Dawood Lawrencepur : Notice of Annual General Meeting

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NOTICE OF 74th

ANNUAL GENERAL MEETING

NOTICE OF 74th ANNUAL GENERAL MEETING

Notice is hereby given that 74th Annual General Meeting (AGM) of the shareholders of Dawood Lawrencepur Limited (the "Company") will be held on Wednesday, May 29, 2024 at 11:00 AM at Karachi School for Business Leadership (KSBL) situated at National Stadium Road, opp. Liaquat National Hospital, Karachi - 74800 and via video link facility to transact the following businesses:

1. ORDINARY BUSINESS:
   1. To receive, consider and adopt the Audited Unconsolidated and Consolidated Financial Statements of the Company for the year ended December 31, 2023 together with the Auditors' and Directors' Reports thereon and the Review Report of the Chairman.
   In accordance with Section 223 of the Companies Act, 2017 and SECP S.R.O. No. 389(I)/2023 dated March 21, 2023, the annual audited financial statements of the Company have been uploaded on the website of the Company which can be accessed using the following weblink and QR enabled code:

https://dawoodlawrencepur.com/investor-information/

1. 1. To appoint Auditors and to fix their remuneration. The members are hereby notified that the Board and the Audit Committee have recommended the reappointment of Messrs. A. F. Ferguson & Co. (Chartered Accountants), as auditors of the Company.
2. SPECIAL BUSINESS:
3. 1. To consider and if deemed fit, to pass the following resolutions as special resolution as required under Section 199 of the Companies Act, 2017 for renewal of the Subordinated Loan Facility of up to PKR 300 million provided to M/s Tenaga Generasi Limited (TGL), a subsidiary of the Company:
      "RESOLVED that approval of the Members of Dawood Lawrencepur Limited (the Company) be and is hereby granted in terms of Section 199 of the Companies Act, 2017 and all other applicable laws, for renewal of the Subordinated Loan Facility of up to PKR 300 million provided by the Company to its subsidiary, M/s Tenaga Generasi Limited (TGL) for a period of further one year, as per the terms and conditions disclosed to the Members.
      FURTHER RESOLVED that for the purpose of giving effect to this special resolution, any two of the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary of the Company be and are hereby authorized jointly to take all necessary actions and do all acts, deeds and things including execution of documents and agreements for the purposes of implementing the aforesaid resolution."
   2. To consider, if deemed fit, approve by way of special resolution, approval for the sale of 102,600,000 shares constituting 100% of the issued and paid up capital of Reon Energy Limited ("REL"), a wholly owned subsidiary of Dawood Lawrencepur Limited (the Company), to Juniper International FZ LLC for an amount equivalent to PKR 100,000,000/- (Pak Rupees One Hundred Million), in accordance with the Companies Act 2017 ("Proposed Transaction").

01 Dawood Lawrencepur Limited

It being clarified that, while the shareholders of the Company had already, at the Annual General Meeting of the Company held on May 30, 2023, approved the sale of 102,600,000 shares constituting 100% of the issued and paid up capital of REL to Juniper International FZ LLC for an amount equivalent to the sum of PKR 300,000,000/- (Pak Rupees Three Hundred Million) plus any and all amounts / sums injected by the Company in REL inter alia in the form of a debt and/or equity (cash or otherwise) between November 30, 2022 and the date of issuance of the management accounts (both days included); plus interest accrued from one or more loans granted from time to time to REL by the Company and as reported in the management account as at December 31, 2022; and minus any and all incremental losses incurred by REL in the ordinary course of business during the period December 1, 2022 up till the date of the management accounts and subject to a minimum amount of PKR 100,000,000/- (Pak Rupees One Hundred Million) and a maximum amount of PKR 300,000,000/- (Pak Rupees Three Hundred Million) ("Original Approval"). The Original Approval is stated to expire on May 30, 2024 as per Section 183(5) of the Companies Act, and it is expected that the Proposed Transaction will not be consummated and completed before May 30, 2024. Accordingly, fresh approval is being sought from the shareholders of the Company for the Proposed Transaction.

