Octopus Digital : Notice of Extraordinary General Meeting

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The Avanceon Building,

19KM Main Multan Road,

Lahore 54660, Pakistan

01 December 2023

ODLPSXEOGM21122023

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi.

Subject:

Notice of Extraordinary General Meeting.

Dear Sir,

Please find enclosed herewith a copy of the Notice of Extraordinary General Meeting to be held on Friday, 22 December 2023 for circulation amongst the TRE Certificate Holders of the Exchange.

Yours Sincerely,

Ahsan Khalil | Company Secretary

OCTOPUS DIGITAL LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of Octopus Digital Limited "the Company" will be held on Friday, 22 December 2023 at 11:00 A.M. at Nishat Hotel, Gate No. 7, Imperial Ball Room-A, Adjacent to Emporium Mall, Abdul Haq Road, Johar Town, Lahore, to transact the following business:

A. ORDINARY BUSINESS

1. To confirm the minutes of 6th Annual General Meeting held on 26 May 2023.

B. SPECIAL BUSINESS

1. To consider and if deemed fit, to pass with or without modifications, additions or deletions, the following Special Resolution of the Company, as recommended by the Board of Directors of the Company:
   RESOLVED that, pursuant of Section 199 of the Companies Act, 2017, the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and other prevailing laws, the Company to invest in Empiric AI (Private) Limited ("EPL"), a wholly owned subsidiary of Avanceon Limited ("AVN"), by the way of acquisition from AVN its entire equity stake in EPL, comprising of 47,500,000 (forty seven millions and five hundred thousand) ordinary shares, having face value of PKR 10/- each, constituting 100% of the issued and paid up capital of EPL, in consideration of Rs. 440,023,210/- (Rupees Four Hundred and Forty Million Twenty-Three Thousand Two Hundred Ten Only).
   FURTHER RESOLVED that, this transaction to be settled by way of adjustments of short term/long term loan/receivables due on such terms and conditions as specified under the EPL Business Transfer/Sale Agreement ("Agreement") dated 30 September 2023.
   FURTHER RESOLVED that, Mr. Tanveer Karamat (CEO) and/or Mr. Faisal Nadeem Sheikh (CFO) and/or Mr. Ahsan Khalil (Company Secretary) be and are hereby authorized to do all acts, deeds and things, to execute such agreements, documents and papers and make any applications, including but not limited to any applications, notices, disclosures required to be filed with the Securities and Exchange Commission of Pakistan, Pakistan Stock Exchange Limited and any other regulatory authorities, and undertake all such steps for the purposes of purchase/acquisition as the aforesaid officer(s) of the Company.
2. To consider and if deemed fit, to pass with or without modifications, additions or deletions, the following Special Resolution of the Company, as recommended by the Board of Directors of the Company:
   RESOLVED that, pursuant of Section 199 of the Companies Act, 2017, the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and other prevailing laws, Octopus Digital FZ-LLC, Dubai, UAE, a wholly owned subsidiary of the Company to invest in Octopus Digital Inc. Pennsylvania USA (formerly Engro Innovative, Inc.), a wholly owned subsidiary of Avanceon FZE, Dubai, UAE, which in turn is the wholly owned subsidiary of Avanceon Limited, by way of purchase/acquisition of its entire shareholding, in consideration of USD 2,550,000 ($ Two Million Five Hundred and Fifty Thousand Only).

FURTHER RESOLVED that, this transaction to be settled by way of adjustments of short term/long term loan/liabilities due within the group on such terms and conditions as specified under the ODI Business Transfer/Sale Agreement ("Agreement") dated 30 September 2023.

FURTHER RESOLVED that, Mr. Tanveer Karamat (CEO) and/or Mr. Faisal Nadeem Sheikh (CFO) and/or Mr. Ahsan Khalil (Company Secretary) be and are hereby authorized to do all acts, deeds and things, to execute such agreements, documents and papers and make any applications, including but not limited to any applications, notices, disclosures required to be filed with the Securities and Exchange Commission of Pakistan, Pakistan Stock Exchange Limited and any other regulatory authorities, and undertake all such steps for the purposes of purchase/acquisition as the aforesaid officer(s) of the Company.

