Netsol Technologies : Notice of Extraordinary General Meeting (After Published)

NETSOL TECHNOLOGIES LIMITED

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

JUNE 23, 2023

NETSOL IT VILLAGE, (SOFTWARE TECHNOLOGY PARK), LAHORE RING ROAD, GHAZI ROAD INTERCHANGE, LAHORE CANTT-54792, PAKISTAN.

PHONE NOs. [phone]-00,35727096-97 FAX NO: + 92 42 35701046 & 35726740

www.netsolpk.com

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NETSOL TECHNOLOGIES LIMITED

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extra‐Ordinary General ("EOGM") Meeting of NETSOL Technologies Limited (the "Company") will be held on Friday, June 23, 2023 at 10:00 A.M at the Registered Office of the Company situated at NetSol IT Village (Software Technology Park) Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt., and through vide link facility to transact the following business:

Special Business

1. To consider and approve, an increase in the authorized share capital of the Company from Rs. 1.5 billion to Rs. 9 billion as recommended by the Board of Directors and pass the following special resolution with or without any modification, addition or deletion:

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. 9,000,000,000 divided into 900,000,000 ordinary shares of Rs.10 each by creation of 750,000,000 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. 9,000,000,000/‐ (Rupees Nine billion only) divided into 900,000,000 (Nine 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. 9,000,000,000/‐ (Rupees Nine billion only) divided into 900,000,000 (Nine 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."

Statement of material facts under Section 134(3) of the Companies Act, 2017 relating to the Special Business is annexed to the Notice of EOGM.

Ordinary Business

2. To consider dissemination of annual audited financial statements through QR enabled code and web link instead of transmitting the same in the form of CD/DVD/USB and approve the following resolution as a ordinary resolution with or without modification:

Resolved That:

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NETSOL TECHNOLOGIES LIMITED

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

"Dissemination of information regarding annual audited financial statements to the shareholders through QR enabled code and web link as notified by the Securities and Exchange Commission of Pakistan vide its SRO 389(I)/2023 dated March 21, 2023 be and hereby approved while considering technological advancement and of old technology becoming obsolete, the circulation of annual statements through CD/DVD/USB be discontinued."

By Order of the Board

________________

SEHRISH

Company Secretary

Lahore

June 02, 2023

NOTE:

1. Share transfer books of the Company will remain closed from June 17, 2023 to June 23, 2023 (both days inclusive). Physical/ CDC transfers received in order at the Shares Registrar, M/s Vision Consulting Ltd., 3‐ C, LDA Flats, Lawrence Road, Lahore Tel: [phone] and Fax: [phone] by the close of business on June 16, 2023 will be treated in time for attending and vote at the meeting.
2. Shareholders are requested to notify the change of address, if any.
3. Participation in the EOGM
   Pursuant to the requirement of Securities and Exchange Commission of Pakistan (SECP), Shareholders may wish to participate virtually in the EOGM. For this purpose, the shareholders are requested to visit company's website for registration.
   In case of any queries, please feel free to email at: [e-mail]
   Please note that registration for the meeting shall close at 09:30 am on June 23, 2023 after which participants / shareholders shall be unable to register for the meeting. Any and all participants / shareholders who would have registered within the prescribed timeline shall receive a meeting link and shall be able to access the meeting therefore, the Company emphasizes on timely registrations.
4. A member entitled to attend and vote at the general meeting may appoint another member as his/her proxy to attend and vote on his/her behalf through video link and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the Extra General Meeting as are available to a Member. In order to be effective, proxies, complete in all respect, must be received at the registered office of the Company not less than 48 hours before the scheduled time of the meeting. Proxy Form in English and Urdu languages is attached herewith.
5. CDC account holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan in Circular 1 dated January 26, 2000:

1. For Attending the Meeting:
2. 1. In case of individuals, the account holder or sub‐account holder and/or the persons whose shares are in group accounts and their registration details are uploaded as per CDC regulations shall authenticate their identity by showing their original computerized national identity cards (CNICs) or original passport at the time of attending the meeting.

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