Treet : Notice of Extraordinary General Meeting of the Company

NOTICE IS HEREBY GIVEN, that the Extra Ordinary General Meeting ("EOGM") of the shareholders of Treet Corporation Limited (the "Company") will be held on June 28, 2022 at 10:00 A.M. at Company's registered office at 72-B Industrial Area, Kot Lakhpat, Lahore to transact the following business:

ORDINARY BUSINESS: -

1. To approve Minutes of the last Annual General Meeting held on November 23, 2021.

SPECIAL BUSINESS: -

1. The Shareholders were informed that Scheme of Arrangement (the "Scheme") under Sections 279-283 of the Companies Act, 2017 for the transfer and vesting of the Treet Battery Project and related assets and liabilities from First Treet Manufacturing Modaraba ("FTMM") to Treet Battery Limited ("TBL") has been filed before the Hon'ble Lahore High Court and is awaiting the sanction of the Court - earlier in separate EOGMs held on March 02, 2022 the requisite percentage of certificate holders/shareholders of both TBL and FTMM have approved the Scheme . If and when the Scheme is sanctioned by the Hon'ble Court, in accordance with the terms thereof, the Treet Battery Project and related assets and liabilities shall stand transferred to TBL.
   The Shareholders were further informed that due to the needs of the Treet Battery Project the Company has decided to extend a working capital loan of Rs. 3.0 billion to FTMM, which loan shall stand effectively transferred to TBL in terms of the Scheme if and when the Scheme is sanctioned by the Hon'ble Court. Under the provisions of Section 199 of the Companies Act, 2017 and Regulation 5(5) of Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017 approval of the shareholders is being sought by the Company for extending working capital loan of Rs. 3.0 billion to its associated company/undertaking FTMM, which loan shall stand transferred to its associated company/undertaking TBL if and when the Scheme is sanctioned by the Hon'ble Court.

To consider and if thought fit, pass the following Special Resolution under Section 199 of the Companies Act, 2017, with or without modification(s), addition(s) or deletion(s).

RESOLVED THAT, the approval of the shareholders of the Company be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 (the "Act") and Regulation 5(5) of Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017 (the "Regulations") and subject to the compliance with all statutory and legal requirements, to give a loan of up to PKR 3,000,000,000/- (Rupees Three Billion Only) to First Treet Manufacturing Modaraba ("FTMM"), being an associated undertaking, in the form of a working capital loan, for a period of one year starting from the date of approval by shareholders, which loan shall stand transferred to Treet Battery Limited ("TBL") if and when the Scheme of Arrangement under Sections 279-283 of the Act (the "Scheme") for separation and transfer of the Treet Battery Project from FTMM to TBL is sanctioned by the Hon'ble Lahore High Court.

FURTHER RESOLVED THAT, the approval of the shareholders of the Company be and is hereby accorded in terms of Section 199 of the Act and Regulation 5(5) of the Regulations and subject to the compliance with all statutory and legal requirements and subject to sanction of the Scheme by the Hon'ble Lahore High Court to transfer of the aforementioned working capital loan of up to PKR 3,000,000,000/-

(Rupees Three Billion Only) from FTMM to Treet Battery Limited ("TBL"), being an associated company, on same terms and conditions as granted to FTMM.

FURTHER RESOLVED THAT the said resolution shall be valid for one year starting from the date of approval by shareholders and the Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary of the Company be and are hereby singly empowered and authorized to undertake the decision of said investment as and when required and to take all steps and actions necessary, incidental and ancillary including execution of any and all documents and agreements as may be required in this regard and to do all acts, matters, deeds and things as may be necessary or expedient for the purpose of implementing the aforesaid resolution.

ANY OTHER BUSINESS

3. To transact any other business with the permission of the Chair."

(Attached to this Notice is a Statement of Material Facts covering the abovementioned special business as required under Section 134(3) of the Companies Act, 2017)

By Order of the Board

Zunaira Dar

Company Secretary

Lahore: June 07, 2022

NOTES:

•

CLOSURE

OF

SHARE

TRANSFER

BOOKS

The share transfer Books of the Company will remain closed from June 21, 2022 to June 28, 2022 (both days inclusive) for the purpose of attending Extra Ordinary General Meeting. Transfers received in order at the office of our Share Registrar M/s Corplink (Private) Limited, Wings Arcade, 1-K, Commercial Model Town, Lahore at the close of business on June 20, 2022.

• PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING
  All members entitled to attend and vote at this Meeting may appoint another person as his/her proxy to attend and vote for him / her. Proxies in order to be effective must be received at the Registered Office of the Company not less than 48 hours before the time of holding the meeting. CDC Accounts Holders will further have to follow the guidelines as laid down in Circular 1 dated January 26, 2000 issued by the Securities & Exchange Commission of Pakistan. Proxy form is available at the Company's website i.e. www.treetonline.com
• For Attending the Meeting
• 1. In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration detail is uploaded as per the Regulations, shall authenticate their identity by showing his/ her original National Identity Card ("CNIC") or original passport at the time of attending the meeting.

• 1. In case of corporate entity, Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced (unless provided earlier) at the time of the meeting.
• For Appointing Proxies
• 1. In case of individuals, the account holder or sub-account holder is and/or the person whose securities are in group account and their registration detail is uploaded as per the CDC Regulations, shall submit the proxy form as per the above requirement.
  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 passport of the beneficial owners and the proxy shall be furnished with the proxy form.
  4. The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
  5. In case of corporate entities, board of directors' resolution/power of attorney with specimen signature of the nominee shall be submitted (unless provided earlier) along with the proxy form to Company.
  6. The Form of Proxy is enclosed herewith.
• Members holding shares in physical form are requested to promptly notify Shares Registrar of the Company of any change in their addresses. Shareholders maintaining their shares in electronic form should have their address updated with their participant or CDC Investor Accounts Service.
• As per Section 72(2) of the Companies Act, 2017, every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by SECP, within a period not exceeding four (4) years from the commencement of the Act, i.e., May 30, 2017. Those Shareholders having physical shareholding are encouraged to open a CDC Sub - Account with any Broker or Investor Account directly with CDC to place their physical shares into scrip less form. This will facilitate them in many ways, including safe custody and sale of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange Limited.

STATEMENTS OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE EXTRA ORDINARY GENERAL MEETING ("EOGM").

Information to be disclosed pursuant to Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 (the "Regulations").

Loan to Associated Company or Associated Undertaking

Particulars

First Treet Manufacturing Modaraba

Treet Battery Limited

Name of the associated company

First

Treet

Manufacturing

Treet

Battery

Limited

or associated undertaking along

Modaraba (FTMM)

(TBL) Battery Division of

with criteria based on which the

The Company owns 97.105% of

FTMM is being formed as

associated relationship is

certificates of FTMM and holds

separated company.

established;

100% of the shares of Treet

TBL is subsidiary of the

Holdings

Limited,

being the

company

by

indirectly

modaraba

company

managing

owning

100.00%

share

FTMM which holds 2.217% in

capital

through

its

FTMM.

directly owned subsidiary

THL.

Earnings per share for the last

2021: (2.42)

2021: 0.13

three years

2020: (15.26)

2020: 0.72

2019: (12.23)

2019: 0.18

Breakup value per share, based

RS. 7.02 per certificate

RS. 10.88 per share

on latest audited financial

statements

Financial position, including main

FTMM is listed Modaraba. Detailed accounts

Current Assets:

items of balance sheet and profit

are

available

at

1.16 million

and loss account of the associated

https://ftmm.com.pk/investor-

Current Liabilities:

company or associated

information/financial-reports/.

However,

0.071 million

undertaking on the basis of its

Profit & Loss Account and Balance Sheet as

Other Income:

latest financial statements;

on June 30, 2021 is attached herewith

0.062 million

Net profit:

0.013 million

Detailed Profit & Loss Account and

Balance Sheet as on June 30, 2021 is

attached herewith

a description of the project and

First

Treet

Manufacturing

Modaraba

its history since

("FTMM" or the "Modaraba") is a

Treet Battery Limited ("TBL") is

conceptualization;

multipurpose,

perpetual

and

under process to take over

multidimensional Modaraba and is managed

operations of Treet Battery Project

by Treet Holdings Limited and is engaged in

through demerger from FTMM in

the manufacture and sale of corrugated

terms of a Scheme of Arrangement

boxes, soaps and batteries.

under Sections 279-283 of the

Companies

Act,

2017

awaiting

Information memorandum is available at

sanction of the Hon'ble Lahore High

www.ftmm.com.pkand also available in the

Court and will continue battery

Financial Statements (for 2020-2021) of the

manufacturing

operation

if and

Company

when the Scheme is sanctioned by

the Hon'ble Court