The special resolutions to be passed (with or without modification) are as under:

"RESOLVED that in accordance with the Companies Act, 2017, Dawood Lawrencepur Limited (the Company) is hereby granted fresh approval to sell 102,600,000 shares constituting 100% of the issued and paid up capital of Reon Energy Limited ("REL") to Juniper International FZ LLC for an amount equivalent to PKR 100,000,000/- (Pak Rupees One Hundred Million).

FURTHER RESOLVED that any two of the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary of the Company be and are hereby jointly authorized to take any and all actions as may be required from time to time for the purposes of the above special resolutions, to complete all necessary legal and corporate formalities with regard to the above resolution and to do all such acts, deeds and things as may be deemed necessary or expedient for concluding the said matters."

5. To consider and if thought appropriate, pass with or without modification, the following special resolution in accordance with the Companies Act, 2017, to authorize and approve the disposal of the entire shareholding of the Company in Tenaga Generasi Limited ("TGL") (75% of the outstanding paid-up capital of TGL) to Artistic Milliners (Private) Limited for an amount equivalent to the sum of USD 23,175,000/- (US Dollar twenty three million one hundred seventy five thousand), which may be subject to adjustment under the terms of the Share Purchase Agreement, ("Proposed Transaction") on such terms and conditions as may be specified under the Share Purchase Agreement.

The special resolutions to be passed (with or without modification) are as under:

"RESOLVED that subject to the approval of the members of Dawood Lawrencepur Limited (the Company) in accordance with the Companies Act, 2017 and all other applicable laws, at the general meeting of the Company, the consent of the Board be and is hereby accorded for disposal of the entire shareholding of the Company in Tenaga Generasi Limited ("TGL") (75% of the outstanding paid-up capital of TGL) to Artistic Milliners (Private) Limited for an amount equivalent to the sum of USD 23,175,000/- (US Dollar twenty three million one hundred seventy five thousand) which may be subject to adjustment under the terms of the Share Purchase Agreement, ("Proposed Transaction") on such terms and conditions as may be specified under the Share Purchase Agreement.

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FURTHER RESOLVED that any two of the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary be and are hereby jointly authorized to do all acts, deeds and things, to execute such agreements, documents and papers and make any applications, including but not limited to any applications, notices, disclosures required to be filed with the Competition Commission of Pakistan, Securities and Exchange Commission of Pakistan, Pakistan Stock Exchange Limited and any other regulatory authorities, and undertake all such steps for the purposes of the Proposed Transaction as the aforesaid officer of the Company may deem fit."

Statements of material facts pursuant to Section 134 (3) of the Companies Act, 2017 are annexed to the notice of meeting sent to the Members.

	By Order of the Board
Karachi,	Imran Chagani
Dated: April 29, 2024	Company Secretary

03 Dawood Lawrencepur Limited

Notes:

1. Video Conference Facility for AGM of shareholders:
   As per the directive issued by Securities and Exchange Commission of Pakistan ("SECP"), the Company has made arrangements of video conference facility to ensure that shareholders can also participate in the AGM proceeding via video link.
   The members and their proxies who intends to attend the AGM through video link must
   register their particulars by sending an email at [e-mail]. The members registering to connect through video link facility are required to mention their name, folio number and number of shares held in their name in the email with subject 'Registration for DLL AGM' along with valid copy of their CNIC/Passport. Video link and login credentials will be shared with the members whose emails, containing all the required particulars, are received at the given email address at least 24 (twenty four) hours before the time of the AGM.
2. Closure of Share Transfer Books:
   The Share Transfer Books of the Company will remain closed from May 23, 2024 to May 29, 2024 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, Messrs. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400, by close of business on May 22, 2024, will be considered in time to attend and vote at the AGM.
3. Participation in the AGM:
   All members entitled to attend and vote at the AGM, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. A proxy need not be a member of the Company. A corporate entity, being a member, may appoint its representative to attend the meeting through resolution of its board of directors. Proxy Forms in English and Urdu languages are attached with the notice circulated to the shareholders.

