Netsol Technologies : Procedure for E-Voting Facility & Voting Through Postal Ballot (After Publication)

NETSOL TECHNOLOGIES LIMITED

NetSol IT Village (So~ware Technology Park) Lahore Ring Road,

• Ghazi Road Interchange, Lahore Can., 54792. Pakistan Email:[e-mail],Web:www.netsolpk.com

NOTICE OF BALLOT PAPER AND E-VOTING FACILITY

The members of NETSOL Technologies Limited (the Company) are noti ed that pursuant to Companies (Postal Ballot) Regulations, 2018, 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 classi ed 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) of the Company to be held on Friday, June 23, 2023, at 10:00 a.m. in accordance with the requirements and subject to conditions contained in the aforesaid Regulations.

	By the order of the Board
Lahore	SEHRISH
Dated: June 16, 2023	Company Secretary

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 16, 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 lled 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 NetSol IT Village (Software Technology Park) Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt, or email at [e-mail] day before the EOGM i.e. June 22, 2023, by 5 P.M.

BALLOT PAPER FOR VOTING THROUGH POST

Ballot paper for voting through post for the Special Business at the Extraordinary General Meeting (EOGM) to be held on Friday, June 23, 2023 at 10:00 a.m. at Company's Registered Office, NetSol IT Village (Software Technology Park) Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt.

Name of shareholder/joint shareholders

Folio / CDC Account No.

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 (delete as appropriate);

			No. of	I/We assent	I/We dissent
Sr.	Nature and Description of Resolution		ordinary
	shares for	to the	to the
No.			which	Resolution	Resolution
			votes cast	(FOR)	(AGAINST)
1	Special Business
Agenda Item # 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
	modi cation, 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 le all requisite documents to the relevant
	authorities in this regard."
2	Agenda Item # 1(a):
	To consider and if thought t, to amend the Articles of Association of the
	Company and for this purpose to pass the following resolution as a Special
	Resolution:
	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 proPts 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.
3	Ordinary Business
Agenda Item # 2:
	To consider dissemination of annual audited nancial 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 modi cation:
	Resolved That:
	"Dissemination of information regarding annual audited	nancial
	statements to the shareholders through QR enabled code and web link as
	noti ed 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."

Instructions for the Poll

1. Please indicate your vote by ticking the relevant box.
2. In case both the boxes are marked, your poll shall be treated as"rejected".
3. The signature on the ballot paper shall match with the signature on CNIC. In case the signatures do not match, your poll shall be treated as"rejected".

Signature of Shareholder(s)

Place:

Date:

NOTES:

1. Duly lled postal ballot should be sent to the Chairman of the Board of Directors at Registered Office of the Company situated at NetSol IT Village (Software Technology Park) Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt., or email at [e-mail].

1. Copy of CNIC should be enclosed with the postal ballot form.
2. Postal ballot forms should reach the Chairman of the meeting on or before close of business (i.e. 5 p.m.) on June 22, 2023. Any postal ballot received after this date, will not be considered for voting.
3. Signature on postal ballot should match with signature on CNIC.
4. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
5. In case of representative of a body corporate, corporation or Federal Government, the ballot paper form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution / Power of Attorney / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017, as applicable, unless these have already been submitted along with Proxy Form. In case of foreign body corporate, all documents must be attested by the Consulate General of Pakistan having jurisdiction over the member.
6. Ballot paper form has also been uploaded on the website of the Company at www.netsolpk.com. Members may download the Ballot Paper from the website or use an original / photocopy published in newspapers.

"BUSINESS RECORDER SIMULTANEOUSLY PUBLISHED FROM LHR/

ISB/KHI (Nationwide Circulation) ON

Friday June 16, 2023"

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