Thal : Notice of Extraordinary General Meeting

TL/2022/3522

November 18, 2022

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road,

Karachi-74000

NOTICE OF EXTRAORDINARY GENERAL MEETING

Dear Sir,

In pursuance of clause 5.6.9(b) of PSX Regulations please find attached herewith a copy of the notice of Extraordinary General Meeting of Thal Limited, to be held on Tuesday December 13, 2022 at 4:00 PM at Jinnah Auditorium, The Institute of Bankers Pakistan, Moulvi Tamizuddin Khan Road, Karachi.

You may please inform the TRE Certificate Holders of the exchange accordingly.

Yours faithfully,

For Thal Limited

Salman Khalid

Company Secretary

Cc:	Executive Director / HOD
	Offsite-II Department,
	Supervision Division,
	Securities and Exchange Commission of Pakistan
	63, NIC Building, Jinnah Avenue
	Blue Area, Islamabad
	Pakistan

Thal Limited

Notice of Extraordinary General Meeting

to be held on Tuesday December 13, 2022 at 4.00 pm

at The Institute of Bankers Pakistan, M.T. Khan Road, Karachi.

Thal Limited

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting ("EOGM") of THAL LIMITED will be held on Tuesday, December 13, 2022 at 4 p.m. via video link and in person at Jinnah Auditorium of The Institute of Bankers Pakistan, Moulvi Tamizuddin Khan Road, Karachi, to transact the Special Business of considering and if thought fit, approving an investment under section 199 of the Companies Act 2017 in its associated company, Thal Boshoku Pakistan (Private) Limited by subscribing upto =55,000,000= ordinary shares of Rs. 10 each in the proposed rights issue of =100,000,000= ordinary shares of Thal Boshoku Pakistan (Private) Limited, whereupon the Company shall increase its investment to Rs. 929,500,000/- (Nine hundred twenty nine million five hundred thousand only).

RESOLVED as and by way of Special Resolution THAT the Company do make a further investment in its associated company Thal Boshoku Pakistan (Private) Limited by subscribing to the Company's proportionate share of the proposed rights issue of =100,000,000=ordinary shares of Thal Boshoku Pakistan (Private) Limited, that is, an investment of Rs. 550,000,000/- (Rupees Five hundred fifty million only) for =55,000,000= ordinary shares of Rs. 10 each, thereby continuing to maintain the Company's current shareholding of 55% in the share capital of Thal Boshoku Pakistan (Private) Limited, all on such terms and subject to such conditions as may be determined by the Board of Directors of the Company or by such person or persons as may be authorised by the Board of Directors of the Company, with each such person as may be authorised by the Board of Directors of the Company being authorised to do all such acts, deeds and things and to execute and deliver all such documents, agreements, declarations, undertakings for and on behalf of and in the name of the Company as may be necessary or required or as they or any of them may think fit for or in connection with the investment aforesaid, including without limiting the generality of the foregoing the preparation, finalization, execution and delivery of all agreements, deeds and other undertakings.

A statement under Section 134(3) of the Companies Act 2017 relating to the aforesaid Special Business to be transacted at the said Extraordinary General Meeting is attached.

By Order of the Board

(Salman Khalid)

Company Secretary

Karachi.

Dated: November 16, 2022

Thal Limited

NOTES:

1. Participation in the EOGM proceeding via the video conference facility

In light of the continuing threats posed due to COVID-19 pandemic and to protect wellbeing of the shareholders, the Securities and Exchange Commission of Pakistan ("SECP") has, vide its Circulars issued from time to time, directed the listed companies to hold their general meetings virtually in addition to the requirements of holding physical meetings. In order to facilitate the shareholders, the Company in addition to convening a physical meeting has also arranged attendance of shareholder virtually via video link facility.

The shareholders interested in attending the EOGM virtually are requested to get themselves registered by sending their following particulars at the designated email address [e-mail] for their appointment and proxy's verification by close of business on December 09, 2022. The log-in credentials and link to participate in the EOGM would be provided to the registered shareholders.

Shareholder	Folio/CDC No.	CNIC Number	Cell Number	Registered
Name	Email Address

As always, Thal Limited intends, and undertakes, to hold the captioned meeting in compliance with all applicable laws while ensuring the safety of its shareholders, employees, directors and the public at large.

Video conference link details and login credentials will be shared with ONLY those shareholders, whose particulars are received on or before December 09, 2022, from their registered email addresses. The shareholders can also provide their comments and questions for the agenda item of the EOGM on [e-mail] by December 09, 2022.

1. Closure of Share Transfer Books
   The Share Transfer Books of the Company will be closed from December 06, 2022 to December 13, 2022 (both days inclusive) for the purpose of the EOGM. Transfer requests received by our Share Registrar, M/S. FAMCO Associates (Private) Ltd., 8-F, next to Hotel Faran, Nursery, Block-6, PECHS, Sharah-e-Faisal Karachi. Tel: [phone](Ext-103) Fax: [phone] at the close of business on December 05, 2022 will be treated in time for the purpose of the EOGM.
2. Proxy
   A member entitled to attend and vote at this EOGM is entitled to appoint a Proxy to attend, speak and vote in his/her place at the Meeting. A 'Proxy Form' appointing a proxy must be deposited at the Registered Office of the Company or at the above-mentioned address of Company's Share Registrar at least forty-eight hours before the time of the meeting along with the copy of CNIC of Proxy. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee along with his/her copy of CNIC shall be provided at least 48 hours before the time of the meeting. The Form of Proxy in English and Urdu is attached with this Notice and should be witnessed by two persons whose names, addresses and CNIC numbers should be mentioned on the Forms. The Form of Proxy is also available on the Company's website (www.thallimited.com).
3. Updating of particulars
   The shareholders are requested to promptly notify change in their address, if any, to the Company's Share Registrar. In case of corporate entity, the shareholders are requested to promptly notify change in their particulars of their authorized representative, if applicable.
4. Submission of copies of CNIC not provided earlier
   Individual shareholders are once again reminded to submit a copy of their valid CNIC, if not provided earlier to the Company's Share Registrar, FAMCO Associates (Private) Limited. In case of non-availability of a valid copy of the shareholders' CNIC in the records of the Company, the company shall withhold the dividend under the provisions of Section 243 of the Companies Act 2017.