In case of appointment of proxy by a corporate entity, a resolution of the board of directors

• power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to the Company along with a completed proxy form.

The proxy holders are required to produce their original valid CNICs or original passports at the time of the meeting.

In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 (forty-eight) hours before the time of the meeting.

CDC account holders will further have to follow the undermentioned guidelines as laid down by the SECP.

1. For Attending the Meeting
2. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the above-mentioned email address at least 48 (forty-eight) hours before the AGM.
   2. In case of corporate entity, the board of directors' resolution/power of attorney with specimen signature of the nominee shall be shared on the above-mentioned email address at least 48 (forty eight) hours before the AGM (unless it has been provided earlier).

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1. For Appointing Proxies
2. 1. In the case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall submit the proxy form as per above requirements.
   2. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
   3. The proxy shall produce original valid CNIC or original passport at the above mentioned email address at least 48 (forty eight) hours before the AGM.
   4. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature shall be submitted on the email address mentioned above at least 48 (forty eight) hours before the AGM (unless it has been provided earlier) along with proxy form to the Company.
   5. Proxy form will be witnessed by 2 (two) persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.

PROCEDURE FOR ELECTRONIC VOTING FACILITY AND

VOTING THROUGH POSTAL BALLOT ON SPECIAL BUSINESS

1. Polling on Special Business:
   The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification S.R.O 2192/ (I)/2022 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 Dawood Lawrencepur 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 AGM to be held on Wednesday, May 29, 2024 at 11:00 AM, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.
2. Procedure for E-Voting:
3. 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 on May 22, 2024.
   2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the 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 May 24, 2024, 09:00 AM and shall close on May 28, 2024, at 5:00 PM. 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.

05 Dawood Lawrencepur Limited

6. Procedure for Voting Through Postal Ballot

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, Dawood Centre M. T. Khan Road Karachi, or email at [e-mail] one day before the Annual General Meeting i.e. by May 28, 2024. The signature on the ballot paper shall match with the signature on CNIC.

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.dawoodlawrencepur.com for download.

INFORMATION ABOUT SCRUTINIZER

With reference to the Regulations 4(4) and 11 of the Companies (Postal Ballot) Regulations, 2018, below is the information regarding the Scrutinizer for the purpose of upcoming Annual General Meeting (AGM) of Dawood Lawrencepur Limited (the Company) to be held on May 29, 2024.

Name of Scrutinizer	Messrs. UHY Hassan Naeem & Co, Chartered Accountants
Qualification and Experience	The firm has grown over the last decade as a leading
	multi‐disciplinary organization offering auditing taxation,
	business advisory, information technology, human resources
	and corporate services to public and private sector
	organizations in the country.
	UHY Hassan Naeem & Co. is a member of UHY International,
	one of the world's leading accounting and business advisory
	network, with offices in over 330 business centers in 90
	countries across the globe.
	The firm holds a satisfactory Quality Control Review (QCR)
	status from the Institute of Chartered Accountants of Pakistan
	(ICAP) which demonstrates the quality standards maintained
	by the firm. It is registered on the Panel of State Bank of
	Pakistan (SBP) and is on the panel of USAID.
Purpose of appointment	The Company is required to appoint a scrutinizer for the
	purpose of voting in the AGM to transact business that
	pertains to investment in associated companies as mentioned
	in Section 199 of the Companies Act, 2017.
	Therefore, scrutinizer has been appointed to observe that
	satisfactory procedures of the voting process including
	adequate precautionary measures are ensured and reported
	as mentioned under regulation 11A.

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Statements of Material Facts under Section 134(3) of the Companies Act, 2017 relating to the Special Business referred to the Notice above

These Statements sets out the material facts concerning the following Special Business to be transacted at the Annual General Meeting of shareholders of Dawood Lawrencepur Limited to be held on May 29, 2024.

