Thal : Notice of 56th Annual General Meeting

NOTICE is hereby given that the Fifty-sixth Annual General Meeting of the Members of the Company will be held on Thursday, October 20, 2022 at 9:30 am at The Institute of Chartered Accountants of Pakistan ("ICAP") Auditorium, Chartered Accountants Avenue, Clifton, Karachi as well as through electronic means/video-link facility to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2022, together with the Chairman's Review, Directors' Report and Auditor's Report thereon.
2. To approve a final cash dividend of 50% (i.e. Rs. 2.50 per share) for the year 2021-22 as recommended by the Board of Directors. This is in addition to the interim dividend, of 100% i.e. Rs. 5.00 per share already paid. The total dividend for 2021-22 will thus amount to 150% i.e. Rs. 7.50 per share.
3. To appoint Auditors and fix their remuneration for the year ending June 30, 2023. The present auditors - Messrs EY Ford Rhodes, Chartered Accountants, retire and being eligible have offered themselves for re-appointment.
4. To elect 07 (seven) directors of the Company as fixed by the Board of Directors in their meeting held on September 09, 2022 for a term of three years commencing from December 01, 2022, in accordance with the provisions of Section 159(1) of the Companies Act, 2017. The names of the retiring Directors who are eligible for re-election are:
5. 1. Mr. Rafiq M. Habib
   2. Mr. Mohamedali R. Habib
   3. Mr. Imran Ali Habib
   4. Mr. Muhammad Tayyab Ahmad Tareen
   5. Ms. Aliya Saeeda Khan
   6. Mr. Khayam Husain
   7. Mr. Salman Burney

By Order of the Board

Karachi.	Salman Khalid
Dated: September 09, 2022	Company Secretary

NOTES:

1. Participation in the AGM proceeding via the video conference facility

In light of the continuing threats posed due to COVID-19 pandemic and to protect wellbeing of the shareholders, the Securities and Exchange Commission of Pakistan ("SECP") has, vide its Circulars issued from time to time, directed the listed companies to hold their general meetings virtually in addition to the requirements of holding physical meetings. In order to facilitate the shareholders, the Company in addition to convening a physical meeting has also arranged attend- ance of shareholder virtually via video link facility.

The shareholders interested in attending the AGM virtually are requested to get themselves registered by sending their particulars at the designated email address [e-mail] for their appointment and proxy's verification by close of business October 14, 2022. The log-in credentials and link to participate in the AGM would be provided to the shareholders.

As always, Thal Limited intends, and undertakes, to hold the captioned meeting in compliance with all applicable laws while ensuring the safety of its shareholder, employees, directors and the public at large.

Shareholder Name	Folio/CDC No.	CNIC Number	Mobile phone number	Registered
Email Address

Video conference link details and login credentials will be shared with ONLY those Shareholders, whose particulars are received on or before October 14, 2022, from their registered email addresses. Shareholders can also provide their comments and questions for the agenda items of the AGM on [e-mail] by October 14, 2022.

