Ferozsons Laboratories : Addendum to EOGM Notice and Procedure for E-Voting Facility along with Voting Through Postal Ballot

ADDENDUM TO NOTICE OF 'EXTRAORDINARY GENERAL MEETING'

SCHEDULED TO BE HELD ON JUNE 26, 2023

1. INCREASE IN AUTHORIZED SHARE CAPITAL (SPECIAL BUSINESS - AGENDA ITEM NO. 5):

The Board of Directors (BOD) has reassessed its recommendation for an increase in authorized share capital of the Company. In their meeting held on June 20, 2023, the BOD recommended increasing the authorized share capital from Rs. 500,000,000 (Rupees Five Hundred Million) to Rs. 1,500,000,000 (Rupees One Billion Five Hundred Million) instead of the previous recommendation of increasing it to Rs. 5,000,000,000 (Rupees Five Billion) only.

Accordingly, the proposed resolutions relating to 'Special Business - Agenda Item No. 5' are revised as follows:

Resolved that the Authorized Share Capital of the Company be and is hereby increased from Rs. 500,000,000 (Rupees Five Hundred Million Only) divided into 50,000,000 ordinary shares of Rs. 10 each to Rs. 1,500,000,000 (Rupees One Billion Five Hundred Million Only) divided in to 150,000,000 ordinary shares of Rs. 10 each by creation of 100,000,000 additional ordinary shares of Rs. 10 each.

Further resolved that the additional shares created shall rank pari passu in every respect with the existing ordinary shares of the Company.

Further resolved that existing clause V of the Memorandum of Association and Article 4 of the Articles of Association of the Company be and hereby substituted. Accordingly, these shall read as follows:

Clause V of the Memorandum of Association

The Authorized Capital of the Company is Rupees 1,500,000,000/- (Rupees One Billion Five Hundred Million) divided into 150,000,000 (One Hundred and Fifty Million) ordinary shares of Rs.10/- (Rs. ten) each.

Article 4 of the Article of Association

The Authorized Capital of the Company is Rupees 1,500,000,000/- (Rupees One Billion Five Hundred Million) divided into 150,000,000 (One Hundred and Fifty Million) ordinary shares of Rs.10/- (Rs. ten) each.

Further resolved that the Chief Executive Officer and Company Secretary of the Company be and are hereby singly empowered and authorized to do all the acts, matters, deeds, and take all necessary actions including filing of requisite documents and returns with the Registrar of Companies - Securities and Exchange Commission of Pakistan and comply with all other legal requirements as may be necessary for the purpose of implementing the aforesaid resolutions.

2. E-VOTING AND POSTAL BALLOT:

The procedure for E-Voting and Voting through Postal Ballot on Special Business Agendas of the Extraordinary General Meeting to be held on June 26, 2023 at Blue Lagoon, Masood Akhter Kiani Road, Rawalpindi is as follows:

Procedure for E-voting:

1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have

their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business of June 19, 2023.

1. The web address and login details will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of M/S Corptec (Private) Limited (being e-voting service provider).
2. Identity of the members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.
3. E-Votinglines will start from 21 June 2023, 09:00 A.M. and shall close on 24 June 2023 at 5:00 P.M. Members can cast their votes any time during this period. Once the vote on a resolution is casted by a Member, the same will not be allowed to change subsequently.

Procedure For Voting Through Postal Ballot:

i. Duly filled Postal Ballot paper should be sent to the Chairperson of Ferozsons Laboratories Limited at registered office address 197-A, The Mall, Rawalpindi or via e-mail at [e-mail]

1. Copy of CNIC or Passport (in case of foreign nationals only) should be enclosed with the Postal Ballot Form.
2. Postal ballot forms should reach chairperson of the meeting on or before June 24, 2023. Any postal ballot received after this date, will not be considered for voting.
3. Signature on the Postal Ballot should match with the signature on CNIC/Passport.
4. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
5. In case of representative of Corporate Body or any other institution, Postal Ballot must be accompanied with the copy of CNIC/Passport of authorized person, attested copy of the Board Resolution etc. in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In case of foreign corporate body, all documents must be attested from the Council General of Pakistan having jurisdiction over the Shareholder.
6. Ballot Paper has also been placed at the Company's websitehttps://www.ferozsons-labs.com

BALLOT PAPER FOR VOTING THROUGH POST FOR POLL TO BE HELD ON JUNE 26, 2023 AT 12:30 P.M. AT

BLUE LAGOON, MASOOD AKHTER KIANI ROAD, RAWALPINDI

Registered Office: 197-A, The Mall, Rawalpindi.

Phone: [phone] Website:www.ferozsons-labs.com

E-mail:[e-mail]

Designated address of the Chairperson at which the duly filled in ballot paper may be sent:

Physical: 197-A, The Mall, Rawalpindi, Pakistan.

