Kot Addu Power : Notice of 26th Annual General Meeting

NOTICE OF 26TH ANNUAL GENERAL MEETING

Notice is hereby given that the 26th Annual General Meeting of Kot Addu Power Company Limited ("Company") will be held at the Islamabad Marriott Hotel, Agha Khan Road, Shalimar 5, Islamabad and through video link (as requested) on Thursday, October 27, 2022 at 10.30 a.m. to transact the following business:

Ordinary Business

1. To confirm the Minutes of the 25th Annual General Meeting of the Company held on October 22, 2021.
2. To receive, consider and adopt the Annual Audited Accounts of the Company for the year ended June 30, 2022 together with Directors' and Auditor's Reports thereon.
3. To approve the final cash dividend of Rs. 4.00 per share, that is, 40% for the year ended June 30, 2022 as recommended by the Board of Directors. This is in addition to the interim dividend of Rs. 4.00 per share, that is, 40% already paid making a total cash dividend of Rs. 8.00 per share, that is, 80% during the year.
4. To appoint Auditors and fix their remuneration for the year ending June 30, 2023. The present Auditors, Messrs. A. F. Ferguson & Co., Chartered Accountants being eligible, offer themselves for reappointment.
5. To transact any other business with the permission of the Chairman.

By Order of the Board

Islamabad
September 16, 2022	Company Secretary

08 Annual Report 2022

Notes:

Closure of Share Transfer Books

1. The share transfer books of the Company will remain closed from October 21, 2022 to October 27, 2022 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, THK Associates (Private) Limited at the close of business on October 20, 2022 will be treated in time for the purposes of payment of the final cash dividend (subject to approval of the Shareholders) and to attend and vote at the Meeting.

Appointment of Proxy

1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf, provided such proxy is also a Member.
2. An instrument of proxy and the Power of Attorney or other authority (if any) under which it is signed, or a Notary Public certified copy of such Power of Attorney, in order to be valid, must be deposited with the Company's Share Registrar, THK Associates (Private) Limited not later than (48) forty-eight hours before the time of holding the Meeting.
3. Form of Proxy is herewith enclosed.

CDC Account Holders

4. CDC account holders are in addition required to follow the guidelines of Circular No.1 dated January 26, 2000 of the SECP for attending the Meeting:

1. In case of individuals: The account holder or sub account holder and / or the person whose securities are registered on CDS; and their registration details are uploaded as per the regulations, shall authenticate his/ her identity by showing his/her original CNIC or original passport at the time of attending the Meeting. Members are also required to bring their Participants' I.D. Number and Account Numbers in CDS.
2. In case of a corporate entity: Board of Directors Resolution / Power of Attorney with specimen signature of nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

Video Conference Facility and Attendance

5. To attend the Meeting virtually, a Member is required to send an email to [e-mail] with email address, name, folio number, CNIC Number and number of shares held in his/her name with subject "Registration for 26th AGM of KAPCO". A video link to join the Meeting will be shared with Members whose emails, containing all the required particulars, are received not later than 48 (forty-eight) hours before the time of the Meeting.

STAYING	09
RESILIENT

Change of Address

6. Members are requested to immediately notify change of address to the Company's Share Registrar at the following address:

THK Associates (Private) Limited KAPCO Share Registrar

Plot No. 32-C, Jami Commercial Street 2 Phase VII, DHA

Karachi, 75500

Consent for Video Conference Facility

Members can also avail video conference facility in [name of cities where facility can be provided keeping in view geographical dispersal of member]. In this regard please fill the following and submit to the Company's Corporate Office at 5-B/3, Gulberg III, Lahore 54660 at least 10 days before the date of AGM.

If the Company receives consent from Members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting though video conference at least 10 days prior to date of the AGM, the Company will arrange video conference facility in that city, subject to availability of such facility in that city.

The Company will intimate Members regarding venue of video conference facility at least 5 days before the date of the AGM along with complete information necessary to enable them to access such facility.

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I/We, __________________________________________ of

_______________________ __________________, being a

member of Kot Addu Power Company Limited, holder of

__________________ ordinary share(s) as per Register Folio

No. ___________________ hereby opt for video conference

facility at __________________________.

Signature of Member

IMPORTANT NOTES TO THE SHAREHOLDERS

CNIC Copy

1. Shareholders are requested to submit a copy of their valid CNIC (only physical shareholders), if not already provided to the Share Registrar of the Company. Corporate account holders should submit National Tax Number, if not yet submitted. In case of non-submission of CNIC/NTN Certificate (copy), all future dividends will be withheld till provision of these documents.

E-Dividend (Mandatory)

2. In accordance with the provisions of Section 242 of the Companies Act, 2017 and E Dividend Regulations of the SECP through S.R.O. 1145(I)/2017 dated November 6, 2017, it is mandatory for the Company to pay cash dividend to the Members only through electronic mode directly into the bank account designated by the Member.

