holding in aggregate 10% or more shareholding as per law, will be allowed to exercise their right of vote through postal ballot i.e., by post or e-voting, in the manner and subject to conditions contained in aforesaid Regulations.

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