International Industries : PROCEDURE FOR E-VOTING FACILITY AND VOTING THROUGH POSTAL BALLOT

PROCEDURE FOR ELECTRONIC VOTING FACILITY AND

VOTING THROUGH POSTAL BALLOT ON SPECIAL BUSINESS

This is in continuation of the Extraordinary General Meeting Notice circulated on Tuesday, May 30, 2023.

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification 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 the electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of International Industries 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 Extraordinary General Meeting to be held on Tuesday, June 20, 2023 at 11:00 a.m. in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, the ballot paper is annexed to this notice and the same is also available on the Company's website at www.iil.com.pk for download.

Karachi	M. IRFAN BHATTI
June 12, 2023	Company Secretary

Procedure for E - Voting:

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 June 14, 2023.
2. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal M/s 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 June 15, 2023, 09:00 a.m. and shall close on June 19, 2023 at 5:00 p.m. Members can cast their votes at 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.

Procedure for Voting Through Postal Ballot:

1. The members shall ensure that duly filled and signed ballot paper along with a copy of the Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's registered address, 101 Beaumont Plaza, 10 Beaumont Road, Karachi- 75530 or email at [e-mail] June 19, 2023 one day before the Extra Ordinary General Meeting. The signature on the ballot paper shall match with the signature on CNIC.

International Industries Limited

POSTAL BALLOT PAPER

For voting through post for the Special Business at the Extraordinary General Meeting to be held on Tuesday, June 20, 2023 at 11:00

AM at Beach Luxury Hotel, Off: M.T.Khan Road, Karachi.

UAN: 111-019-019Website: www.iil.com.pk

Folio / CDS Account Number

Name of Shareholder / Proxy Holder

Registered Address

Number of Shares Held

CNIC/Passport No. (in the case of foreigners) (copy to be attached)

Additional information and enclosures (in case of representative of a body corporate, corporation, and Federal Government) Name of Authorized Signatory

CNIC/Passport No. (in the case of foreigners) of Authorized Signatory (copy to be attached)

Resolution For Agenda Item No. 1 - Increase in Authorized Capital

"RESOLVED THAT the authorized share capital of the Company be and is hereby increased to Rs. 10 billion by the creation of 800,000,000 ordinary shares of Rs. 10 each, such new shares to rank pari passu in all respects with the existing ordinary shares in the capital of the Company."

"RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting for the existing Article 5 by the following new Article 5, namely:

"5. The authorized capital of the Company is Rs.10,000,000,000 (Rupees ten billion only) divided into 1,000,000,000 ordinary shares of Rs. 10 each."

Resolution For Agenda Item No. 2 - Transmission of Annual Report including Notice of General Meetings

"RESOLVED THAT as notified by the Securities and Exchange Commission of Pakistan via S.R.O No.389(I)/2023 dated March 21, 2023 transmission of Annual Audited Financial Statements to the members through QR enabled code and weblink instead of transmitting the Annual Audited Accounts through CD/DVD/USB, be and is hereby ratified and approved for future."

Resolution For Agenda Item No. 3 - Amendment in the Articles of Association

"RESOLVED as and by way of Special Resolution THAT the Articles of Association of the Company be and are hereby amended by substituting for the existing Article 131, the following new article:

Power to Capitalize

131. The Company may upon the recommendation and approval of the Directors resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the Members who would be entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited."

Instructions For Poll

1. Please indicate your vote by ticking (√) the relevant box.
2. In case if both the boxes are marked as (√), you poll shall be treated as "Rejected".

I/we hereby exercise my/our vote in respect of the above resolution through ballot by conveying my/our assent or dissent to the resolution by placing tick (√) mark in the appropriate box below;

Resolution

Resolution For Agenda Item No. 1

I/We assent to the Resolution (FOR)

I/We dissent to the

Resolution

(AGAINST)

Resolution For Agenda Item No. 2

Resolution For Agenda Item No. 3

1. Dully filled ballot paper should be sent to the Chairman at 101 Beaumont Plaza, 10 Beaumont Road, Karachi- 75530 or email at [e-mail]
2. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
3. Ballot paper should reach the Chairman within business hours by or before Monday June 19, 2023. Any postal ballot received after this date, will not be considered for voting.
4. Signature on ballot paper should match with signature on CNIC/ Passport (In case of foreigner).
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
6. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable.
7. Ballot Paper form has also been placed on the website of the Company at: www.iil.com.pkMembers may download the ballot paper from the website or use an original/photocopy published in newspapers.

Date

Shareholder / Proxy holder Signature/Authorized Signatory

(In case of corporate entity, please affix company stamp)