1. Closure of Share Transfer Books
   The Share Transfer Books of the Company will be closed from October 14, 2022 to October 20, 2022 (both days inclusive) for the purpose of the Annual General Meeting and payment of the final dividend. Transfer requests received by our Share Registrar, M/S. FAMCO Associates (Private) Ltd., 8-F, Next to Hotel Faran, Nursery, Block-6, PECHS, Sharah-e-Faisal Karachi. Tel:[phone](Ext-103) Fax: [phone] at the close of business on October 13, 2022 will be treated in time for the purpose of determining above entitlement to the transferees for payment of final dividend and to attend the Annual General Meeting.
2. Proxy
   A member entitled to attend and vote at this General Meeting is entitled to appoint a Proxy to attend, speak and vote in his/her place at the Meeting. A 'Proxy Form' appointing a proxy must be deposited at the Registered Office of the Company or at the above-mentioned address of Company's Share Registrar at least forty-eight hours before the time of the meeting along with the copy of CNIC of Proxy. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee along with his/her copy of CNIC shall be provided at least 48 hours before the time of meeting. The Form of Proxy in English and Urdu is attached in Annual Report and should be witnessed by two persons whose name, addresses and CNIC Numbers should be mentioned on the Forms. The Form of Proxy is also available on the Company's website (www.thallimited.com).
3. Updating of particulars
   The shareholders are requested to promptly notify change in their address, if any, to the Company's Share Registrar. In case of corporate entity, the shareholders are requested to promptly notify change in their particulars of their authorized repre- sentative, if applicable.
4. Submission of copies of CNIC not provided earlier
   Individual Shareholders are once again reminded to submit a copy of their valid CNIC, if not provided earlier to the Compa- ny's Share Registrar, FAMCO Associates (Private) Limited. In case of non-availability of a valid copy of the Shareholders' CNIC in the records of the Company, the company shall withhold the Dividend under the provisions of Section 243 of the

Companies Act 2017.

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6. Withholding Tax on Dividend

Currently, the deduction of withholding tax on the amount of dividend paid by the companies under section 150 of the Income Tax Ordinance, 2001, are as under:

1. For persons appearing in Active Tax Payer List (ATL): 15%
2. For persons not appearing in Active Tax Payer List (ATL): 30%

Shareholders who have filled their return are advised to make sure that their names are entered into latest Active Tax Payers List (ATL) provided on the website of FBR at the time of dividend payment, otherwise they shall be treated as persons not appearing in ATL and tax on their cash dividend will be deducted at the rate of 30% instead of 15%.

1. Withholding tax on Dividend in case of Joint Account Holders
   In order to enable the Company to follow the directives of the regulators to determine shareholding ratio of the Joint Account Holder(s) (where shareholding has not been determined by the Principal shareholder) for deduction of withholding tax on dividend of the Company, shareholders are requested to please furnish the shareholding ratio details of themselves as Principal shareholder and their Joint Holders , to the Company's Share Registrar, enabling the Company to compute withholding tax of each shareholder accordingly. The required information must reach the Company's Share Registrar by October 13, 2022, otherwise each shareholder will be assumed to have equal proportion of shares and the tax will be deducted accordingly.
2. Payment of Cash Dividend Electronically (E-mandate)
   In accordance with the provisions of section 242 of the Companies Act, 2017 and Companies (Distribution of Dividend) Regulations, 2017, it is mandatory that dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholder. Notice in this regard has already been published earlier in newspapers as per Regulations. All shareholders are once again requested to provide details of their bank mandate specifying: (i) title of account, (ii) account number, (iii) IBAN number (iv) bank name and (v) branch name, code & address; to Company's Share Registrar. Shareholders who hold shares with Participants / Central Depository Company of Pakistan (CDC) are advised to provide the mandate to the concerned Broker / CDC.
3. Distribution of Annual Report through Email (Optional)
   Pursuant to the provision of section 223(6) of the Companies Act, 2017, the companies are permitted to circulate their annual financial statements, along with auditor's report, directors' review report etc. ("Annual Report") and the notice of annual general meeting ("Notice"), to its shareholders by email. Shareholders of the Company who wish to receive the Company's Annual Report and Notices of annual general meeting by email are requested to provide the completed Electronic Communication Consent Form (available on the Company's website), to the Company's Share Registrar.
   The audited financial statements of the Company for the year ended June 30, 2022 have been made available on the Company's website (www.thallimited.com) in addition to annual and quarterly financial statements for the prior years.
4. Conversion of Physical Shares into Book-Entry Form
   Section 72 of the Companies Act, 2017, requires all listed companies to replace the shares held in physical form with the shares to be issued in Book-Entry Form within 4 years from the date of the promulgation of the Companies Act 2017. Pursu- ant to the SECP letter no. CSD/ED/Misc./2016-639-640 dated March 26, 2021, the Company is following up with all share- holders holding shares in physical form with the request to convert their shares in Book-Entry Form in order to comply with the provisions of the Companies Act, 2017. Shareholders may contact the Company's Share Registrar to understand the process and benefits of conversion of shares held in physical form into Book-Entry Form.
5. Election of Directors
   Any person who seeks to contest the election of directors shall, whether he is a retiring director or otherwise, file with the

