Mari Petroleum : Ballot Paper and E-Voting Facility

MPCL-CA-23-3519

June 16, 2023

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi

Subject: Ballot Paper and E-VotingFacility

Dear Sir,

In continuation to the notice of Extraordinary General Meeting of the Company scheduled to be held on June 23, 2023 at 10:00 am; enclosed please find a copy of the ballot paper as required under Regulation 8 of the Companies (Postal-Ballot) Regulations, 2018.

The notice has been published today i.e. June 16, 2023, in two newspapers (both English and Urdu) having nationwide circulation. Further, it has been uploaded on the Company's website at www.mpcl.com.pk.

In compliance with the Regulation 4 of the aforementioned Regulations, the e-voting facility will be available to the eligible members of the Company in line with applicable laws.

You may please inform the TRE Certificate Holders of the Exchange, accordingly.

Very truly yours,

Muhammad Sajjad

Acting Company Secretary

MARI PETROLEUM COMPANY LIMITED 21-Mauve Area, 3rd Road, G-10/4, Islamabad www.mpcl.com.pk

NOTICE OF BALLOT PAPER AND E-VOTING FACILITY

The members of Mari Petroleum Company Limited "the Company" are notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through notification dated December 05, 2022 issued by Securities and Exchange Commission of Pakistan (SECP), wherein SECP has directed all listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of the Company will be allowed to exercise their right to vote through electronic voting facility and voting by post for the special business in Extraordinary General Meeting (EOGM) to be held on June 23, 2023 at 10:00am in accordance with the requirements and subject to conditions contained in the aforesaid Regulations.

For the convenience of the members, ballot paper is annexed to this notice and the same is also available on the Company's website at www.mpcl.com.pkfor the download.

Muhammad Sajjad

Acting Company Secretary

Islamabad

June 16, 2023

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 (Registered email ID) available in the register of members of the Company by the close of business of June 15, 2023 by M/s Corplink (Private) Limited (being the 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 June 20, 2023, 09:00 a.m. and shall close on June 22, 2023 at 5:00 p.m.
4. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

Procedure for Voting Through Postal Ballot:

The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's registered address, at 21-Mauve Area, 3rd Road, G-10/4, Islamabad, or email at [e-mail] day before the EOGM on June 22, 2023, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

MARI PETROLEUM COMPANY LIMITED 21-Mauve Area, 3rd Road, G-10/4, Islamabad www.mpcl.com.pk

BALLOT PAPER FOR VOTING THROUGH POST

Ballot paper for voting through post for the Special Business at the Extraordinary General Meeting to be held on Friday, June 23, 2023 at 10:00am at 21 Mauve Area, 3rd Road, G-10/4, Islamabad

Name of shareholder/joint shareholders

Folio / CDC Account No.

Registered Address

Number of shares held and folio number

CNIC /Passport No. (In case of foreigner) - Copy to be attached.

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

Name of Authorized Signatory:

CNIC / Passport No. (in case of foreigner) of Authorized

Signatory - (copy to be attached)

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

(delete as appropriate);

Sr.	Nature and Description of resolution		No. of	I/We	I/We
No.			ordinary	assent to	dissent to
			shares for	the	the
			which	Resolution	Resolution
			votes cast	(FOR)	(AGAINST)
1.	RESOLUTION # 1
	a. Increase in Authorized Share Capital of the Company
	"RESOLVED THAT, the authorized share capital of Mari
	Petroleum Company Limited (the "Company") be and is hereby
	increased from Rs. 13,090,001,000 divided into 1,309,000,100
	ordinary shares of Rs. 10 each to Rs. 170,000,000,000 divided
	into 17,000,000,000 ordinary shares of Rs. 10 each."
	b. Alteration in the Authorized Share Capital in the
	Memorandum of Association
	"RESOLVED THAT, subject to requisite approvals and
	completion of all legal/regulatory formalities, the existing
	Clause V of the Memorandum of Association of the Company
	be substituted so as to read as follows;
	V. The Authorized Share Capital of the Company is Rs.
	170,000,000,000 (Rupees One Hundred and Seventy Billion
	only) divided into 17,000,000,000 ordinary shares of	Rs. 10

