Cnergyico PK : Notice of Extraordinary General Meeting - Prior to Publication

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Notice of Extraordinary General

Meeting Cnergyico Pk Limited

No�ce is hereby given that the Extraordinary General Mee�ng ("Meeting") of Cnergyico Pk Limited will be held on Monday, 25th July 2022 at 10:30 am at Jasmine Hall, Beach Luxury Hotel, Lalazar, Karachi, to transact the following ordinary business:

ORDINARY BUSINESS

1. To confirm the minutes of the 27th Annual General Mee�ng of the Company held on 27th October 2021.
2. To elect 07 directors of the Company as fixed by the Board of Directors pursuant to Sec�on 159(1) of the Companies Act, 2017 (the "Act") for a term of three years. The following re�ring directors are eligible for re-elec�on:
3. 1. Mr. Amir Abbassciy;
   2. Mr. Mohammad Wasi Khan;
   3. Syed Arshad Raza;
   4. Mr. Amir Waheed Ahmed;
   5. Mr. Muhammad Usama Qureshi;
   6. Mrs. Uzma Abbasi; and
   7. Syed Hasan Zaidi.
4. To transact any other business with the permission of the Chair

By Order of the Board
Majid Muqtadir	4th July 2022
Company Secretary	Karachi
NOTES:

Closure of Share Transfer Books

The register of members and the share transfer books of the Company will remain closed from Monday, 18th July 2022 un�l Monday, 25th July 2022 (both days inclusive).

Par�cipa�on in the Mee�ng

Only persons whose names appear in the register of members of the Company as on Friday, 15th July 2022, are en�tled to a�end, par�cipate in, and vote at the Mee�ng.

A member en�tled to a�end and vote may appoint another member as proxy to a�end and vote on his / her behalf, however, for the purpose of E-Vo�ng a non-member may also be appointed and act as proxy. Proxies must be received at the registered office of the Company not less than 48 hours before the �me for holding the Mee�ng.

Guidelines for Central Depository Company of Pakistan Limited ("CDC") Account Holders

CDC account holders should comply with the following guidelines of the SECP:

For A�endance

1. Individuals should be account holder(s) or sub-account holder(s) and their registra�on details should be uploaded according to CDC regula�ons and must establish their iden�ty at the �me of the Mee�ng by presen�ng their original Computerized Na�onal Iden�ty Card ("CNIC") or passport.

1. Unless provided earlier, corporate en��es must at the �me of the Mee�ng produce a cer�fied copy of a resolu�on of their Board of Directors or a Power of A�orney, bearing the specimen signature of the a�orney.

For Appoin�ng Proxies

1. Individuals should be account holder(s) or sub-account holder(s) whose registra�on details should be uploaded according to CDC regula�ons and their proxy forms must be submi�ed at the registered office of the Company not less than 48 hours before the �me for holding the Mee�ng.
2. The proxy form must be a�ested by two persons whose names, addresses, and CNIC numbers must be specified therein.
3. A�ested copies of the CNIC or passport of the beneficial owner and the proxy must be provided along with the form of proxy.
4. Proxies must at the �me of the Mee�ng produce their original CNIC or passport.
5. Unless provided earlier, corporate en��es must at the �me of the Mee�ng produce a cer�fied copy of a resolu�on of their Board of Directors or a Power of A�orney, bearing the specimen signature of the a�orney.

Conversion of Physical Shares Into Book-entry-form

The Securi�es and Exchange Commission of Pakistan ('SECP'), vide its le�er bearing No. CSD/ED/Misc./ 2016-639-640 dated 26th March 2021, has advised all listed companies to pursue their shareholders who s�ll hold shares in physical form, for conver�ng the same into book-entry-form. For this purpose, the shareholders shall be required to open an account with either Central Depository Company of Pakistan or any Trading Rights En�tlement Cer�ficate Holder (Securi�es Broker) of the Pakistan Stock Exchange Limited.

In view of the above and as advised by SECP, the shareholders who hold physical shares are requested to arrange to convert the same into book-entry-form.

Video Conference Facility

Members can also avail video conference facility at Lahore and Islamabad. In this regard, please fill the requisite form (available on Company's website www.cnergyico.com) and submit to registered address of the Company 10 days before

holding of the Mee�ng.

If the Company receives consent from members holding in aggregate 10% or more shareholding residing at a geographical loca�on, to par�cipate in the Mee�ng through video conference at least 10 days prior to date of the Mee�ng, the Company will arrange video conference facility in the city subject to availability of such facility in that city.

The Company will in�mate members regarding venue of video conference facility at least 5 days before the date of the Mee�ng along with complete informa�on necessary to enable them to access the facility.

No�ce of Inten�on by Persons Seeking to Contest the Elec�on of Directors

Any person who seeks to contest the elec�on of Directors, must be a member of the Company at the �me of filing his / her consent for contes�ng elec�on of directors except a person represen�ng a member, which is not a natural person. He / she

shall file at the Registered Office of the Company, not later than fourteen days before the date of the EGM, a no�ce of his/ her inten�ons to offer himself / herself for Elec�on of Director in terms of Sec�on 159(3) of the Act, together with:

1. Form 28 - Consent to act as director prescribed under sec�on 167 of the Act;
2. A detailed profile as required under SECP's SRO 25 (1) 2012, dated 16th January 2012; and
3. Declara�on confirming that:
4. 1. He / she is member of the company and in the case of having physical shares will men�on folio number and in case of member, who has deposited his / her shares into CDC will men�on Par�cipant ID number and the account number maintained with the member of stock exchange,
   2. His / her name is borne in the register of na�onal tax payers (except where he / she is a non-resident) men�oning NTN number,
   3. He / she has not defaulted in payment of any loan to a banking company, a DFI or an NBFl or being a member of stock exchange has not been declared as a defaulter by that stock exchange,
   4. He / she is not ineligible to become a director of a listed company under any applicable laws and regua�ons,
   5. He / she is aware of du�es and powers as director under the relevant laws, Memorandum & Ar�cles of Associa�on of the Company and lis�ng regula�ons of Pakistan Stock Exchange Limited,
   6. He / she is not engaged in the business of brokerage, or is not a spouse of such person or is not a sponsor, director or officer of a corporate brokerage house, and
   7. He / she is not serving as a director in more than seven (7) listed companies including this company excluding directorship in listed subsidiaries of listed holding companies.
5. In case of independent directors, a separate declara�on of Independence in terms of Sec�on 166(2) of the Act as required under the Listed Companies (Code of Corporate Governance) Regula�ons, 2019.

Pursuant to Companies (Postal Ballot) Regula�ons, 2018, for the purpose of elec�on of Directors and for any other agenda item subject to the requirements of Sec�on 143 and 144 of the Act members will be allowed to exercise their right of vote through postal ballot, that is vo�ng by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regula�ons.

Statement of Material Facts under Sec�on 166(3) of the Act in respect of Elec�on of Directors

Independent Directors will be elected through the process of elec�on of directors in terms of Sec�on 159 of the Act and they shall meet the criteria laid down under Sec�on 166(2) of the Act.

The present directors are interested to the extent that they are eligible for re-elec�on as Directors of the Company.

The No�ce of Mee�ng has been placed on the Company's website www.cnergyico.com in addi�on to its dispatch to the shareholders.