Systems : Notice of Extraordinary General Meeting

Notice of Extraordinary General Meeting (EOGM) of Systems Limited

Notice is hereby given that pursuant to the order of Honorable Lahore High Court, dated 26 of June, 2023 passed in C.O. No. 43901/2023, an Extra Ordinary General Meeting (hereinafter the 'EOGM') of Systems Limited (hereinafter the 'Company' or 'SL') will be held on 18th of September, 2023, at 11 a.m., at registered office, E-1 Sehjpal, near DHA Phase VIII (Ex-Air Avenue), Lahore Cantt, Lahore, Punjab - Pakistan to transact following business:

1- Ordinary Business

To confirm the minutes of the previous Annual General Meeting of the Company held on 23rd May 2023.

2- Special Business

That pursuant to the Order of the Honorable Lahore High Court, Lahore dated June 26, 2023, passed in Petition bearing C.O. No. 43901/2023, to consider and if thought fit, to agree, to pass with or without modification, approve and adopt, the following resolution for approving the Scheme of Compromises, Arrangements and Reconstruction (the 'Scheme') as previously approved by the Board of Directors of the Company on June 21, 2023, in terms of which, inter alia, specific undertakings as envisaged in the Scheme (the "Transferred Assets") shall be demerged / separated from the Company and shall stand merged, by way of amalgamation, with and into Systems Ventures (Private) Limited, and simultaneously, Systems Ventures (Private) Limited shall issue shares to the Company in consideration and in exchange for the Transferred Assets in accordance of the terms thereof.

The resolutions to be passed by the requisite majority under Section 279 to 283 read with Section 285 of the Companies Act, 2017 are as under:

RESOLVED THAT the Scheme of Compromises, Arrangements and Reconstruction (the "Scheme"), placed before the meeting for consideration and approval, in terms of which, inter alia, specific undertakings as envisaged in the Scheme (the "Transferred Assets") shall be demerged / separated from Systems Limited (the "Company") and shall stand merged, by way of amalgamation, with and into Systems Ventures (Private) Limited ("SVPL"), and simultaneously, SVPL shall issue shares to the Company in consideration and in exchange for the Transferred Assets in accordance with the terms thereof (as defined and further detailed in the Scheme), be and hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the Honorable Lahore High Court, subject to sanction by the Honorable Lahore High Court at Lahore, in terms of the provisions of the Companies Act, 2017.

As per the aforementioned order of the Honourable Court, Mr. Muhammad Sarim Shahid, Advocate and Muhammad Almas, Advocate are appointed as Chairmen for the EOGM. The statements under Section 134(3) and Section 281 of the Companies Act, 2017 setting out the material facts are annexed herewith.

C. Other Business

To transact any other business that may be placed before the meeting with the permission of the Chair.

The Statement of Material Facts under Section 134(3) concerning the Special Business, Statement under Section 281 of the Companies Act, 2017, the Scheme and the Supplementary Audited Special Purpose Financial Statements of the Company for the period ended April 30, 2023 (available for inspection to any person entitled to attend the Extraordinary General Meeting, at the registered office of the Company, free of cost during normal office hours), are being circulated to the shareholders along with this notice of the Extraordinary General Meeting

By the Order of the Board

Ali Ahmed Iftikhar

Company Secretary

Lahore

Date: (28/08/2023)

NOTES:

1. The Share Transfer Books of the Company will remain closed from 12th of September, 2023, to 18th of September, 2023 (both days inclusive). Transfers received in order at the office of our Share Registrar/Transfer Agent Registrar M/s THK Associates (Pvt) Limited by the close of business on 17th of September, 2023, will be treated in time for the aforesaid purpose.
2. A member entitled to attend and vote may appoint another member as his/her proxy to attend and vote instead of him/her.
3. An individual beneficial owner of shares from CDC must bring his/her original CNIC or Passport, Account, and Participant's I.D. numbers to prove his/her identity. A representative of corporate members from CDC, must bring the Board of Directors' Resolution and/or Power of Attorney and the specimen signature of the nominee.
4. Copy of the Scheme ("Annexure A"), the Statement under Section 134(3) of the Companies Act, 2017, Supplementary Audited Financial Statements for the period ended April 30, 2023 of the Company along with copies of its Memorandum and Articles of Association (copies of the Audited Financial Statement, Memorandum and Articles of Association are available and may be obtained upon request by such persons from the registered office of the Company, free of cost during normal office hours ) and the High court order dated 26-06-2023 passed in C.O. No. 43901/2023 ("Annexure B") have been annexed to this circulation.