Company at its Registered Office at 4th Floor, House of Habib, 3-JCHS, Block 7/8, Shahrah-e-Faisal, Karachi - 75350, not later than fourteen days before the date of the meeting, the following documents:

1. Notice of his/her intention to offer himself/herself for election of directors in terms of Section 159(3) of the Act, together with the consent to act as a director in Form 28 prescribed under the Companies Act, 2017;
2. A detailed profile along with mailing address and other contact details as required under SECP's SRO 634 (I)/2014 dated 10 July 2014;
3. A candidate consenting for the election as director must be a member of the Company at the time of filing of his/her consent except a person representing a member, which is not a natural person.
4. A declaration confirming that:
5. 1. He/she is aware of his/her duties and powers under the relevant laws, Memorandum & Articles of Association of the Company and listing regulations of the Pakistan Stock Exchange;
   2. He/she is not ineligible to become a director of a listed company under any provisions of the Act, the Listed Compa- nies (Code of Corporate Governance) Regulations, 2017 and any other applicable law, rules and regulations.

Independent Directors will be elected through the process of election of directors in terms of Section 159 of the Act and they shall meet the criteria laid down under Section 166(2) of the Act.

Pursuant to Companies (Postal Ballot) Regulation 2018, for the purpose of election of Directors and for any other agenda item subject to the requirements of Section 143 and 144 of the Companies Act, 2017 members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

STATEMENT UNDER REGULATION 4(2) OF THE COMPANIES (INVESTMENT IN ASSOCIATED COMPANIES OR ASSOCIATED UNDERTAKINGS) REGULATIONS, 2017

• Sindh Engro Coal Mining Company Limited
  In the annual general meeting held on October 2nd 2018 the members of the Company had approved investment in Sindh Engro Coal Mining Company Limited ("SECMC"). SECMC achieved commercial operations on July 10, 2019 which marks a historic milestone for Pakistan's energy sector. Phase I of the Thar mining and power generation projects comprise Pakistan's first indigenous open pit coal mine which supplies 3.8 million tons of lignite coal per annum to a 2x330 MW power generation plant set up by Engro Powergen Thar Limited ("EPTL"). For Phase I of SECMC, the Board of Directors of Thal Limited approved a total exposure of Pakistani Rupee ("PKR") equivalent of USD 36.1 million, which includes equity invest- ment of USD 24.3 million, USD 5 million for cost over-run and USD 6.8 million for debt servicing reserve (adjustable due to LIBOR/KIBOR movement). Phase I of SECMC mining project has been completed within time and with significant cost savings. As a result of reduced project cost, the Company invested a total of USD 17.7 million as equity in SECMC Phase 1, while maintaining 11.9% ordinary shareholding in SECMC. Until such time that SECMC achieves project completion date (as defined under finance documents), the standby letter of credit issued for unutilized equity for Phase 1, contractual commitments of cost overrun support and debt service reserve account shall remain in place and may be called upon lenders as per the terms of the finance documents.
  Phase II of SECMC achieved Financial Close on December 31, 2019. For Phase II of SECMC, the Board of Directors of Thal Limited approved a total exposure of PKR equivalent of USD 10.5 million, which includes equity investment of USD 7.9 million, USD 1.3 million for cost over-run and USD 1.2 million for debt servicing reserve (adjustable due to LIBOR/KIBOR movement).

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As on 30th June 2022, the Company has invested Rs. 2,840.15 million in SECMC, acquiring 191,643,025 ordinary shares having face value of Rs. 10 each, at a price of Rs. 14.82 per share. The Company has issued a stand by letter of credit in favor of lenders for the balance equity commitment of Rs 1,544.3 million.

