TPL : Certified True Copy of the Resolutions passed by the Shareholders of TPL Corp Limited

Notice of Annual General Meeting

For the year ended June 30, 2023

Notice is hereby given that the Annual General Meeting ("AGM") of TPL Corp Limited ("Company") will be held on Monday, October 23, 2023 at 12:00 Noon at PSX Auditorium, Stock Exchange Building, Exchange Road, Karachi, to transact the following business:

ORDINARY BUSINESS:

1. To approve the minutes of the Annual General Meeting held on October 27, 2022.
   RESOLVED THAT the minutes of Annual General Meeting of TPL Corp Limited held on October 27, 2022 at 01:15 pm be and are hereby approved.
2. To receive, consider and adopt the Annual Standalone and Consolidated Audited Financial Statements of the Company together with the Directors', Auditors' and Chairman's Review Report thereon for the year ended June 30, 2023.
   RESOLVED THAT the Annual Audited Financial Statements of TPL Corp Limited, together with the Chairman's Review Report, Directors' and Auditors' Report thereon for the year ended 30 June 2023 be and are hereby approved.
3. To appoint Auditors for the year ending June 30, 2024 and fix their remuneration. M/s. BDO Ebrahim & Co., Chartered Accountants retire and being eligible, have offered themselves for re-appointment.
   RESOLVED THAT M/s. BDO Ebrahim & Co., Chartered Accountants be and are hereby appointed as Auditors of M/s. TPL Corp Limited on the basis of consent received from them, at a fee mutually agreed for the period ending June 30, 2024.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017 to authorize the Company for equity investment of up to Rs. 350 Million and an advance of up to Rs. 150 Million to the subsidiary company, TPL Life Insurance Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for equity investment of up to Rs. 350 Million and an advance of up to Rs. 150 Million to the subsidiary company, TPL Life Insurance Limited.
2. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance of up to Rs.500 Million to the holding company, TPL Holdings (Private) Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance of up to Rs.500 Million to the holding company i.e. TPL Holdings (Private) Limited.
3. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance of up to Rs 500 Million to the Subsidiary company, TPL Trakker Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance of up to Rs.500 Million to TPL Trakker Limited.
4. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of advances and/or equity investment of up to Rs 250 Million in the subsidiary company, TPL E-Ventures (Private) Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance and/or equity investment of up to Rs. 250 Million in TPL E-Ventures (Private) Limited.
5. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for advance and/or equity investment up to Rs. 150 Million to the subsidiary, TPL Security Services (Private) Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for advance and/or equity investment of up to Rs.150 Million to TPL Security Services (Private) Limited.

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1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance of up to Rs.50 Million to the subsidiary company, TPL Tech Pakistan (Private) Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance of up to Rs. 50 Million in TPL Tech Pakistan (Private) Limited.
2. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance of up to Rs.50 Million to the associated company, TPL REIT Management Company Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance of up to Rs. 50 Million to TPL REIT Management Company Limited.
3. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance up to Rs. 200 Million to the subsidiary company, TPL Insurance Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of advance up to Rs. 200 Million to TPL Insurance Limited.
4. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance up to Rs.200 Million to the subsidiary company, TPL Properties Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance up to Rs.200 Million to TPL Properties Limited.
5. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for the renewal of an advance of up to Rs.100 Million to the associated company, TPL Logistics (Private) Limited.
   RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for the renewal of an advance of up to Rs. 100 Million to TPL Logistics (Private) Limited.
6. To consider and if thought fit, to pass the following resolution in pursuance of S.R.O. 389 (I)/2023 dated March 21, 2023 issued by the Securities and Exchange Commission of Pakistan ("the SECP"), to authorize the Company to circulate the annual audited financial statements to its members through QR enabled code and weblink.

RESOLVED THAT pursuant to S.R.O. 389 (I)/2023 of the SECP, the Company be and is hereby authorized to circulate the annual report, including the annual audited financial statements, auditor's report, Directors' report, Chairman's review report and other reports contained therein, to its members through QR enabled code and weblink, and that the practice of circulation of the annual report through CD/USB be discontinued.

ANY OTHER BUSINESS:

15. To transact any other business with the permission of the Chairman. By Order of the Board

Shayan Mufti
Company Secretary	Karachi, October 2, 2023

194 Annual Report 2022-23