In order to receive dividends directly into bank accounts, Members are requested to fill in Dividend Mandate Request Form available at Company's website www. kapco.com.pk and to send the same duly signed along with copy of CNIC to the Company's Share Registrar, in case of physical shares. In case the shares are held on the CDS, the Form required to be submitted directly to the Member's broker/participant/CDC Account Services.

In case of non-compliance, the Company will be constrained to withhold payment of dividend to such Member.

Unclaimed Dividend

3. The Company has previously discharged its responsibility under Section 244 of the Companies Act, 2017 whereby the Company approached the shareholders to claim their unclaimed dividend in accordance with the law.

Shareholders, whose dividends are still unclaimed, are hereby once again advised to approach the Company to claim their outstanding dividend amounts. An updated list of unclaimed dividends is available on the Company's website www.kapco.com.pk.

10 Annual Report 2022

Centralized Cash Dividend Register (CCDR)

4. Central Depository Company (CDC) has developed Centralized Cash Dividend Register (CCDR), an eServices web portal which would incorporate details pertaining to cash dividends paid, unpaid or withheld by listed companies. The CCDR will help to maintain history of dividends paid to shareholders by listed companies and access of all such information will be provided to the respective shareholders. The web portal will facilitate shareholders of listed companies in retrieving details of cash dividends from the centralized register and using the same for their record purposes.

You may access CCDR via https://eservices.cdcaccess. com.pk. In addition, the Dividend/Zakat & Tax Deduction Report can also be obtained directly from your Participant (stock broker) which has been provided to them on their CDS terminals.

Conversion of Physical Shares into CDS

5. In compliance with the requirements of Section 72 of the Companies Act 2017, every existing listed company shall be required to replace his/her physical shares with book-entry form in a manner as may be specified and from the date notified by the SECP, within a period not exceeding four years from the commencement of the Companies Act, that is, May 30, 2017.

Members having physical share certificates are requested to convert their shares from physical form into book entry form as early as possible. It would facilitate the Members in many ways including safe custody of shares, no loss of shares, avoidance of formalities required for issuance of duplicate shares and readily available for sale and purchase in open market at better rates.

Deduction of Income Tax from Dividend under Section 150

6. The Government of Pakistan through Finance Act, 2019 made certain amendments to Section 150 of the Income Tax Ordinance, 2001 whereby different rates have been prescribed for deduction of withholding tax on the amount of dividend paid by the companies in the following manner:

For Active tax payers	15%
For non-active taxpayers	30%

Active tax payers should ensure that their names duly appear on the Active Tax Payers List (ATPL) of the Federal Board of Revenue (FBR). You may visit the FBR website for assistance. Should the name of a shareholder be

absent on the ATPL, the Company will be constrained to deduct tax at 30% notwithstanding that such shareholder may be an income tax filer.

In case of joint accounts, FBR has clarified that withholding tax will be determined separately on 'Active/Non-Active' status of principal shareholders as well as joint- holder(s) based on their shareholding proportions. Shareholders holding shares jointly are advised to provide shareholding proportions of principal shareholder and joint-holder(s) in respect of shares held by them, if not already provided, at the earliest to the Share Registrar on the following format, otherwise it will be assumed that share are held in equal proportion:

Company	Folio/CDS	Total	Principal Shareholder	Joint Shareholders
Name	Accounts	Shares
	Number
			Name &	Shareholding	Name &	Shareholding
			CNIC	proportions	CNIC	proportions
				(No of		(No of
				Shares)		Shares)

In another clarification by FBR, valid tax exemption certificate for claim of exemption under section 150, 151 and 233 of the Income Tax Ordinance, 2001 is required where statutory exemption under clause 47B of Part-IV of the Second Schedule is available. Such certificate U/S 159(1) of the Income Tax Ordinance, 2001 issued by concerned Commissioner of Inland Revenue is to be produced to avail tax exemption.

Corporate shareholders having CDC accounts are required to provide their National Tax Number (NTN) to their participants. Corporate physical shareholders should send a copy of their NTN certificate to the Share Registrar. The shareholders while sending NTN or NTN certificates, as the case may be, must quote company name and their respective Folio Numbers.

Circulation of Annual Audited Financial Statements via CD/USB/DVD

7. Annual Financial Statements of the Company for the financial year ended June 30, 2022 have been placed on the Company's website www.kapco.com.pk.

Securities and Exchange Commission of Pakistan (SECP) vide its SRO No.470(1)/2016 dated May 31, 2016 has allowed companies to circulate their Annual Audited Financial Statements along with notice of general meeting to its shareholders through CD/DVD/ USB at their registered addresses.

Notwithstanding the above, the Company will provide hard copies of the Annual Report, 2022, to any Member on their request at their registered address within one (1) week of receiving such request.

STAYING	11
RESILIENT