Treet : Notice of Extraordinary General Meeting of Treet Corporation Limited

TREET CORPORATION LIMITED

REGISTERED OFFICE
72 - B, Industrial Area, Kotlakhpat, Lahore: 54770, Pakistan.	UKAS
UAN #: [phone]-TREET(87338)
Tel	: [phone], 35122296,35156567
Fax	: +92(42)35215825,35114127,35836770
NTN #: 1416035-8, STN#: 0307390000219	Cettilica!e No SG14/04699.00
E-mail	: [e-mail] website: www.treetgroup.com

February 24, 2023

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi

SUBJECT: NOTICE OF EXTRAORDINARY GENERAL MEETING

Dear Sir,

This is to inform you that the Extraordinary General Meeting of the Company will be held on Friday, March 17, 2023 at 11:00 A.M. at its Registered Office (through Video Link facility). Notice is enclosed herewith for your information and record.

You may please inform the TRE Certificate Holders ofthe Exchange accordingly.

Thanking you,

Yours faithfully,

for TREET CORPORATION LIMITED

•

•

Zu aira Dar

Company Secretary

Copy to:

The Securities & Exchange Commission of Pakistan

Enforcement & Monitoring Division,

NIC Building, Blue Area,

Islamabad

Lahore Factory:	Sales Head Office:	Hyderabad Factory:	Karachi Office:
72 - 8, Industrial Area, Kotlakhpat,	Treet Holdings Limited	Hali Road, P.0.8ox No. 308,	6-8(A1) Saaed Hai Road
Lahore: 54770, Pakistan.	2-HGulberg-11, Lahore - 54660,	Hyderabad, 71000, Pakistan.	Muhammad All Cooperative
UAN #: [phone]-TREET(87338)	Pakistan.	Tel: [phone],	Housing Society, Karachi.
Tel:+ 92(42) 35830881, 35122296,	Tel	: [phone]	3883174, Fax: [phone]	Tel: [phone]
35156567 Fax:+ 92(42) 35114127,	Fax	: [phone]		Fax: [phone]
35836770, 35215825

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Treet Corporation Limited ("Company") will be held on Friday March 17, 2023 at 11:00 A.M. at registered office of the Company situated at 72-B,Quaid-E-Azam Industrial Estate, Lahore via video link facility to transact the following business: -

Ordinary Business:

1. To confirm the minutes of Annual General Meeting held on October 27, 2022.

Special Business:

2. To consider and if thought fit approve an increase in the Authorized Share Capital of the Company and for this purpose pass the following resolutions as Special Resolution, with or without any amendment and to approve the consequent amendments in the Memorandum and Articles of Association of the Company, subject to requisite approval, if any: To increase the authorized share capital of the Company from Rs. 4,000,000,000 to Rs. 9,000,000,000 by creation of 500,000,000 ordinary shares of Rs. 10 each to alter Clause 5 of the Memorandum of Association and Article 4 of the Articles of Association of the Company by passing the following resolution as a special resolution, with or without modification, addition or deletion:

"RESOLVED that the Authorized Share Capital of the Company be increased from Rs. 4,000,000,000 divided into 250,000,000 ordinary shares of Rs. 10/- each, 150,000,000 preference shares of Rs. 10 each to Rs. 9,000,000,000 alienated as Rs. 7,500,000,000 divided into 750,000,000 ordinary shares of Rs. 10/- each and 150,000,000 preference shares of Rs. 10 each.

FURTHER RESOLVED that the existing Clause 5 of the Memorandum of Association and Article 4 of the Articles of Association of the Company be and are hereby altered and be read as under:

Clause 5 of the Memorandum of Association

The Authorized Share Capital of the Company is Rs. 9,000,000,000 (Rupees Nine Billion only) divided into 750,000,000 (Seven Hundred & Fifty Million) ordinary shares of Rs. 10/- each and 150,000,000 (One Hundred and Fifty Million) preference shares of Rs. 10/- each having such preferential, deferred, qualified or special rights, privileges, or conditions as provided in the Articles of Association of the Company, or in accordance with the Companies Act, 2017. The Company shall have right to increase or reduce the capital and to consolidate or subdivided the shares and issue shares of different kinds or classes therein of higher or lower denominations and to vary, modify or abrogate any such rights or conditions in such manner as may for time being be provided by the Company in such manner as may be authorized by the regulations of the Company and subject to applicable laws.

Article 4 of the Articles of Association

The Authorized Share Capital of the Company is Rs. 9,000,000,000 (Rupees Nine Billion only) divided into 750,000,000 (Seven Hundred & Fifty Million) ordinary shares of Rs. 10/- each and 150,000,000 (One Hundred and Fifty Million) preference shares of Rs. 10/- each of different classes comprising Redeemable or Non-Redeemable, Cumulative or Non-Cumulative, Convertible or Non-Convertible with attached thereto respective such preferential, deferred, qualified or special rights, privileges or conditions as provided in the Article of Association of the Company or in accordance with the Companies Act, 2017.

2023

"RESOLVED FURTHER THAT the Chief Executive and Company Secretary ("Authorized Officers") be and are hereby jointly and/or severally authorized to do all acts, deeds and things, take any or all necessary actions including appointment of consultant(s)/advisers and to complete all legal formalities and file all necessary documents to SECP, Stock Exchange and CDC as may be necessary or incidental for the purpose of implementing the aforesaid resolution.

