Roshan Packages : Notice of Extra Ordinary General Meeting

ROSHAN PACKAGES LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting (EOGM) of the Members of Roshan Packages Limited (the "Company") will be held on Thursday, 22nd June 2023 at 11:30 a.m. at Hotel Royal, 110 Expo Center Road, opp. Expo Gate, Block J, Johar Town, Lahore and through video-link to transact the following business:

1. To consider and, if thought fit, to pass the following resolution as special resolution, with or without modifications:

"RESOLVED THAT the approval of the members of Roshan Packages Limited (the "Company") be and is hereby accorded to increase the authorized share capital of the Company from Rs. 2,000,000,000 (Rupees Two Billion) divided into 200,000,000 ordinary shares of Rs. 10/- each to Rs. 3,000,000,000 (Rupees Three Billion Only) divided into 300,000,000 ordinary shares of Rs. 10/- each."

"FURTHER RESOLVED THAT, in consequence of the said increase in the authorized share capital of the Company, the existing Clause V of the Memorandum of Association of the Company be and is hereby amended accordingly, to read as follows:

Clause V of Memorandum of Association:

The Authorized Capital of the Company is Rs. 3,000,000,000/- (Rupees Three Billion Only) divided to 300,000,000 ordinary shares of Rs. I0/- (Rupees Ten Only) each with the power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being into several classes in accordance with the provisions of the Companies Act, 2017.

"FURTHER RESOLVED THAT, the ordinary shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares of the company in all respects/matters in conformity with the provisions of the Companies Act, 2017."

"FURTHER RESOLVED THAT the Chief Executive and Company Secretary be and are hereby singly authorized to do all acts, deeds and things and take all steps and necessary actions ancillary and incidental including filing of requisite documents and returns as may be required with the Registrar of Companies, Securities and Exchange Commission of Pakistan and complying with all other regulatory requirements to effectuate and implement this resolution."

2. Transmission of Annual Report Through QR Code and Weblink

To approve, as and by way of an Ordinary Resolution, transmission of the annual balance sheet, profit & loss account, auditors report, directors report etc., (the "Audited Annual Financial Statements") to the Company's shareholders through QR enabled code and weblink as allowed by the Securities and Exchange Commission of Pakistan via SRO No. 389(I)/2023 dated March 21, 2023:

"RESOLVED THAT, approval of the shareholders of Roshan Packages Limited (the "Company") be and is hereby accorded and the Company be and is hereby authorized to circulate the Annual Audited Financial Statements of the Company together with the reports and documents required to be annexed thereto under the applicable law through QR enabled

code and weblink instead of circulation through CD/DVD/USB.

RESOLVED THAT Chief Executive Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, deeds and things, take or cause to be taken all necessary action for the proposes of implementing this resolution."

3. To consider, and if thought fit, to pass with or without modification, the following resolution as a Special Resolution, to substitute the Article 91 of the Articles of Association of the Company:

Resolved that pursuant to the applicable provisions of the Companies Act, 2017, Article 91 of the existing Articles of Association of the Company be and is hereby substituted to read as follows:

"The Board of Directors may, resolve that any moneys, investments, or other assets forming part of the undivided profits of the company standing to the credit of any reserve or other fund or in the hands of the company and available for dividend (or representing premium received on the issue of shares and standing to the credit of the shares premium account) be capitalized and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled hereto as capital and that all or any part of such capitalized fund be applied on behalf of such shareholders in paying up in full, any unissued shares as bonus shares, debentures or debenture-stock of the company which shall be distributed accordingly and that such distribution of payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum."

Further resolved that the Chief Executive and / or any Director of the Company be and are hereby singly authorized to do all acts, deeds and things and take all steps and necessary actions ancillary and incidental including filing of requisite documents and returns as may be required with the Registrar of Companies and complying with all other regulatory requirements so as to effectuate the alteration of Articles of Association of the Company and implementing this special resolution.

Further resolved that the aforesaid alteration in the Articles of Association of the Company shall be subject to any amendment, modification, addition or deletion as may be required, and such amendment, modification, addition or deletion shall not require fresh approval of members.

Statement under Section 134(3) of the Companies Act, 2017 concerning special business is annexed to the notice of meeting circulated to the members of the Company.