C. ANY OTHER BUSINESS:

4. To transact any other business with the permission of the Chair.

By Order of the Board
Ahsan Khalil | Company Secretary	Lahore | Dated: 01 December 2023

WEBLINK FOR ONLINE MEETING VIA ZOOM:

Members are encouraged to attend the EOGM through video conference facility managed by the Company, follow the below link:

https://us06web.zoom.us/webinar/register/WN_3KqJUO8KQR2OOWhk6ciycA#/registration

Guidance as how-to login on Zoom to attend the EOGM link: https://octopusdtl.com/investor-information/

NOTES:

1. The share transfer books of the Company will be closed and no transfer of shares will be accepted for registration from Friday, 15 December 2023 to Friday, 22 December 2023 (both days inclusive). Transfer received in order at our Registrar, M/S FAMCO Associates (Private) Limited, 8-F, Near Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahra-e-Faisal, Karachi by the close of business hours on Thursday, 14 December 2023 will be treated to have been in time for the purposes of attend & vote at the meeting.
2. A member entitled to attend and vote at this Meeting shall be entitled to appoint another person, as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have such rights, as respects attending, speaking, and voting at the Meeting as are available to a member. Proxies in order to be effective, must be received by the Company not less than 48 hours before the meeting. A proxy need not be a member of the company.
3. Members are required to timely notify any change in their address to Company's Shares Registrar, M/S FAMCO Associates (Private) Limited, 8-F, Near Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahra-e-Faisal, Karachi.

FOR ATTENDING THE SHAREHOLDERS' MEETING

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 up-loaded as per the Regulations, shall authenticate his/her identity by his/her Computerized National Identity Card (CNIC) or passport at the time of online registration/attending the meeting.
2. The shareholders registered on CDC are also requested to provide their particulars ID numbers and account numbers in CDS at the time of online registration/attending the meeting.
3. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be provided at the time of online registration/attending the meeting.

FOR APPOINTING PROXIES:

1. In case of individual, 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 submit the duly completed and stamped proxy form accordingly.
2. The proxy form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
3. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
4. The proxy shall provide his/her CNIC or passport at the time of online registration/attending the meeting.
5. In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted along with proxy form to the company.

STATEMENT(S) UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

This Statement is annexed to the Notice of the Extraordinary General Meeting of Octopus Digital Limited to be held on Friday, 22 December 2023 at which certain Special Business is to be transacted. The purpose of this Statement is to set forth the material facts concerning such special business;

ITEM 2 & 3 OF AGENDA

Sr. No.	NATURE	OF	INFORMATION	RELEVANT INFORMATION
	REQUIRED	TO	BE DISCLOSED
	PURSUANT TO THE COMPANIES
	(INVESTMENTS IN ASSOCIATED
	COMPANIES	OR
	UNDERTAKINGS) REGULATIONS,
	2017
3(a)	Disclosure for all types of investments
	(A) Regarding associated company or associated undertaking: -
				Agenda Item # 2
	(i) Name of associated company	Empiric AI (Private) Limited
	or associated undertaking	Agenda Item # 3
				Octopus Digital Inc. Pennsylvania USA
				Agenda Item # 2
				Associated undertaking (wholly owned subsidiary of
				Avanceon Limited)
	(ii) basis of relationship;	Agenda Item # 3
				Associated undertaking (wholly owned subsidiary of
				Avanceon FZE, which in turn is wholly owned
				subsidiary of Avanceon Limited)
				Agenda Item # 2
				2020: Negative EPS - Loss Rs. (197m)
	(iii) earnings per share for the last	2021: Negative EPS - Loss Rs. (211m)
	2022: Negative EPS - Loss Rs. (99m)
	three years (PKR);		2023: EPS Rs. 6.36/- - Profit Rs. 302m (09 months -
				September 2023)
				Agenda Item # 3

2020: Negative EPS - Loss USD (11,478/-)

2021: Negative EPS - Loss USD (14,135/-)

2022: Negative EPS - Loss USD (14,649/-)

2023: Negative EPS - USD (1,199,636/-)(09 months -

September 2023)