For Phase II, SECMC has entered into Coal Supply Agreements with ThalNova Power Thar (Private) Limited and Thar Energy Limited to supply additional 1.9 million tons of lignite per annum to each 330 MW power plant respectively.

The Project Company is striving to achieve commercial operations date for Phase II in 2022.

• Thal Power (Private) Limited
  Status update concerning the business in relation to ThalNova Power Thar (Private) Limited ("ThalNova") that was approved in the Extra-Ordinary General Meeting ("EOGM") dated March 22, 2018.
  Equity Injection, Guarantee and Sponsor Support:
  The shareholders in the EOGM held on March 22, 2018, had approved Equity Injection of up to USD 58.7 million (or PKR equivalent) and to arrange a Standby Letter of Credit in an amount not exceeding USD 41.1 million (or PKR equivalent) securing the Equity Obligation and commercial risk guarantee obligations of up to USD 12.4 million (or PKR equivalent) and sponsor support to be provided by the Company for the benefit of ThalNova for an aggregate amount of up to USD 23.2 million (or PKR equivalent) as an investment in the form of equity or subordinated debt to cover for funding shortfall/cost overrun that may arise in ThalNova as well as similar support/investment for debt service reserve support up to USD 12.4 USD (or PKR equivalent) . Such sponsor support 'investments' were to be made as may be required under the Sponsor Support Agreement entered into with the lenders. The Company intends to make these sponsor support investments by way of preference shares and/or ordinary shares and/or through subordinated debt depending on approvals that may be received from the lenders. If through preference shares then the key terms will include a USD return on equity of 11%, which will be cumulative if not paid in full on any payment date and redeemable at the option of the Company.
  Information pursuant to Section 4(2) of the Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017:

Information Required	Information Provided
a) Total investment approved	As above
b) Amount of investment made to date	Equity Injection of USD 26.1 million (in equivalent
	Pakistani Rupees)
(c) Reasons for deviations from the approved timeline of	Because of various reason the Financial Close of the
investment, where investment decision was to be	ThalNova project was delayed beyond original timeline and
implemented in specified time;	subsequently achieved on 30 September 2020. The
	Commercial Operations Date is expected in the second
	half of calendar year 2022.
	Equity injections were made along with debt disbursement
	and expected to be completed in calendar year 2022.
(d) Material change in financial statements of associated	The associated company to-date has received total advances
company or associated undertaking since date of the	and equity injection of Rs. 15.4 billion from all shareholders.
resolution passed for approval of investment.	The associated undertaking issued a limited notice to proceed
	to the EPC Contractor against a payment of USD 30 million
	(in Pakistani Rupees equivalent) to commence construction
	works prior to financial close. Financial close was achieved on
	30th September 2020 and debt disbursement from lenders
	commenced from Apr 2021. The project construction is
	ongoing but the project has faced delays in recent times due
	to COVID related challenges. The Company expects
	commercial operations to commence in second half of the
	calendar year 2022.

Form of Proxy

Fifty Sixth Annual General Meeting

as my / our proxy to vote for me/us and on my/our behalf at the 56th Annual General Meeting of the Company to be held on October 20, 2022 and or any adjournment thereof.

Note:

• This proxy form duly completed and signed, must be received at the Registered Office of the Company or Share Registrar of the Company, not less than 48 hours before the time of holding the meeting.
• No person shall act as proxy unless he/she himself/herself is a member of the Company, except that a corporation may appoint a person who is not a member.
• If a member appoints more than one proxy and more than one instrument of proxy are deposited by a member with the Company, all such instruments of proxy shall be rendered invalid.

For CDC Account Holders / Corporate Entities:

In addition to the above the following requirements have to be met:

• The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
• Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
• In case of corporate entry, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted

(unless it has been provided earlier) along with proxy form to the Company.

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