RESOLVED FURTHER THAT that all actions hereto taken and/or to be taken by and on behalf of the Company by any of the Authorized Officers in terms of these resolution be and are hereby ratified and confirmed by the Company.

3. Any other business with the permission of the Chair.

A statement under Section 134(3) of the Companies Act, 2017 pertaining to the special business is being sent to the shareholders along with this Notice.

Zunaira Dar

Company Secretary

Lahore: February 24, 2023

Notes:

1. All members are entitled to attend and vote at Meeting.
2. The Share Transfer Books of the Company will remain closed from March 11, 2023 to March 17, 2023 (both days included). Transfer received in order at the Registrar of the Company M/s Corplink (Private) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore by close of business on March 10, 2023.
3. Members are requested to promptly submit to the Share`s Registrar/ Company/ their Participant (if applicable):

1. Any change in their contact detail/ address;
2. IBAN under Section 242 of the Companies Act, 2017 (the "Act") through mandate Form available www.treetonline.com
3. Valid Tax Exemption Certificate; and
4. Form CZ-50(Non-deduction of Zakat).

1. Members, who by any reason, could not claim their dividends/ shares, if any, are advised to contact Company`s Shares Registrar to collect/inquire about their unclaimed dividends / shares.
2. In term of Section 132(2)/ 134(1)(b) of the Act and GoP/ SECP guidelines issued from time to time, the Company has put in place necessary arrangements for virtual participation of members in the EOGM. Interested members may contact at [e-mail] with their identification/comments atleast two (02) days before the EOGM.

1. For Attending the Meeting

1. In case of individuals, the Account Holders of Sub-account Holders a shall authenticate their identity by showing original Computerized National Identity Card (CNIC) or original passport at the time of attending the Meeting.

1. In case of a corporate entity, the Board of Directors resolution / Power of Attorney with specimen signature of the nominee shall be produced (if it has not been provided earlier) at the time of attending the Meeting.

1. For Appointing Proxies
   Members entitled to attend and vote at the EOGM may appoint a proxy/nominee in writing to attend the EOGM and vote on their behalf. Duly completed Proxy Form/ Authorization must be deposited with the Company at its Registered office not later than 48 hours before the scheduled EOGM time. Proxy Form / Authorization must be complete/valid and accompanied with following:

witnessed by two persons

attested copies of CNIC or passport of Member and proxy

Replacement of Physical Shares into CDC Account

Members, who hold physical shares, are advised to convert their shares into CDC in terms of Section 72 of the Act.

2023

Proportionate shareholding of Joint Shareholders

Proportionate shareholding of joint shareholders shall be treated (50:50) unless they update their proportionate of shareholding otherwise.

In view of the outbreak of COVID-19 (Crona virus) again, and pursuant to earlier circular No. EMD/MISC/82/2012 notified by Securities and Exchange Commission of Pakistan (SECP) dated March 17, 2020 required companies to modify their usual planning for extra-ordinary general meeting for well-being of the shareholders to avoid large gatherings by provision of video link facilities. The company will follow the best practices and comply with the instructions of Government of Punjab and SECP to ensure protective measures for wellbeing of the shareholders. In the event that there are any further instruction or notifications from the SECP and/or the Pakistan Stock Exchange of any change for the EOGM, the company will announce the same at the Pakistan Stock Exchange through PUCARS system.

The Members are requested to attend and participate in the EOGM through video link facility. To attend through video link, Members can download the app/software through https://zoom.us/download and login via video-link to participate in the EOGM proceedings.

Shareholders are requested to get themselves registered with the Company Secretary office at least two working days before the holding of the time of EOGM at [e-mail] providing the following details:

Name of Shareholder	CNIC No	Folio No	Cell No	Email Address
In order to be effective, duly	completed	and	signed proxy	forms	available	at	companies	website
(www.treetonline.com	) must	be emailed	at	[e-mail]	&	our share	registrar

[e-mail] [e-mail] least 2 working days before the time of the meeting.

STATEMENT PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2017

This statement sets out the material facts concerning the special business to be transacted at the Extraordinary General Meeting of the Company to be held on March 17, 2023.

Increase in Authorized Share Capital of the Company and consequent amendment in Memorandum & Articles of Association of the Company;

In order to cater for future increase paid up Capital, the Authorized Capital needs to be enhanced. In light of the same and for future potential issuance of shares, the Company seeks to increase its Authorized Share Capital from Rs. 4,000,000,000 divided into 250,000,000 ordinary shares of Rs. 10/- each and 150,000,000 preference shares of Rs. 10 each to Rs. 9,000,000,000 divided into 750,000,000 ordinary shares of Rs.10/- each and 150,000,000 preference shares of Rs. 10/- each and make necessary amendments to Memorandum and Article of Association of the Company.

Existing Clause 5 of the Memorandum of Association

The Authorized Share Capital of the Company is Rs. 4,000,000,000 (Rupees Four billion only) divided into 250,000,000 ordinary shares of Rs. 10 each and 150,000,000 preference shares of Rs. 10/- each having such preferential, deferred, qualified or special rights, privileges, or conditions as provided in the Articles of Association of the Company, or in accordance with the Companies Act, 2017. The Company shall have right to increase or reduce the capital and to consolidate or subdivided the shares and issue shares of different kinds or classes therein of higher or lower denominations and to vary, modify or abrogate any such rights or conditions in such manner as may for time being be provided by the Company in such manner as may be authorized by the regulations of the Company and subject to applicable laws.