E-mail:[e-mail]

Name of shareholder/joint shareholders

Registered Address

Number of shares held and folio number

CNIC Number (copy to be attached)

Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government)

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below:

		No. of	I/We	I/We
Sr.		ordinary	assent to	dissent to
Nature and Description of resolutions	shares for	the	the
No.
	which	Resolutions	Resolutions
		votes cast	(FOR)	(AGAINST)
	Special Business - Agenda Item No. 4
	Resolved that the Company is hereby authorized to circulate its
	Annual Reports including Annual Audited Financial Statements, to the
	members for future years commencing from financial year 2023,
	through QR enabled code and weblink as allowed by Securities and
	Exchange Commission of Pakistan vide S.R.O. 389(I)/2023 dated
1	March 21, 2023.
	Further resolved that the Company shall be considered compliant
	with the relevant requirements of Companies Act 2017 by circulating
	Annual Reports including Annual Audited Financial Statements
	through QR code and weblink.
	Further resolved that the Chief Executive Officer together with
	Chief Financial Officer or with Company Secretary of the Company be
	and are hereby empowered and authorized to do all the acts, matters,

2

deeds, and take all necessary actions as may be necessary for the purpose of implementing the aforesaid resolutions.

Special Business - Agenda Item No. 5

Resolved that the Authorized Share Capital of the Company be and is hereby increased from Rs. 500,000,000 (Rupees Five Hundred Million Only) divided into 50,000,000 ordinary shares of Rs. 10 each to Rs. 1,500,000,000 (Rupees One Billion Five Hundred Million Only) divided in to 150,000,000 ordinary shares of Rs. 10 each by creation of 100,000,000 additional ordinary shares of Rs. 10 each.

Further resolved that the additional shares created shall rank pari passu in every respect with the existing ordinary shares of the Company.

Further resolved that existing clause V of the Memorandum of Association and Article 4 of the Articles of Association of the Company be and hereby substituted. Accordingly, these shall read as follows:

Clause V of the Memorandum of Association

The Authorized Capital of the Company is Rupees 1,500,000,000/- (Rupees One Billion Five Hundred Million) divided into 150,000,000 (One Hundred Fifty Million) ordinary shares of Rs.10/- (Rs. ten) each.

Article 4 of the Article of Association

The Authorized Capital of the Company is Rupees 1,500,000,000/- (Rupees One Billion Five Hundred Million) divided into 150,000,000 (One Hundred Fifty Million) ordinary shares of Rs.10/- (Rs. ten) each.

Further resolved that the Chief Executive Officer and Company Secretary of the Company be and are hereby singly empowered and authorized to do all the acts, matters, deeds, and take all necessary actions including filing of requisite documents and returns with the Registrar of Companies - Securities and Exchange Commission of Pakistan and comply with all other legal requirements as may be necessary for the purpose of implementing the aforesaid resolutions.

Special Business - Agenda Item No. 6

Resolved that the members of the Company hereby approve that Board of Directors of the Company may resolve to capitalize any part of the amount being standing to credit of any of the Company's reserves available for distribution.

Further resolved that such amounts may be set free for distribution amongst the eligible members, who would have been entitled to receive if distributed by way of dividend, in the same proportions on condition that the same is not paid in cash but applied in or towards paying up in full unissued shares as bonus shares of the Company.

3 Further resolved that whenever such resolutions are passed by Board of Directors of the Company, Board of Directors is authorized to make such appropriations and applications of the undistributed profits resolved to be capitalized, including allotments and issue of fully paid shares, and generally shall do all acts and things required to give effects thereto.

Further resolve that in consequence of above-mentioned authorizations to Board of Directors, the Article 128 of the Articles of Association of the Company shall read as follows:

Article 128:

Any Board of Directors meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of

	the Company standing to the credit of the Reserve Fund or the
	Depreciation Fund or in the hands of the Company and available for
	dividend (or representing premia received on the issue of shares and
	standing to the credit of the share premium account) be capitalized
	and distributed amongst such of the share-holders as will be entitled
	to receive the same if distributed by way of dividend and in the same
	proportions on the footing that they become entitled thereto as
	capital and that all or any part of such capitalised fund be applied on
	behalf of such share-holders in paying in full either at par or at such
	premium as the resolution may provide, any unissued shares,
	debentures, or debenture-stock of the Company which shall be
	distributed accordingly or towards payment of the uncalled liability
	on any issued shares or debentures or debenture-stock, and that
	such distribution or payment shall be accepted by such share-holders
	in full satisfaction of their interest in the said capitalized sum.
	Further resolved that the Chief Executive Officer and Company
	Secretary of the Company be and are hereby singly empowered and
	authorized to do all the acts, matters, deeds, and take all necessary
	actions including filing of requisite documents and returns with the
	Registrar of Companies - Securities and Exchange Commission of
	Pakistan and comply with all other legal requirements as may be
	necessary for the purpose of implementing the aforesaid resolutions.
	Special Business - Agenda Item No. 7
	Resolved that the Company be and hereby authorized in terms of
	Section 199 and all other applicable provisions of Companies Act,
	2017 to provide short term financing facility / security in favor of M/S
	BF Biosciences Limited ("BFBL"), a subsidiary company up to PKR
	500,000,000 (Rupees Five Hundred Million Only), provided that the
	markup rate to be charged by the Company to BFBL on any
4	outstanding amount of short term financing facility shall not be the
less than the average rate charged by the bank(s) of the Company
	and as per terms and conditions disclosed to the members of the
	Company.
	Further resolved that the Chief Executive Officer together with
	Chief Financial Officer or with Company Secretary of the Company be
	and are hereby empowered and authorized to do all the acts, matters,
	deeds, and take all necessary actions including signing and execution
	of agreements, completing legal formalities as may be necessary for
	the purpose of implementing the aforesaid resolutions.

______________________

Signature of Shareholder(s)

Date:

Place: