Bannu Woollen Mills : CERTIFIED COPY OF THE RESOLUTIONS PASSED IN EXTRAORDINARY GENERAL MEETING HELD ON MARCH 27, 2024

BIBOJEE GROUP

Bannu Woollen Mills Limited

Oflice & Mills

D.r.KrrAN ROAD, BAINU - 28100 K.P.K (PAKTSTAI)

PIIONES: [phone], 613150, 61227 4, 611157 Fax: [phone]

[e-mail] & [e-mail]

BWM/Secy /24/1653

The General Manager,

Pakistan Stock Exchange Limited, Stock Exchange Building,

Stock Exchange Road,

Karachi.

PUCAR / CourierDated: March 27,2024

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Subject:

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EXTARY

GEN

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2024

Dear Sir,

ln comptiance with tisting regutations, ptease find enctosed copy of the Resotutions passed by the Members in Extra Ordinary General Meeting of the Company hetd on March 27,2024. Minutes of the meeting witt be transmitted within stipulated time.

you may circutate the same amongst the TRE Certificate Hotders of the Exchange accordingly.

Yours Sincerety,

+=

tmht Khan

Company SecretarY

Enct: As above

PESHAWAR OFFICE: Deans Trade Centre,

T.F. 't45 & 146, Saddar Road, Peshawar Cantt.

Tel: [phone]

RAWALPINDI OFFICE: 400/2 Gammon House, Peshawar Road, Rawalpindi Canft.

Tel: (051 ) 5477831, 8317045-46 E^... /nE4 CraaE44

LAHORE OFFIGE: 2nd Floor,

Gardee Trust (Super Height) Building' Napier Road, Lahore.

Tel: (M2) 37 357 544, 37231691, 37 232691 Eaw, /oA2 aTaqR?78

KARACHIOFFICE: F-3, Hub Chowki Road, S. l.T. E, Karachi-7 57 30 Tel: [phone] Fax [phone]

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Bannu Woollen Mills Ltd. Bannu

EXTRACTS OF MINUTES AND RESOLUTIONS PASSED AT EXTRA ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF BANNU WOOLLEN MILLS LIMITED HELD ON WEDNESDAY MARCH 27, 2024 AT 09:00 A.M. AT REGISTERED OFFICE OF THE COMPANY, BANNU WOOLLEN MILLS LIMITED, D. I. KHAN ROAD, BANNU

AGENDA

EM NO. A

,f""

To confirm minutes of the 63'd Annual General Meeting of the Company held on October 23,2023.

The fol,towing resolution was adopted and passed as ordinary resolution by the

sharehotders of the Company:

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.RESOLVED THAT the minutes of the Annual Genera[ Meeting of the Sharehotders of Bannu Wootten Mitts Limited hetd on October 73,2073 be and are hereby confirmed."

AGENDA ITEM NO. B

The fottowing resolutions were adopted and passed as Special resolutions by the sharehotders of the Company:

1.

I

rties

usinth end 2021

passins the followinq speciaI resolution:

"RESOLVED THAT the transactions with the retated parities as disctosed in the note 38.5 of the annuat audited Financial Statements of the Company for the year ended June 30, 2O?-1, and atso specified in the Statement of Material lnformation under Section 134(3) of the Companies Act, 2017 (the Act), be and are hereby approved and ratified. "

,,FURTHER RESOLVED THAT the Chief Executive or company secretary of the company be and are, hereby authorized to comptete atl, the requisite [ega[ and other corporate formatities with regard to this matter on behal.f of the Company and to do att such acts, deeds, matters and things, as may be deemed necessary and beneficia[ for the company in this regard."

,,FURTHER RESOLVED THAT the Authorized Officers, be and are hereby jointty or severatty authorized to take any further modifications/amendments/corrections in these Special, Resotutions at a later stage if pointed out by Securities & Exchange Commission of Pakistan (SECP) and to take such other steps, execute such other documents and make necessary corporate and other fitings as may be necessary or expedient for the purpose of giving effect to the above Speciat Resotutions and at[ other matters incidental or ancittary thereto."

2. To aporove all transactions carried out

to be carried out bv the comoanv and the oarties in its ordin arv course of business for the vear endin s June t

PESI{AWAR OFFIGE:

LAIIORE OFFIGE:

Fax [phone]

Tel: (051) *17831, 8317045.4'6 Fax (051) il77511

Tel: (0t12) 37357 W, 37231691, S7z12ffti Fax [phone]

KARAGHI OFFIGET Tel: (02{) 32556901-{0 Fax [phone]

Bannu Woollen Mills Ltd- Bannu

"RESOLVED THAT the Chief Financial Officer of the Company be and is hereby authorized to approve att the transactions carried out and to be carried out in normal course of business with associated companies / retated parties during the year ending June 30, 2024 and in this connection, the Chief Financial Officer be and is hereby atso authorized to take any and at[ necessary actions and sign/ execute any and at[ such documents/ indentures as rnay be required in this regard on behatf of the Company."

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3. To increase the limit from Rs. 12.5 [[ion to Rs. 25 mitlion of transacti ons entered into bv the comDanv and the related oarties in its ordinarv course of business bv passinq the followins soeciaI resolution: i. "RESOLVED THAT the existing approved timit of Rs.12.500 mittion, with regard to transactions amongst the Associated Companies, which fall under 'normal trade transactions and certain other retated transactions not fatting under the purview of section 199 of the Act, be and is hereby increased to Rs. 25 mittion, and the Board is hereby, further authorized to approve att the retated party transactions faLting under the purview of Section 208 of the Act subject to the terms and conditions laid down in the said section. ."

• ii. "FURTHER RESOLVED THAT the Chief Executive Officer or the Company

  Secretary of the Company be and are, hereby authorized to comptete atl necessary tegat and other corporate formatities with regard to this matter and to do atl such acts, deeds, matters and things, as may be deemed necessary and beneficial for the Company in this regard. "

• iii. "FURTHER RESOLVED THAT atl acts, deeds, and things done by the Authorized

  Officers pursuant to the above Resotutions for and on behatf of and in the name of the Company shatt be binding acts, deeds and things done by the Company. "

• iv. "FURTHER RESOLVED THAT the Chief Executive Officer or Secretary, be and are hereby jointty or severatly authorized to make any modifications/ amendmbnts/corrections at a later stage if pointed out by the Securities & Exchange Commission of Pakistan (SECP) and to take such other steps, execute such other documents and make necessary corporate and other fitings as may be necessary or expedient for the purpose of giving effect to the above resotutions and atl other matters incidental or ancittary thereto."

4. Alterations/ Amendments of the Memorandum and Articles Association of the eemparyi

To alter/amend (a) the Memorandum of Association (the "Memorandum"), and (b) the Artictes of Association (the "Artictes"), of the Company, in order to update the same in conformity with the provisions of the Companies Act, 7017:

A. Alteration/Amendme of the Memorandum

(i) "RESOLVED THAT, subject to confirmation of the Securities and Exchange Commission of Fakistan:

['?#r:L1H:rt]ff"t8f illlt tn" Memorandum be amended to read u'v'n'ieut

(

PESHAWAR OFFIGE:

tAllORE OFFIGET

KARAGHI OFFIGE:

Fax (09{} 5272OOi

Tel: (051) *77831,831704546 Fax (051) il77511

Tel: [phone], 3723{ 69{, 37232691 Fax [phone]

Tel: [phone]

Fax (021) 325fi911-12

BGA'EE Gfi,O{JP

t- i=l

Bunnu Woollen Mills Ltd- Bannu

(i) The principaL tine of business of the Company shatl be to erect, maintain, atter, extend and purchase ptant, machinery, apparatus, hand looms, power [ooms, and other textite machinery for the purpose of manufacturing, ginning, preparing, combing, spinning, weaving, bteaching, dyeing, mercerizing, printing,-knitting, doubl,ing, finishing, calendaring, processing, buying, setting, importing, expoiting, trading (as whotesaters and retaiters) or otherwise deating in and wbrking any of the fabrics and materiats including woot, cotton, jute, hemps, sitk, aitificial sitk, lawn, polyester, synthetic fiber, yarn, ctoth, [inen, canvas, hosiery, carpets and other goods or merchandise made thereof; and to carry on' the business of manufacturers, sizers, spinners; weavers, ginners, prersers, doubters, packers baters, traders, retaiters, whotesaters, exporters of woot, cotton, jute, sitk, hemps, artificiat sitk, [inen, lawn, potyester, synthetic fiber and any other fibrous material used in textite and the cuttivation thereof.

*4

(b) The existing object sub-Clauses (2) to (12) of Ctause lll of the Memoran"dum of

Association shatl be deleted. {

*

(c) The fottowing n,ew sub-Ctauses (ii), (iii) and (iv) of Clause lll of the Memorandum shatt be added, to read as under:-

(ii) Except for the business mentioned in sub-ctause (iii) hereunder, the Company may engage in att the tawful, business and shatt be authorised to take atl necessary steps and actions in connection therewith and ancitlary thereto.

(iii) Notwithstanding anything contained in the forgoing sub-ctauses of this ctause, nothing contained herein shatt be construed as empowering the Company to undertake or indutge, directty or indirectty in the business of a Banking Company, Non-Banking Finance Company (Mutuat Fund, Leasing, lnvestment Company, lnvestment Advisor, Rea[ Estate lnvestment Trust management company, Housing Finance Company, Venture Capitat Company, Discounting Services, Microfinance or Microcredit business), lnsurance Business, Modaraba management company, Stock Brokerage business, forex, reat estate business, managing agency, business of providing the services of security guards or any other business restricted under any [aw for the time being in force or as may be specified by the Commission.

(iv) lt is hereby undertaken that the Company shatl not:

(a) engage in any of the business mentioned in sub-ctause (iii) above or any untawful operation;

(b) taunch mutti-levet marketing (MLM), Pyramid and Ponzi Schemes, or other retated activities/business or any tottery business;

(c) engage in any of the permissible business untess the requisite approval, permission, consent or [icence is obtained from competent authority as may be required under any law for the time being in force.

(d) the existing Clause V of the Memorandum be substituted to read as under:-

(
PESHAWAR OFFIGE:	RAWALPINDI OFFIGE:	I.AIIORE OFFIGE:	KARACHI OFFIGE:
Tel: [phone], 52867il	Tel: (051) il77831, 831704546	Tel : [phone] W, 37 231 691, 37 232691	Tel: [phone]
Fax [phone]	Fax [phone]
Far [phone]	Fax [phone]

Woollen Mills Ltd- ,Bannu

V. The authorized Share Capital of the Company is Rs.200,000,000 (Rupees two hundred mittion onty) divided into 20,000,000 (Twenty mittion) ordinary shares of Rs.10/- (Rupees ten) each.

(e) the Revised.Memorandum be and is hereby affirmed as the revised Memorandum of Association of the Company.

(f) the aforesaid atteration in the Memorandum of Association of the Company shatl, be subject to any amendment, modification, addition or detetion as may be, deemed appropriate by the authorized person or as may be suggested, directed and advised by the Commission which suggestion, direction and advice shatt be deemed to have been approved as part of the passed 'speciat Resotution'.

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B. Alteratio n/Amendments of the Articles of Association (ii) "FURTHER RESOLVED THAT:

(a) the existing Articles of Association be substituted with the Revised Arti.ctes, as shared along with the notice of EOGM to the sharehotders showing comparison in the otd and revised articfes, so as to update the same in conformity with the provisions of the Act.

. Company.

(b) the Revised Artictes be affirmed as the new revised of Association of the

(iii) "FURTHER RESOLVED THAT Mr. Azmat Khan, Company Secretary of the Company be and is hereby authorized to do atl acts, deeds and things, take any and at[ necessary steps, to futfitt the [ega[, corporate and procedura[ formatities and fite att necessary documents/returns as he deemed necessary in this behatf and the matters ancittary thereto. "

CERTIFIED TRUE COPY

It is certified that the above resotutions were duty passed at the Extra Ordinary General Meeting of the Company hetd on March 27, 2024.

For and on the behatf of

Bannu Woollen Mitts Limited

A

Azmat Khan Company Secretary

PESHAWAR OFFIGE:

RAWALPIT{DI OFFIGE:I.AIIORE OFFIGE:

Tel: [phone]

Fax [phone]

Tel: (051) il77831, 831 7045.{0 Fax (051) il77511

Tel: [phone] W, 37 231691, 37 292691

Fax [phone]

KARACHI OFFIGET Tel: (02{) 32556901-10 Fax: (021) ?2556911-12