By the Order of the Board

Lahore: 01st June, 2023

Company Secretary

NOTES:

BOOK CLOSURE NOTICE:

The Register of Members and Share Transfer Books of the Company will remain closed from 15t h June 2023 to 22nd June, 2023 (both days inclusive). Transfers received in order by our Shares Registrar, CDC Share Registrar Services Limited, by the close of business on 14th June, 2023 will be considered in time for the purpose of entitlement to attend, speak and vote at the EOGM.

PROXIES:

All members, entitled to attend and vote at this EOGM may appoint another member as his / her proxy to attend and vote on his / her behalf. Proxies in order to be effective must reach the Company's registered office not less than 48 hours before the time for holding the meeting. Proxies of the Members shall be accompanied with attested copies of their CNIC and notarized copy of the Power of Attorney or other authority under which it is signed with specimen signature of the proxy.

Shareholders are requested to immediately notify the change in address, if any.

Members who have deposited their shares into Central Depository Company of Pakistan Limited ("CDC") will further have to follow the under mentioned guidelines as laid down in circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

1. For Attending the Meeting
   1. In case of Individuals, the account holder and / or sub-account holder and their registration details are uploaded as per the CDC Regulations, shall authenticate his / her identity by showing his / her original CNIC or, original Passport at the time of attending the Meeting.
   2. In case of corporate entity, the Board's resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
2. For Appointing Proxies

1. In case of individuals, the account holder and / or sub-account holder and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
2. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.
3. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.
4. The proxy shall produce his original CNIC or original passport at the time of the Meeting.

1. In case of corporate entity, the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

VIDEO LINK FACILITY FOR MEETING:

The members can attend the EOGM via video link using smart phones / tablets. To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at [e-mail] 20th June, 2023.

Name	of	CNIC No.	Folio No./CDC	Cell	No./	Email Id
Member/Proxy			Account No.	WhatsApp No.
holder

The video link and login credentials will be shared with the shareholders whose e-mails, containing all the requested particulars, are received at the given e-mail address.

POLLING ON SPECIAL BUSINESS:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"). 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 Roshan Packages 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 Extraordinary General Meeting to be held on Thursday, 22nd June 2023 at 11:30 a.m, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

PROCEDURE FOR E-VOTING:

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 of June 15, 2023.
2. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from 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 June 19, 2023, 09:00 a.m. and shall close on June 21, 2023 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is

cast by a Member, he / she shall not be allowed to change it subsequently

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 325 GIII, Johar Town, Lahore, Pakistan or email at [e-mail] day before the Extraordinary General Meeting on 21st June , 2023 during working hours. The signature on the ballot paper shall match the signature on CNIC.

This postal ballot paper is also available for download from the website of the Company at www.roshanpackages.com.pkor use the same as attached to this Notice and published in newspapers.

Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman shall be the deciding authority.

MANDATORY INFORMATION (EMAIL, CNIC, IBAN AND ZAKAT DECLARATION):

1. In compliance with Section 119 of the Companies Act, 2017 and Regulation 19 Companies (General Provisions and Forms) Regulations, 2018 members are requested to immediately provide their mandatory information such as CNIC number, updated mailing address, email, contact mobile/telephone number and International Banking Account Number (IBAN) together with a copy of their CNIC to update our records and to avoid any non- compliance of the law. Otherwise, all dividends will be withheld in terms of Regulation 6 of the Companies (Distribution of Dividends) Regulations, 2017;
2. • For physical shares to M/s CDC Share Registrar Services Limited
   • For shares in CDS to CDC Investors A/c Services or respective participant
3. Members are requested to submit a declaration (CZ-50) as per Zakat & Ushr Ordinance 1980 for zakat exemption and advise a change in address if any.

UNCLAIMED DIVIDEND/SHARES:

Shareholders who could not collect their dividend/physical shares are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend or physical shares, if any.

CONVERSION OF PHYSICAL SHARES INTO BOOK ENTRY FORM

We hereby request all members who are holding shares in physical form to convert their shares into book-entry form at the earliest. They are also requested to contact the Central Depository Company of Pakistan Limited or any active member/stockbroker of the Pakistan Stock Exchange to open an account in the Central Depository System and to facilitate conversion of physical shares into book-entry form. Members are informed that holding shares in book-entry form has several benefits including but not limited to secure and convenient custody of shares, conveniently tradeable and transferable, no risk of the loss, damage or theft, no stamp duty on transfer of shares in book-entry form and hassle-free credit of bonus or right shares.