Cnergyico PK: Notice of Extraordinary General Meeting – Before publication

Notice of Extraordinary General Meeting

Meeting Cnergyico Pk Limited

Notice is given that the Extraordinary General Meeting (“Meeting”) of Cnergyico Pk Limited will take place on Monday 25e July 2022 at 10.30 a.m. at Jasmine Hall, Beach Luxury Hotel, Lalazar, Karachi, to transact the following ordinary business:

ORDINARY TRADE

1. To confirm the minutes of the 27e Annual General Meeting of the Society held on 27e October 2021.
2. To elect 07 directors of the Company as fixed by the Board of Directors in accordance with section 159(1) of the Companies Act 2017 (the “Law”) for a period of three years. The following re-eligible directors are eligible for re-election:
3. 1. Mr. Amir Abbassciy;
   2. Mr. Mohammad Wasi Khan;
   3. Syed Arshad Raza;
   4. Mr. Amir Waheed Ahmed;
   5. Mr. Muhammad Usama Qureshi;
   6. Ms. Uzma Abbasi; and
   7. Syed Hassan Zaidi.
4. To transact any other business with the permission of the President

Closing of Share Transfer Books

The register of shareholders and the share transfer books of the Company will remain closed from Monday 18e July 2022 until Monday 25e July 2022 (both days included).

Participation in the Meeting

Only persons whose names appear in the register of members of the Company on Friday 15e July 2022, have the right to attend, par�cipate and vote at the Meeting.

A member entitled to participate and vote may appoint another member as a proxy to participate and vote on his or her behalf, however, for the purposes of electronic voting, a non-member may also be appointed and act. as agent. Proxies must reach the registered office of the Company at least 48 hours before the time of the Meeting.

Guidelines for Account Holders of Central Depository Company of Pakistan Limited (“CDC”)

CDC account holders must comply with the following SECP guidelines:

For A�endance

1. Individuals must be account holders or Sub-account holder(s) and their registration details must be uploaded in accordance with CDC regulations and must establish their identity at the time of the meeting by presenting their national iden�on computerized original�ty Card (“CNIC”) or passport.

1. Unless otherwise stipulated, legal persons must produce at the time of the Meeting a certified true copy of a resolution of their board of directors or of a power of attorney from A�orney, bearing the specimen signature of one Orney .

To appoint proxies

1. Individuals must be account holders or sub-account holder(s) whose registration details must be uploaded in accordance with CDC regulations and their proxy forms must be submitted to the registered office of the Company at least 48 hours prior to the time of outfit of the Mee ng.
2. The proxy form must be attested by two persons whose names, addresses and CNIC numbers must be specified therein.
3. Certified copies of the beneficial owner’s CNIC or passport and power of attorney must be provided with the power of attorney form.
4. The proxies must, at the time of the Meeting, produce their CNIC or their original passport.
5. Unless otherwise stipulated, legal persons must produce at the time of the Meeting a certified true copy of a resolution of their board of directors or of a power of attorney from A�orney, bearing the specimen signature of one Orney .

Conversion of Physical Shares in Book-Entry Form

The Securities and Exchange Commission of Pakistan (“SECP’), see his letter bearing the n° CSD/ED/Misc./ 2016-639-640 of 26e March 2021, advised all listed companies to sue their shareholders who still hold shares in physical form, to convert them into book-entry form. For this purpose, shareholders will be required to open an account with the Central Depository Company of Pakistan or any holder of trading rights certificate (stockbroker) of Pakistan Stock Exchange Limited.

In view of the foregoing and as advised by the SECP, shareholders who hold physical shares are requested to make arrangements to convert them into book-entry form.

Video conferencing facility

Members can also avail video conferencing facilities in Lahore and Islamabad. In this regard, please complete the required form (available on the Company’s website www.cnergyico.com) and submit it to the registered address of the Company 10 days before

meeting held.

If the Company receives the consent of members holding in aggregate 10% or more of the shareholding residing in a geographical location, to participate in the Meeting by videoconference at least 10 days before the date of the Meeting, the Company will organize a videoconferencing facility in the city subject to the availability of such facility in that city.

The Company will notify members regarding the location of the videoconferencing facility at least 5 days prior to the date of the meeting with the full informa�on necessary to allow them access to the facility.

Notice of Inten�on by Persons Seeking to Challenge the Election of Directors

Any person who seeks to challenge the election of directors must be a member of the Society at the time of filing their consent to challenge the election of directors, with the exception of a person representing a member, who is not a natural person . He she

must file at the registered office of the Company, no later than fourteen days before the date of the EGM, a notice of its intention to stand for election as a director in terms of sec�on 159(3) of the Act, as well as:

1. Form 28 – Consent to Act as Administrator Prescribed Under Section 167 of the Act;
2. A detailed profile as required by SECP SRO 25 (1) 2012, dated 16e January 2012; and
3. Declaration confirming that:
4. 1. He/she is a member of the company and in the case of physical shares, the folio number will be mentioned and in the case of a member who deposited his shares in the CDC, the identification number of the participant and the number of account will be mentioned. maintained with the stock exchange member,
   2. His name is entered in the na�onal register of taxpayers (unless he is a non-resident) mentioning the NTN number,
   3. He/she has not been in default of payment of a loan to any banking company, DFI or NBFl or being a member of any stock exchange has not been declared in default by that stock exchange,
   4. He/she is not ineligible to become a director of a listed company under applicable laws and regulations,
   5. He/she is aware of the duties and powers as a director under the relevant laws, Memorandum and Articles of Association of the Company and Listing Regulations of Pakistan Stock Exchange Limited,
   6. He/she is not engaged in the brokerage business, or is not the spouse of any such person or is not a sponsor, director or officer of any corporate brokerage, and
   7. He does not exercise the functions of director in more than seven (7) listed companies, including this company except as a director in listed subsidiaries of listed holding companies.
5. In the case of independent directors, a separate declaration of independence in accordance with Section 166(2) of the Act, as required by the Listed Companies (Corporate Governance Code) Regulations 2019.

In accordance with the Companies (Postal Voting) Regulations 2018, for the purposes of the election of directors and for any other agenda item subject to the requirements of sections 143 and 144 of the Act, members will be permitted to exercise their right to vote by correspondence, i.e. by correspondence or by any electronic means, in accordance with the requirements and procedure contained in the aforementioned regulations.

Statement of material facts under subsection 166(3) of the Act regarding the election of directors

Independent directors will be elected through the process for electing directors pursuant to section 159 of the Act and must meet the criteria established under section 166(2) of the Act.

Current directors are interested insofar as they are eligible for re-election as directors of the Company.

The convening notice was posted on the Company’s website www.cnergyico.com in addition to being sent to shareholders.