Engro Powergen Qadirpur : Notice of Annual General Meeting

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building,

Stock Exchange Road,

Karachi

March 6, 2023

Dear Sir/Madam,

NOTICE OF THE ANNUAL GENERAL MEETING

OF

ENGRO POWERGEN QADIRPUR LIMITED

We are enclosing herewith the Notice of the Annual General Meeting ("AGM") of Engro Powergen Qadirpur Limited ("the Company").

The AGM of the Company will be held on Wednesday, March 29, 2023, at 02:30 p.m. at Karachi School of Business and Leadership (KSBL) situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi-74800.

The notice may be shared with the TRE Certificate Holders of the Exchange accordingly.

Yours faithfully,

For and on behalf of

Engro Powergen Qadirpur Limited

Hanan Batool

Company Secretary

Cc: Director/HOD,

Surveillance, Supervision and Enforcement Department,

Securities and Exchange Commission of Pakistan

NIC Building, 63 Jinnah Avenue,

Blue Area, Islamabad.

Notice of Annual General Meeting

Notice is hereby given that the Seventeenth Annual General Meeting ("AGM") of the members of Engro Powergen Qadirpur Limited (the "Company") will be held at Karachi School of Business and Leadership (KSBL) situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi -

74800 on Wednesday, March 29, 2023, at 02:30 p.m. to transact the following businesses:

Members are encouraged to attend the AGM through video conference facility managed by the Company

(please see the notes section for details).

1. ORDINARY BUSINESS
   1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended December 31, 2022, together with the Directors' and Auditor's Reports thereon and Chairman's Review Report.
   As required under section 223(7) of the Companies Act 2017, Financial Statements of the Company have been uploaded on the website of the Company which can be downloaded from the following link:

https://www.engroenergy.com/epql/#financial

2. To appoint Auditors for the year 2023 and fix their remuneration. The Members are hereby notified that the Board Audit Committee and the Board of Directors have recommended the name of retiring Auditors M/s. A. F. Ferguson & Co., for re-appointment as Auditors of the Company.

SPECIAL BUSINESS:

3. To consider and if deemed fit, to pass with or without modification(s), addition(s) or deletion(s), the following Special Resolution(s) to amend the Articles of Association of the Company under Section 38 of the Companies Act, 2017, as recommended by the Board of Directors of the Company:

RESOLVED THAT Article 78 of the Articles of Association of the Engro Powergen Qadirpur Limited (the "Company") be and is hereby amended to read as follows:

"78. The quorum for meetings of the Board of Directors shall be required by Section 176(1) of the Companies Act, 2017. Save as otherwise expressly provided in the Act, every question at meetings of the Board shall be determined by a majority of votes of the directors present in person or through video- link, each director having one vote. In case of an equality of votes or tie, the Chairman shall have a casting vote in addition to his original vote as a director."

FURTHER RESOLVED THAT Article 81 of the Articles of Association of the Company be and is hereby amended to read as follows:

"81. A resolution in writing approved by majority of the directors or the committee of directors for the time being entitled to receive notice of a meeting of the directors or committee of directors shall be as valid and effectual as if it had been passed at the meeting of the directors or the committee of directors duly convened and held."

FURTHER RESOLVED THAT the Chief Executive Officer and/or Company Secretary of the Company be and is hereby authorized to, singly, do all acts, deeds, and things, take any and all necessary steps, to fulfil the legal, corporate and procedural formalities and file all necessary documents/returns as deemed necessary on this behalf and the matters ancillary thereto to fully achieve the object of the aforesaid resolution."

	By Order of the Board
Karachi	Hanan Batool
Dated: February 08, 2023	Company Secretary

NOTES

1. Participation in the AGM proceeding via video conferencing facility
   Members are encouraged to attend the AGM proceedings via video-conferencing facility, which shall be made available by the Company.
   All shareholders/members interested in attending the AGM, either physically or through video-conferencing facility are requested to register their Name, Folio Number, Cell Number, CNIC / Passport number at https://forms.office.com/r/Svc5bvK4XM. Confirmation email for physical meeting or video link and login credentials will be shared with only those shareholders whose registration are received at least 48 hours before the time of AGM.
   Shareholders can also provide their comments and questions for the agenda items of the AGM at the email address [e-mail].
2. Electronic transmission of Annual Report 2022

In compliance with section 223(6) of Companies Act 2017, the Company has electronically transmitted the Annual Report 2022 through email to shareholders whose email addresses are available with the Company's Share Registrar, M/s. FAMCO Associates (Private) Limited. In those cases, where email addresses are not available with the Company's Share Registrar, printed notices of AGM along-with the QR enabled code/weblink to download the said financial statements have been dispatched. However, the Company will provide hard copies of the Annual Report to any member on their demand, at their registered address, free of cost, within one week of receiving such request.

Further, shareholders are requested to kindly provide their valid email address (along with a copy of valid CNIC) to the Company's Share Registrar, M/s. FAMCO Associates (Private) Limited if the member hold shares in physical form or, to the member's respective Participant/ Investor Account Services, if shares are held in book entry form.

