Pakistan Oxygen : Advance Copy of Notice of Extraordinary General Meeting

PAKISTAN OXYGEN LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING (EOGM)

TO BE HELD ON 23rd JANUARY 2023

NOTICE OF EXTRAORDINARY GENERAL MEETING

No�ce is hereby given that the Extraordinary General Meeting ("EOGM") of PAKISTAN OXYGEN LIMITED (the "Company") will be held on Monday, the 23rd day of January 2023 at 2:00 p.m. virtually via Video Link Facility and in person at the Company's Registered Office, West Wharf, Dockyard Road, Karachi to transact the following business:

ORDINARY BUSINESS:

1. To elect Ten (10) Directors of the Company as fixed by the Board of Directors in their mee�ng held on November 28, 2022, in accordance with Sec�on 159 of the Companies Act, 2017 for a period of 3 years commencing from January 30, 2023. The re�ring Directors are Mr. Waqar Ahmed Malik, Mr. Siraj Ahmed Dadabhoy, Syed Hassan Ali Bukhari, Mr. Shahid Mehmood Umerani, Sheikh Muhammad Abdullah, Mr. Mohammad Iqbal Puri, Mr. Feroz Rizvi, Mr. Muhammad Zindah Moin Mohajir, Ms. Tushna D Kandawalla and Mr. Mohammad Younus Dagha.

SPECIAL BUSINESS:

2. To consider and, if deemed appropriate, pass with or without modifica�on, the following resolu�ons as Special Resolu�on:

RESOLVED as and by way of Special Resolution THAT the Authorized Share Capital of the Company be and is hereby increased from Rs. 700,000,000 (Rupees Seven Hundred Million) divided into 70,000,000 ordinary shares of Rs. 10/- each to Rs. 1,500,000,000 (Rupees One Billion and Five Hundred Million) divided into 150,000,000 ordinary shares of Rs 10/- each and THAT the existing Clause 5 of Memorandum of Association of the Company be and is hereby amended to read as follows:

Clause 5 of the Memorandum of Association

The share capital of the Company is Rs. 1,500,000,000 (Rupees One Billion and Five Hundred Million) divided into 150,000,000 ordinary shares of Rs. 10 each. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any special rights, privileges, conditions or restrictions.

FURTHER RESOLVED THAT the Company Secretary of the Company be and is hereby authorized to take necessary steps and execute documents as may be expedient for the purpose of giving effect to the spirit and intent of the above resolutions.

A statement of material facts as required under Sec�ons 166(3) and 134(3) of the Companies Act, 2017 is annexed to this No�ce of Mee�ng and is being sent to the Members.

	By Order of the Board
Karachi: November 28, 2022	MAZHAR IQBAL
	Company Secretary

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NOTES:

1. Closure of Share Transfer Books:
2. 
   Share Transfer Books of the Company will remain closed from January 17, 2023 to January 23, 2023 (both days inclusive). Transfers received at the Company's Share Registrar, CDC Share Registrar Services Limited, CDC House, 99-B,Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi -74400 at the close of business on January 16, 2023 will be treated in �me for the purpose of the Extraordinary General Mee�ng.
   Only those shareholders whose names appear in the Register of Members of the Company at the close of business on January 16, 2023 are en�tled to a�end and vote at the EOGM.
3. A�endance in the EOGM and Appointment of Proxy:
4. 1. A member en�tled to a�end, speak and vote at the EOGM may appoint another person as proxy to a�end and vote on his/her behalf. The proxy must be a member of the Company except that a Corporation, being a member of the Company, may appoint as its proxy one of the officers or some other person though not a member of the Company.
   1. An instrument of proxy in order to be effec�ve must be deposited at the Company's Registered Office, West Wharf, Dockyard Road, Karachi-74000 or through email at [e-mail] less than 48 hours before the �me of the mee�ng. Further copies of the instrument of proxy may be downloaded from the Company's website: (h�ps://www.pakoxygen.com).
5. Guidelines for CDC Account Holders:
6. 
   Account Holders of Central Depository Company of Pakistan Limited ("CDC") will have to follow the under-men�oned guidelines as laid down in Circular 1, dated January 26, 2000 issued by the Securi�es and Exchange Commission of Pakistan:

   1. For Attending the Meeting:
   2. 1. In case of individuals, the account holder or sub-account holder, whose securi�es and their registra�on details are uploaded as per the Regula�ons, shall authenticate his/her iden�ty by showing his/her original Computerized Na�onal Iden�ty Card (CNIC) or original passport as applicable at the �me of a�ending the mee�ng.

   1. In case of corporate en�ty, the Board of Directors' resolu�on/power of a�orney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the �me of the mee�ng.

   1. For Appointing Proxies:

   1. In case of individuals, the account holder or sub-account holder and/or the person, whose securi�es are in group account and their registra�on details are uploaded as per the Regula�ons, shall submit the proxy form as per the above requirement.

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1. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
2. A�ested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
3. The proxy shall produce his/her original CNIC or original passport as applicable at the �me of the mee�ng.
4. In case of corporate en�ty, the Board of Directors' resolu�on/power of a�orney with specimen signature shall be submi�ed (unless it has been provided earlier) along with proxy form to the Company.

4. Par�cipa�on in the EOGM through Video Link Facility:

The Company has made necessary arrangement to hold its EOGM proceedings via video conference facility. Shareholders, intending to par�cipate in the EOGM through video link, are requested to send their par�culars, as set out in the table below, by email, WhatsApp, or any other electronic mean or by post or courier with the subject "Registra�on for EOGM of Pakistan Oxygen Limited - 2023" along with valid copy of both sides of CNIC to Email: [e-mail], Cell Phone Number: [phone], Registered Office Address: Pakistan Oxygen Limited, West Wharf, Dockyard Road, Karachi-74000:

Name of Shareholder

CNIC No.

Folio No.

Cell No.

Email Address

The video link and login creden�als will be shared with only those members/appointed proxies, whose emails, containing the aforesaid par�culars, are received by the Company at least 48 hours before the �me of EOGM.

5. Electronic Vo�ng:

In accordance with the Companies (Postal Ballot) Regula�ons 2018, for the purpose of approval of any agenda item at the EOGM, members will be allowed to exercise their vote through postal ballot i.e., by post or e-vo�ng, in the manner and subject to conditions contained in the Companies (Postal Ballot) Regula�ons, 2018

STATEMENT OF MATERIAL FACTS

AS REQUIRED UNDER SECTIONS 166(3) AND 134(3) OF THE COMPANIES ACT, 2017

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Agenda Item No. 1 - Elec�on of Directors

Sec�on 166(3) of the Companies Act, 2017 (the Act) requires that a statement of material facts is required to be annexed to the no�ce of the general mee�ng called for the purpose of elec�on of Directors which shall indicate the jus�fica�on for choosing independent directors.

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