Dawood Lawrencepur : Notice of Extraordinary General Meeting

BOOK POST

Notice of Extraordinary

General Meeting

DAWOOD LAWRENCEPUR LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of the shareholders of Dawood Lawrencepur Limited (the "Company") will be held on Wednesday, July 13, 2022 at 2:00 PM at the Dawood Foundation Business Hub, Ground Floor, Dawood Centre, M.T. Khan Road, Karachi and via video link facility to transact the following business:

SPECIAL BUSINESS:

1. To consider and if deemed fit, to pass the following resolution as special resolution, with or without any modifications, to renew the unsecured subordinated loan facility of up to PKR 1.0 billion provided to Tenaga Generasi Limited (TGL), a subsidiary company of Dawood Lawrencepur Limited.
   "RESOLVED that, the approval of the Members of Dawood Lawrencepur Limited (the Company) be and is hereby granted in terms of Section 199 of the Companies Act, 2017 and all other applicable laws, to renew the unsecured subordinated loan facility of up to PKR 1.0 billion provided to its subsidiary, Tenaga Generasi Limited (TGL), for a further one year period as per the terms and conditions disclosed to the shareholders in the statement of material facts.
   FURTHER RESOLVED that, for the purpose of giving effect to this special resolution, any two of the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary of the Company be and are hereby authorized jointly to take all necessary actions and do all acts, deeds and things including execution of documents and agreements for the purposes of implementing the aforesaid resolution."
2. To consider and if deemed fit, to pass the following resolution as special resolution, with or without modification in terms of Section 199 of the Companies Act 2017, for issuance of a Corporate Guarantee in favour of Allied Bank Limited, as a security against Running Finance (RF) / Money Market Loan (MML) of PKR 500,000,000 to be obtained by Tenaga Generasi Limited, a subsidiary company of Dawood Lawrencepur Limited.
   "RESOLVED that approval of members of Dawood Lawrencepur Limited (the "Company") be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 for the issuance of a Corporate Guarantee in favour of Allied Bank Limited, as a security against Running Finance (RF) / Money Market Loan (MML) of PKR 500,000,000 to be obtained by Tenaga Generasi Limited (TGL), subsidiary company of Dawood Lawrencepur Limited, subject to approval of TGL's Lenders, as per the terms and conditions disclosed to the shareholders in the statement of material facts.
   FURTHER RESOLVED that any two of the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company, be and are hereby authorized jointly to do all such things and take any and all necessary actions to complete all legal formalities and file all necessary documents as may be necessary or incidental for the purposes of implementing this resolution including but not limited to the execution of all documents and agreements(s)."

Statements of material facts pursuant to Section 134(3) of the Companies Act, 2017 are annexed to the notice of meeting sent to the members.

	By Order of the Board
Karachi	Imran Chagani
Dated: April 28, 2022	Company Secretary

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NOTES:

1. Coronavirus contingency planning for Extraordinary General Meeting (EGM) of shareholders:
   In the wake of prevailing situation due to COVID-19, the Company intends to convene this Extraordinary General Meeting (EGM) with minimal physical interaction. The Company has therefore made arrangements to ensure that all participants, including shareholders, can also participate in the EGM proceeding via video link. EGM can be attended using smart phones/tablets/computers while ensuring compliance with the quorum requirements and requests the Members to consolidate their virtual attendance and voting at the EGM through proxies. We recognize that our shareholders value the EGM as an opportunity to engage with the Board; however, the Company must ensure to put safety first and protect all stakeholders in these exceptional circumstances.
   Furthermore, the Members who are willing to attend and participate in the EGM can do so through video-link. To attend the EGM through video-link, Members are required to register their particulars by sending an email at [e-mail]. The Members registering to connect through video-link facility are required to mention their Name, Folio Number and Number of Shares held in their name in the email with subject 'Registration for DLL's EGM. Video link and login credentials will be shared with the Members whose emails, containing all the required particulars, are received at the given email address at least 24 hours before the time of the EGM. The Members can also send their comments and questions for the agenda items of the EGM on the email address mentioned above.
   Members are therefore, encouraged to attend the EGM through video link or by consolidating their attendance through proxies.
2. Closure of Share Transfer Books:
   The Share Transfer Books of the Company will remain closed from Thursday, July 7, 2022 to Wednesday, July 13, 2022 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, Messrs. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400, by close of business on Wednesday, July 6, 2022, will be considered in time to attend and vote at the EGM.
3. Participation in the EGM:
   All members, entitled to attend and vote at the meeting, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. A proxy need not be a member of the Company. A corporate entity, being member, may appoint any person, regardless of whether they are a member or not, as its proxy through resolution of its board of directors.
   In case of corporate entities, a resolution of the board of directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to the Company along with a completed proxy form. Proxy Form in English and Urdu languages is attached.
   The proxy holders are required to produce their original valid CNICs or original passports at the time of the meeting.
   In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 hours before the time of the meeting. A blank proxy form is attached.
   CDC account holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.
   A. For Attending EGM
4. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the above mentioned email address at least 48 hours before the EGM.
   2. In case of corporate entity, the board of directors' resolution/power of attorney with specimen signature of the nominee shall be shared on the above mentioned email address at least 48 hours before the EGM (unless it has been provided earlier).

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