Online participation in the Meeting

1. For online participation in the Extraordinary General Meeting, the shareholders are requested to get themselves registered with the Company latest by 18th of September, 2023 till 10:45 a.m. through the following link:
   https://systemsltd.zoom.us/meeting/register/tZIkfuGgrT0uG93Z_prH1q5DbHl5i7s3bgia

The aforementioned link will redirect you to the registration page where you will have to provide the following information:

Full Name of	Company	CNIC Number	Folio / CDC A/c	**Email ID	** Mobile
Shareholder /			No.		Phone No.
Proxy Holder
	Systems
	Limited

**Shareholders/proxyholders are requested to provide active email addresses and mobile phone number. Login facility will be opened fifteen minutes before the meeting time to enable the participants to join the meeting after the identification process. Shareholders will be able to login and participate in the EOGM proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.

1. Shareholders will be encouraged to participate in the EOGM to consolidate their attendance and participation through proxies.

1. The shareholders who are registered after the necessary verification shall be provided a video link by the Company on the said email address. The login facility will remain open from start of the meeting till its proceedings are concluded.

5. Members are requested to notify their change of address, (if any) immediately to Company's Share

Registrar M/s THK Associates (Pvt) Limited.

PROCEDURE FOR ELECTRONIC VOTING FACILITY AND

VOTING THROUGH POSTAL BALLOT ON SPECIAL BUSINESS

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, SECP has directed all the 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 Systems Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Extraordinary General Meeting to be held on Monday, September 18, 2023, at 03.00 PM, in accordance with the requirements and subject to the 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.systemsltd.com for download

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 September 11, 2023.
2. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of CDC Share Registrar Services Limited (being the e- voting service provider).
3. Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.
4. E-Votinglines will start from September 13, 2023, 09:00 a.m. and shall close on September 17, 2023 at 5:00 p.m. 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:

1. 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 E-1, Sehjpal Road, Near DHA Phase-8(Ex-Air Avenue), Lahore or email at [e-mail] one day before the Extraordinary General Meeting on September 17, 2023, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

Systems Limited

POSTAL BALLOT PAPER

for voting through post for the Special Business at the Extraordinary General Meeting to be held on Monday, September 18, 2023, at 11:00 a.m. at E-1, Sehjpal Near DHA Phase-VIII,(Ex-Air Avenue), Lahore Cantt, Lahore.

Phone: [phone] Website: www.systemsltd.com.

Folio / CDS Account Number

Name of Shareholder / Proxy Holder

Registered Address

Number of shares Held

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)

Resolution For Agenda Item No. 2

That pursuant to the Order of the Honorable Lahore High Court, Lahore dated June 26, 2023, passed in Petition bearing C.O. No. 43901/2023, to consider and if thought fit, to agree, to pass with or without modification, approve and adopt, the following resolution for approving the Scheme of Compromises, Arrangements and Reconstruction (the 'Scheme') as previously approved by the Board of Directors of the Company on June 21, 2023, in terms of which, inter alia, specific undertakings as envisaged in the Scheme (the "Transferred Assets") shall be demerged / separated from the Company and shall stand merged, by way of amalgamation, with and into Systems Ventures (Private) Limited, and simultaneously, Systems Ventures (Private) Limited shall issue shares to the Company in consideration and in exchange for the Transferred Assets in accordance of the terms thereof.

The resolutions to be passed by the requisite majority under Section 279 to 283 read with Section 285 of the Companies Act, 2017 are as under:

RESOLVED THAT the Scheme of Compromises, Arrangements and Reconstruction (the "Scheme"), placed before the meeting for consideration and approval, in terms of which, inter alia, specific undertakings as envisaged in the Scheme (the "Transferred Assets") shall be demerged / separated from Systems Limited (the "Company") and shall stand merged, by way of amalgamation, with and into Systems Ventures (Private) Limited ("SVPL"), and simultaneously, SVPL shall issue shares to the Company in consideration and in exchange for the Transferred Assets in accordance with the terms thereof (as defined and further detailed in the Scheme), be and hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the Honorable Lahore High Court, subject to sanction by the Honorable Lahore High Court at Lahore, in terms of the provisions of the Companies Act, 2017.

As per the aforementioned order of the Honourable Court, Mr. Muhammad Sarim Shahid, Advocate and Muhammad Almas, Advocate are appointed as Chairmen for the EOGM. The statements under Section 134(3) and Section 281 of the Companies Act, 2017 setting out the material facts are annexed herewith.

Instructions For Poll

1. Please indicate your vote by ticking (√) the relevant box.
2. In case if both the boxes are marked as (√), you poll shall be treated as "Rejected".

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