1. The Share Transfer Book of the Company will be closed from Thursday, March 23, 2023 to Wednesday, March 29, 2023 (both days inclusive).
   Transfers received in order at the office of our Registrar, M/s. FAMCO Associates (Private) Limited, 8-F, Near Hotel Faran, Block 6, P.E.C.H.S. Shahrah-e-Faisal, Karachi, PABX No. ([phone] and email [e-mail] the close of business (05:00 p.m.) on
   Wednesday, March 22, 2023 will be treated to have been in time for purpose to attend and vote at the meeting.
2. A member entitled to attend and vote at the AGM shall be entitled to appoint another person, as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have all such rights in respect of attending, speaking and voting at the AGM as are available to a member. Proxies, in order to be effective, must be received by the Company not less than 48 hours before the meeting. A proxy holder may not need to be a member of the Company.
3. Requirements for appointing Proxies
4. 1. In case of individuals, the account holder or sub-account holder whose registration details are uploaded as per the Central
      Depository Company of Pakistan Limited Regulations, shall submit the proxy form as per the above requirement.
   2. The proxy form shall be witnessed by two male persons whose names, addresses and CNIC numbers shall be mentioned on the form.
   3. Attested copies of the valid CNICs or the passports of the beneficial owner(s) and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his/her valid original CNIC or original passport at the time of the AGM.
   5. In case of a corporate entity, the Board of Directors' resolution/power of attorney, with specimen signature of the nominee, shall be submitted to the Company along with the proxy form unless the same has been provided earlier.

6. Pursuant to Companies (Postal Ballot) Regulations 2018 and read with Sections 143 and 144 of the Companies Act, 2017, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

1. Submission of valid CNIC (Mandatory)
   As per SECP directives, the dividend of shareholders, whose valid CNICs are not available with the Share Registrar, may be withheld. All shareholders having physical shareholding are therefore advised to submit a photocopy of their valid CNICs immediately, if already not provided, to the Share Registrar, M/s. FAMCO Associates (Private) Limited without any further delay.
2. Unclaimed Dividend
   As per the provision of section 244 of the Companies Act, 2017, any shares issued or dividend declared by the Company which have remained unclaimed/unpaid for a period of three years from the date on which it was due and payable are required to be deposited with
   Securities and Exchange Commission of Pakistan for the credit of Federal Government after issuance of notices to the shareholders to

file their claim. The details of the shares issued, and dividend declared by the Company which have remained due for more than three years was sent to shareholders.

Shareholders are requested to ensure that their claims for unclaimed dividend and shares are lodged promptly. In case, no claim is lodged with the Company in the given time, the Company shall, after giving notice in the newspaper, proceed to deposit the unclaimed /unpaid amount and shares with the Federal Government pursuant to the provision of Section 244(2) of the Companies Act, 2017.

9. Conversion of Physical Shares into CDC Account

The SECP, through its letter No. CSD/ED/Misc/2016-639-640 dated March 26, 2021, has advised all listed companies to adhere to the provisions of Section 72 of the Companies Act, 2017, which requires all companies to replace shares issued in physical form to book- entry form within four years of the promulgation of the Act.

Accordingly, all shareholders of the Company having physical folios/share certificates are requested to convert their shares from physical form into book-entry form at the earliest. Shareholders may contact a PSX Member, CDC Participant, or CDC Investor Account

Service Provider for assistance in opening a CDS Account and subsequent conversion of the physical shares into book-entry form. Maintaining shares in book-entry form has many advantages - safe custody of shares with the CDC, avoidance of formalities required for the issuance of duplicate shares etc. The shareholders of the Company may contact the Share Registrar and Transfer Agent of the Company, namely FAMCO Associates (Private) Limited for the conversion of physical shares into book-entry form.

Statement of Material Facts under section 134(3) of the Companies Act, 2017

Agenda number (3):

The Board of Directors has recommended that the Article 78 and 81 of the Company's Articles of Association be amended. These amendments will bring the Company's existing Articles of Association in line with the changes made by the promulgation of the new Companies Act, 2017 (which has repealed the Companies Ordinance, 1984). The amendments are summarized below:

Comparative table

Existing Article	Proposed Alteration
78. The quorum required for meeting of the Board of Directors shall	78. The quorum for meetings of the Board of Directors shall
be two, provided that upon listing of the Company, the quorum shall	be required by Section 176(1) of the Companies Act, 2017. Save
be not less than one third of directors or four whichever is greater.	as otherwise expressly provided in the Act, every question at
	meetings of the Board shall be determined by a majority of votes
	of the directors present in person or through video- link, each
	director having one vote. In case of an equality of votes or tie, the
	Chairman shall have a casting vote in addition to his original vote
	as a director.
81. Except as provided for by Section 196 of the Ordinance, a	81. A resolution in writing approved by majority of the directors or
resolution in writing signed by all the Directors for the time being	the committee of directors for the time being entitled to receive
present in Karachi shall be as valid and effectual as if it has been	notice of a meeting of the directors or committee of directors shall
passed at a meeting of the Directors duly called and constituted.	be as valid and effectual as if it had been passed at the meeting
	of the directors or the committee of directors duly convened and
	held.

The resolution required for the above purpose is set forth in the notice convening the Annual General Meeting and that resolution will be proposed and passed as a Special Resolution.

Form of Proxy

I/We

of

being a member of ENGRO POWERGEN QADIRPUR LIMITED and

holder of

(Number of Sha res)

Ordinary Shares as per share Register Folio No.

and/or CDC Participant I.D. No.

and Sub Account No.

,

herebyappoint

of

orfailinghim/her

of

as my proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on the 29th day of March, 2023 and at any adjournment thereof.

Signed this		day of		2023.
WITNESSES:

1. Signature:
   Name:
   Address:

CNIC or :

Passport No :

2) Signature:						Signature
	Name:								Signature should agree with the specimen
	Address:								registered with the Company
	CNIC or :
	Passport No :

Note:

Proxies in order to be effective, must be received by the Company not less than 48 hours before the meeting. A Proxy holder may not need to be a member of the Company.

CDC Shareholders and their proxies are each requested to attach an attested photocopy of their Computerized National Identity Card or Passport with this proxy form before submission to the Company.