Agenda Item No. 3

Renewal of Subordinated Loan Facility of up to PKR 300 million for a period of further one year provided to Messrs. Tenaga Generasi Limited (TGL), a subsidiary of the Company.

The Company is seeking approval from its Members by passing special resolutions proposed herein for the renewal of the subordinated loan facility of up to PKR 300 million provided to Messrs. Tenaga Generasi Limited (TGL), a subsidiary of the Company.

The Directors have certified that they have carried out necessary due diligence for the proposed investments before making recommendation for approval of the Members, that the investment is being made as financial health of the associated company specially the significant receivables from Government of Pakistan are such that it has the ability to repay the financing as per agreement. A duly signed recommendation of the due diligence report shall be made available for inspection of Members in the general meeting along with latest audit annual financial statements of associated company.

Sr. No.

Nature of information required to be

Relevant Information

disclosed pursuant to the Companies

(investments in associated companies

or undertakings) Regulations, 2017

(a)

Disclosure for all types of investments

(A)

Regarding associated company or associated undertaking: -

(I)

Name of associated company or

Tenaga Generasi Limited (TGL).

associated undertaking

(II)

Basis of relationship

Subsidiary Company

(III)

Earnings per share for the last three

2021

2022

2023

years (PKR)

4.42

5.19

11.19

(IV)

Break-up value per share, based on the

PKR 39.75

latest audited financial statements

(V)

Financial

position, including

main

Financial Position as of and for the

items of statement of financial

year ended December 31, 2023.

position

and profit and

loss

Main items of Balance Sheet:

account on the basis of its latest

financial statements; and

(Rs. in million)

Non-current Assets

13,577

Current Assets

7,786

Total Equity

12,033

Non-current Liabilities

5,405

Current Liabilities

3,925

Main items of Profit and Loss Account:

(Rs. in million)

Sales-net

5,818

Profit from operations

4,295

Profit before taxation

3,462

Profit for the year

3,386

07 Dawood Lawrencepur Limited

	(VI) In case of	investment in	relation to a	Not applicable
		project of associated company or
		associated undertaking that has not
		commenced operations, following further
		information, namely:
		(I) description of the project and its
		history since conceptualization;
		(II) starting date and expected date
		of completion of work;
		(III) time by which such project shall
		become commercially operational;
		(IV) expected time by which the
		project shall start paying return
		on investment; and
		(V) funds invested or to be invested by
		the	promoters,	sponsors,
		associated company or associated
		undertaking distinguishing between
		cash and non-cash amounts.
	(B)	General Disclosure: -
	(I)	maximum amount of investment to	Subordinated Loan not exceeding PKR
		be made;			300 million. The Company has also
					provided another subordinated loan
					facility of PKR 1 billion to TGL.
	(II)	purpose, benefits likely to accrue to	To assist TGL for meeting its working
		the investing company and its	capital requirements. The Company will
		members from such investment and	earn markup income from TGL on the
		period of investment;		subordinated loan. The income will
					increase the profitability of the
					Company. The loan is being renewed for
					further one year.

1. sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds:

(i)	justification for investment through	Investment made shall not be from the
	borrowings;	borrowed fund.
(ii)	detail of collateral, guarantees	Not Applicable
	provided and assets pledged for
	obtaining such funds; and
(iii)	cost benefit analysis;	Subordinated Loan has been provided
		from the borrowed fund for which
		markup shall be charged at 3 Month +
		1.775%, (i.e. above the borrowing cost of
		the Company) which will improve the
		profitability of the Company.
(iv)	salient features of the agreement(s), if	The Subordinated Loan will be
	any, with associated company or	unsecured. TGL to repay the loan with
	associated undertaking with regards	the accrued Profit from time to time (in
	to the proposed investment;	full or parts thereof) within thirty (30) days
		of it receiving money in its Rupee
		Distribution Account in accordance with
		its Financing Agreements.

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