Nishat Mills : NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF

EXTRAORDINARY GENERAL MEETING

NISHAT

NISHAT MILLS LIMITED

NISHAT MILLS LIMITED

NOTICE OF EXTRAORDINARY GENERAL

MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General Meeting of the Members of Nishat Mills Limited (the "Company") will be held on March 03, 2022 (Thursday) at 12:00 p.m. at Emporium Mall, the Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore, to transact the following business:

Special Business: -

To consider and if deemed fit, to pass the following resolutions as special resolutions under Section 199 of the Companies Act, 2017, as recommended by the Board of Directors with or without modification, addition(s) or deletion(s).

Resolved that approval of the Members of Nishat Mills Limited ("the Company") be and is hereby accorded in terms of Section 199 and other applicable provisions of the Companies Act, 2017, to increase the amount of equity investment by Rs. 1,000,000,000 in Nishat Sutas Dairy Limited (NSDL), an associated company, in the already approved amount of equity investment of up to Rs.950,000,000, for subscribing, 95,000,000 ordinary shares approved by the members under Section 199 of the Companies Act, 2017 in their Annual General Meeting held on October 28, 2019 thus making a total equity investment of Rs. 1,950,000,000 (Rupees One Billion Nine Hundred and Fifty Million Only) for subscribing, at Par, fully paid up to 195,000,000 ordinary shares of PKR 10 each of NSDL as may be offered to the Company from time to time by NSDL.

Resolved Further that this resolution shall be valid for a period of Four (4) years starting from the date of approval by members and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.

Resolved Further that the Company be and is hereby authorized to dispose of through any mode, a part or all of equity investments made by the Company from time to time and to dispose of and / or decline a part or all of its entitlement of right shares as and when offered by the investee companies in which the Company has made equity investment and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary be and are hereby authorized singly to take the decision of divestment and / or declining of right shares entitlement as and when they deemed it appropriate and necessary in the best interest of the Company and its Members.

Statement under Section 134(3) of the Companies Act, 2017 concerning special business is annexed to the notice of meeting circulated to the members of the Company.

By order of the Board

Lahore	KHALID MAHMOOD CHOHAN
February 03, 2022	Company Secretary

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NOTES:

BOOK CLOSURE NOTICE:-

The Ordinary Shares Transfer Books of the Company will remain closed from 25-02-2022 to 03-03-2022 (both days inclusive) for attending and voting at Extraordinary General Meeting. Physical transfers / CDS Transactions IDs received in order in all respect up to 1:00 p.m. on 24-02-2022 at Share Registrar, THK Associates (Private) Limited, Karachi Office: 32-C, Jami Commercial Street No.2, DHA Phase VII, Karachi, Lahore Office: Siddique Trade Centre, Office No. PL-29, PL Floor, 72 Main Boulevard, Gulberg II, Lahore, will be considered in time, for attending of meeting.

A member eligible to attend and vote at this meeting may appoint another member his / her proxy to attend and vote instead of him / her. Proxies in order to be effective must reach the Company's registered office not less than 48 hours before the time for holding the meeting. Proxies of the Members through CDC shall be accompanied with attested copies of their CNIC. In case of corporate entity, the Board's Resolution / power of attorney with specimen signature shall be furnished along with proxy form to the Company. The shareholders through CDC are requested to bring original CNIC, Account Number and Participant Account Number to produce at the time of attending the meeting.

Shareholders are requested to immediately notify the change in address, if any.

Members who have deposited their shares into Central Depository Company of Pakistan Limited ("CDC") will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

1. For Attending the Meeting
2. 1. In case of Individuals, the account holder and / or sub-account holder and their registration details are uploaded as per the CDC Regulations, shall authenticate his / her identity by showing his / her original CNIC or original Passport at the time of attending the Meeting.
   2. In case of corporate entity, the Board's 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 holder and / or sub-account holder and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
   2. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.

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