Netsol Technologies : Certified Copy of Form 26 (Special Resolution) and Form 07 Dated 2023-06-2023

8/15/23, 5:24 PM

Form 26

https://eservices.secp.gov.pk/eServices/XFDLControllerServlet?pwsBounce=pws5880271375134761018

1/1

(A N N E X U R E - I)

S P E C I A L R E S O L U T I O N # 1

Resolved That:

"Pursuant to Section 85 and all other applicable provisions of the Companies Act, 2017, the Authorized Capital of the Company be and is hereby increased from Rs. 1,500,000,000 divided into 150,000,000 ordinary shares of Rs.10 each to Rs. 2,000,000,000 divided into 200,000,000 ordinary shares of Rs.10 each by creation of 50,000,000 additional ordinary shares of Rs.10/‐ each of the Company and for that purpose Clause V of the Memorandum of Association and Article 4 of the Articles of Association of the Company be and are hereby accordingly amended to read as under:

Clause V of the Memorandum of Association:

The Authorized Capital of the Company is Rs. 2,000,000,000/‐ (Rupees Two billion only) divided into 200,000,000 (Two Hundred million) ordinary shares of Rs. 10/‐ (Rupees Ten only) each, with powers to increase and reduce the capital for the time being into several classes in accordance with the provision of the Companies Act, 2017.

Article 4 of the Articles of Association:

The Authorized capital of the Company is Rs. 2,000,000,000/‐ (Rupees Two billion only) divided into 200,000,000 (Two Hundred million) ordinary shares of Rs. 10/‐ (Rupees ten only) each with powers to increase, reduce, consolidate, sub‐ divided or otherwise reorganize the share capital of the Company.

Further resolved that:

"The additional shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares in all respects/matters in conformity with the provisions of the Companies Act, 2017."

Further resolved that:

"Company Secretary and/or the Chief Executive Officer of the Company be and are hereby singly authorized to do all acts, deeds and things, take all necessary steps and decisions to obtain all approvals required, if any, and to sign, execute, deliver, and file all requisite documents to the relevant authorities in this regard."

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8/16/23, 3:37 PM

Form 26

https://eservices.secp.gov.pk/eServices/XFDLControllerServlet?pwsBounce=pws6543688473149551630

1/1

(A N N E X U R E - I)

S P E C I A L R E S O L U T I O N # 1(a)

Resolved That:

"Approval be and is hereby given to amend the existing Article 83 of the Articles of Association by substituting with the following:

Capitalization of Reserve

Article #83

The Board of Directors may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of any reserve or other fund or in the hands of the Company and available for dividend (or representing premiums received on the issue of shares and standing to the credit of the shares premium account) be capitalized and distributed amongst such of the shareholders as would 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 capitalized fund be applied on behalf of such shareholders in paying up in full, any un issued shares, debentures or debenture‐stock of the Company which shall be distributed accordingly and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum.

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