Agenda Item # 2

1. break-upvalue per share, Rs. (0.69)/- per share based on latest audited financial

statements 31 December 2022;		Agenda Item # 3
					USD 5,394/- per share
					Agenda Item # 2
					Main items of Statement
					of Financial Position:
							Rs. in '000'
					Non-current Assets	80,742
					Current Assets		455,445
					Total Equity		269,501
					Non-current Liabilities	-
					Current Liabilities		266,686
					Main items of Profit and
					Loss Account:
							Rs. in '000'
					Sales Net		355,743
					Profit from operations	302,212
(v)	financial	position, including	Profit before taxation	302,212
Profit for the year		302,212
main items of statement of
financial position and profit and	Agenda Item # 3
loss	account	on	the basis of	its
latest financial statements; and		Main items of Statement
	of Financial Position:
							USD
					Non-current Assets	-
					Current Assets		10,000
					Total Equity		(37,758)
					Non-current Liabilities	-
					Current Liabilities		47,758
					Main items of Profit and
					Loss Account:
							USD
					Sales Net		-
					Profit/(Loss)	from	(1,199,636)
					operations
					Profit/(Loss)	before	(1,199,636)
					taxation
					Profit/(Loss) for the year	(1,199,636)
(vi)	in case	of	investment	in	Agenda Item # 2 & 3

relation to a project of associated N.A.
company	or	associated
undertaking	that	has not
commenced operations, following
further information, namely, -

1. description of the project and its history since conceptualization;

1. starting date and expected date of completion of work;

(III)time by which such project shall become commercially operational;

(IV)expected time by which the project shall start

paying return on investment; and

1. funds invested or to be invested by the promoters,
   sponsors, associated company or associated undertaking distinguishing between cash and non- cash amounts;

(B) General disclosures: -

				Agenda Item # 2
(i)	maximum	amount	of	Rs. 440,023,210/-
investment to be made;		Agenda Item # 3
				USD 2,550,000
				Agenda Item # 2
				This investment will make Empiric AI (Private) Limited
				part of Octopus Digital Limited as earlier envisaged
				completing the corporate alignment.
(ii) purpose, benefits likely to	The optimization of costs due to synergy and
accrue to the investing company	effective utilization of Octopus Digital Limited
and its members from such	resources has already turned the company into
investment and	period	of	profits.
investment;			Agenda Item # 3
				This acquisition / transfer is in line with the objective
				of starting Octopus Digital Limited business in USA. It
				would also help the company utilize the tax benefit
				of the accumulated loss as tax benefits in future.

							Agenda Item # 2
	(iii) sources of funds to be utilized	Short Term Loan / Receivables outstanding as of 30
	for investment and where the	September 2023 shall be utilized to offset the
	investment	is	intended	to	be	transaction.
	made using borrowed funds,		(I)	N.A.
		(II)	N.A.
	(I) justification for investment	(III) N.A.
	through borrowings;		Agenda Item # 3
	(II) detail of collateral,			To be settled by way of adjustments of short
			term/long term loan/liabilities due within the group
	guarantees provided and
	on such terms and conditions as specified under the
	assets pledged for
			ODI Business Transfer/Sale Agreement dated 30
	obtaining such funds; and
	September 2023.
	(III) cost benefit analysis;		(I)	N.A.
		(II)	N.A.
							(III) N.A.
							Agenda Item # 2
							1. Short Term Loan / Receivables outstanding as
								of 30 September 2023 shall be utilized to
								offset the transaction.
							2. The whole entity Empiric AI (Pvt) Limited shall
								be transferred to Octopus Digital Limited.
							3.	100% equity / shares shall be transferred to
	(iv) salient features of the		Octopus Digital Limited.
	agreement(s),	if	any,	with	Agenda Item # 3
	associated company or associated
	undertaking	with	regards to	the	1. Long Term Loan / Receivables outstanding as
		of 30 September 2023 shall be utilized to
	proposed investment;
				offset the transaction.
							2. The entity Octopus Digital Inc. shall be
								transferred to Octopus Digital FZ-LLC
								(subsidiary of the company).
							3.	100% equity / shares shall be transferred
								Octopus Digital FZ-LLC (subsidiary of the
								company).
							Agenda Item # 2
							None of the directors, sponsors, majority
							shareholders and their relatives have any interest in
							the associated company or proposed transaction
	(v) direct or indirect interest of	except as below.
	directors,	sponsors,	majority	The current shareholdings by the directors are:
	shareholders and their relatives, if
	any, in the associated company or	Bakhtiar Hameed Wain - 01 Share @ Rs. 10/-
	associated	undertaking	or	the	Tanveer Karamat - 01 Share @ Rs. 10/-
	transaction under consideration;	Agenda Item # 3
							None of the directors, sponsors, majority
							shareholders and their relatives have any interest in
							the associated company or proposed transaction
							except as below.

