G3 Technologies : Notice of Extra Ordinary General Meeting

G3 TECHNOLOGIES LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that Extraordinary General Meeting (EOGM) of G3 Technologies Limited (the Company) will be held on Saturday May 07, 2022 at 11:00 a.m. at registered office of the Company at 10-N, Model Town Ext., Lahore to transact the following business:-

ORDINARY BUSINESS:

1. To confirm the Minutes of Extra Ordinary General Meeting held on January 04, 2022.

SPECIAL BUSINESS:

2.

To consider and, if deemed fit, pass, with or without modification, the following resolutions, as special resolutions, in accordance with the provisions of Section 199 read with section 183(3) of the Companies Act, 2017, for the purposes of authorizing the Company to disinvest all the shares of Ghani Chemical Industries Limited (an associated company) to some prospective investor(s).

"RESOLVED THAT the Company be and is hereby authorized, in accordance with Section 199 of the Companies Act, 2017, read Section 183(3) of the Companies Act, 2017, to disinvest, 39,800,000 ordinary shares of Ghani Chemical Industries Limited (GCIL) at appropriate price not less than net purchase price.

FURTHER RESOLVED THAT Mr. Atique Ahmad Khan, the Chief Executive Officer, of the Company be and is hereby singly authorized and empowered to take all necessary steps and make the requisite decisions from time to time, for the purposes of carrying out the disinvestment of GCIL shares.

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

By Order of the Board

Place:	Lahore	FARZAND ALI
Dated:	April 15, 2022	Company Secretary

Notes:

• 1. BOOK CLOSURE

  Share Transfer books of the Company will remain closed and no transfer of shares will be accepted for registration from Saturday April 30, 2022 to Saturday May 07, 2022 (both days inclusive). Transfer received in order at the office of the share registrar

  Corplink (Pvt.) Limited, Wings Arcade, 1-K Commercial,

  Model Town, Lahore, Ph # 9242-35916714, 35839182, email.

  [e-mail]

  at the close of business on Friday April 29, 2022 will be treated in time for the purpose of attendance in the EOGM.

• 2. Attendance of Meeting

  A member entitled to attend, speak and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote instead of him/her.

  proxies in order to be effective duly signed, filled and witnessed must be deposited at the Registered Office of the Company, along with the attested copies of National Identity Card (NIC) or Passport, not less than 48 hours before the meeting.

  CDC Account Holders will have to follow the guidelines as laid down in Circular No. 1 dated January 26, 2000 issued by the SECP for attending the meeting.

  Attendance in the meeting shall be on production of original identity card or passport.

• 3. COVID-19 CONTINGENCY PLANNING

  Due to current COVID-19 situation, the Company intends to convene this EOGM with minimal physical interaction of shareholders while ensuring compliance with the quorum requirements and requests the members to consolidate their attendance and voting at the EOGM through proxies.

  The Company has arranged to ensure that all participants, including shareholders, can now participate in the EOGM proceedings via video link. In order to attend the meeting through video link members are requested to share the below information at

[e-mail] for their appointment/registration and proxy verification by or before May 06, 2022 as per below format.

Full Name	Folio/CDC No.	Company Name	CNIC Number	Registered Email Address	Cell Number

Video link details and login credentials will be shared with those members whose registered emails containing all the particulars are received on or before May 05, 2022.

Shareholders can also provide their comments and questions for the agenda items of the EOGM at the email [e-mail] Members are therefore, encouraged to attend the EOGM through video link or by consolidating their attendance through proxies.

4. Consent For Video-Link Facility

Members may participate in the meeting via video-link facility, if the Company receives a demand from the members holding an aggregate 10% or more shareholding residing at a geographical location outside Lahore, to participate in the meeting through video-link at least 7 days prior to the date of meeting, the Company will arrange video link facility in that city.

In this regard, members who wish to participate through video-link facility should send a duly signed request as per the format (available at website of the Company) to Registered Address of the Company.

1. Statement Under Section 134(3) of the Companies Act, 2017

This statement set out the material facts concerning the special business to be transacted at EOGM of the Company on May 07, 2022 is as under:

The Board of Directors of the Company has proposed the disinvestment of 39,800,000 ordinary shares of Ghani Chemical industries Limited to some prospective investor(s).

Board of Directors of G3 Technologies Limited and Ghani Chemical Industries Limited in their meeting held on April 14, 2022 has decided to merge G3 Technologies Limited with and into Ghani Chemical Industries Limited and in the result of this merger listing status of G3 Technologies Limited will betransferred to Ghani Chemical Industries Limited. Due to proposed merger, investment made by G3 Technologies Limited in Ghani Chemical Industries Limited would be scrapped. Keeping the fact and best interest of the Company (G3 Technologies Limited) and its shareholders, the board of directors has decided to disinvest the shares of Ghani Chemical Industries Limited to some prospective investor, so that the net investment 39,800,000 ordinary share could not be write off.