MARI PETROLEUM COMPANY LIMITED 21-Mauve Area, 3rd Road, G-10/4, Islamabad www.mpcl.com.pk

each, having the rights, privileges and conditions attaching thereto as provided in the Articles of the Company for the time being and approved by the members as and by way of a special resolution from time to time. The Company shall have the power

1. to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act and/or the Articles and/or applicable rules and regulations; (2) to increase and/or reduce the capital and to divide shares in the capital into several classes; and (3) to consolidate or subdivide the shares and to issue shares of higher or lower denominations."

c. Amendment in Article 5 of the Articles of Association

"RESOLVED THAT, in consequence of the substitution of Clause V of the Memorandum of Association of the Company, the existing Article 5 of the Articles of Association of the Company be substituted so as to read as follows:

5. The Authorized Share Capital of the Company is Rs. 170,000,000,000 (Rupees One Hundred and Seventy Billion only) divided into 17,000,000,000 ordinary shares of Rs. 10 each, having the rights, privileges and conditions attaching thereto as provided in the Articles of the Company for the time being. The Company shall have the power (1) to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act and/or the Articles and/or the applicable rules and regulations; (2) to increase and/or reduce the capital and to divide shares in the capital into several classes; and (3) to consolidate or subdivide the shares and to issue shares of higher or lower denominations.

FURTHER RESOLVED THAT, the shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares in all respects in conformity with the provisions of Section 85 of the Companies Act, 2017.

FURTHER RESOLVED THAT, the aforesaid alteration in the Memorandum and Articles of Association of the Company shall be subject to any amendment, modification, addition or deletion as may be required in accordance with the applicable laws and approval by the Managing Director/CEO which amendment, modification, addition or deletion shall be deemed part of this special resolution without the need for passing a fresh special resolution.

FURTHER RESOLVED THAT, the Managing Director/CEO and Company Secretary, singly or jointly, be and are hereby authorized to do all acts, deeds and things that may be required

MARI PETROLEUM COMPANY LIMITED 21-Mauve Area, 3rd Road, G-10/4, Islamabad www.mpcl.com.pk

to carry out the aforesaid purposes and to give full effect to the above resolutions."

2. RESOLUTION # 2

Amendment in Article 16 of the Articles of Association

"RESOLVED THAT, subject to requisite approvals and completion of all legal/regulatory formalities, the existing Article 16 of the Articles of Association of the Company be substituted so as to read as follows:

16. The Company may purchase or otherwise acquire any of its own shares as permitted under the corporate laws. However, the Company shall not purchase or otherwise acquire the shares of its holding company (if any), and the Company shall not except as permitted by Sections 86 and 87 of the Act give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of any shares of the Company or its holding company (if any) or give any loan upon the security of any shares of the Company or those of its holding company (if any).

FURTHER RESOLVED THAT, Managing Director/CEO and the Company Secretary, singly or jointly, be and are hereby authorized to do all acts, deeds and things, take or cause to be taken any action as may be necessary, incidental or consequential to give effect to this resolution.

3. RESOLUTION # 3

Circulation of Company's annual audited financial statements through QR enabled code and weblink

"RESOLVED THAT, the consent and approval of the members of Mari Petroleum Company Limited be and is hereby accorded and the Company be and is hereby authorized to circulate its annual audited financial statements to its members through QR enabled code and weblink as part of the notice of Annual General meeting.

FURTHER RESOLVED THAT, the Managing Director/CEO and Company Secretary, singly or jointly, be and are hereby authorized to do all acts, deeds and things, take or cause to be taken any action as may be necessary, incidental or consequential to give effect to this resolution."