	(vi) in case any investment in
	associated company or associated
	undertaking	has already	been	Agenda Item # 2 & 3
	made, the performance review of
	such	investment	including	None
	complete
	information/justification for	any
	impairment or write offs; and
	(vii) any other important details	Agenda Item # 2 & 3
	necessary for	the	members	to
	understand the transaction;		None
3(b)	In case of Equity Investment,
	following disclosures in addition
	to those provided under clause (a)
	above
								Agenda Item # 2
	(i) Maximum price at which	Rs. 440,023,120/-
	securities will be acquired.			Agenda Item # 3
								USD 2,550,000/-
	(ii) In case the purchase price is
	higher than market value in case	Agenda Item # 2 & 3
	of listed securities and fair value
	in case of unlisted securities,	N.A.
	justification thereof.
								Agenda Item # 2
	(iii)	Maximum	number	of	47,500,000 shares of Rs. 10/- each
	securities to be acquired.			Agenda Item # 3
								1,000 shares of total value USD 4,323,439/-
								Agenda Item # 2
								Before Investment: Nil
								After Investment 47,500,000 shares of Rs. 10/- each
	(iv) Number of securities and	(100%)
	percentage	thereof	held	before	Agenda Item # 3
	and	after	the	proposed
	investment						Before Investment: Nil
								After Investment 1,000 shares of total value USD
								4,323,439/- (100%)
	(v) Current and preceding twelve
	weeks' weighted average market	Agenda Item # 2 & 3
	price	where	investment	is
	proposed to be made in listed	N.A.
	securities; and
	(vi) Fair value determined in	Agenda Item # 2
	terms of sub-regulation (1) of	Rs. 440,023,120/-
	regulation 5 for investments in	Agenda Item # 3
	unlisted securities.				USD 2,550,000/-

4	Other information to be disclosed
	to the members
4(1)							Agenda Item # 2
	If the associated company or	The associated company (Empiric AI (Private)
	associated undertaking or any of	Limited) and its sponsors, majority shareholders and
	its sponsors or directors is also a	their relatives have no interest in the investing
	member		of	the	investing	company or proposed transaction, except to the
	company, the information about	extent of their shareholding in the investing
	interest	of the	associated	company.
	company		or		associated	02 directors in the associated company are also
	undertaking and its sponsors and
	directors		in	the	investing	directors in the investing company (Octopus Digital
	company shall be disclosed in the	Limited) their shareholdings are:
	notice of general meeting called	Mr. Bakhtiar Hameed Wain - 01 Share
	for seeking	members' approval
	pursuant to section 199 of the	Mr. Tanveer Karamat - 67,501 Shares
	Act.						Agenda Item # 3
							N.A.
4(3)	Latest annual audited financial
	statements	of	the	associated
	company		or		associated
	undertaking along with the latest	Agenda Item # 2 & 3
	interim financial	statements,	if
	any, shall be made available for	Latest annual audit financial statements and latest
	inspection of the members in the	interim financial statements shall be made available
	general	meeting	called	for	in the meeting.
	considering	investment decisions
	in such associated company or
	associated	undertaking pursuant
	to section 199 of the Act.

Pursuant to requirements of Section 134(3) of the Companies Act 2017, the documents referred including this Agenda(s) and resolution(s) are available at the registered office of the Company and can be inspected during office hours.