Systems : Addendum and procedure for electronic voting facility for the upcoming EOGM

ADDENDUM

Systems Limited

This is in continuation of Extraordinary General Meeting Notice published on Friday June 02, 2023.

The Share Transfer books of the Company will be closed from 16 June 2023 to 23 June 2023 (both days inclusive). Instead of 17 June 2023 to 23 June 2023 Transfer received at the address of M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan at the close of business hours on 15 June 2023 will be treated in time for the purpose of above entitlement to the transferees.

PROCEDURE FOR ELECTRONIC VOTING FACILITY AND

VOTING THROUGH POSTAL BALLOT ON SPECIAL BUSINESS

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, 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 Systems 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 Friday, June 23, 2023, at 11.00 AM, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

Lahore	Ali Ahmed Iftikhar
June 07, 2023	Company Secretary

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 18, 2023, 09:00 a.m. and shall close on June 22, 2023 at 5:00 p.m. Members can cast their votes any time in 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:

1. 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 E-1, Sehjpal Road, Near DHA Phase-8(Ex-Air Avenue), Lahore or email at [e-mail] one day before the Extraordinary General Meeting on June 22, 2023, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

Systems Limited

POSTAL BALLOT PAPER

for voting through post for the Special Business at the Extraordinary General Meeting to be held on Friday, June 23, 2023, at 11:00 a.m. at E-1, Sehjpal Near DHA Phase-VIII,(Ex-Air Avenue), Lahore Cantt, Lahore.

Phone: [phone]Website: www.systemsltd.com.

Folio / CDS Account Number

Name of Shareholder / Proxy Holder

Registered Address

Number of shares Held

CNIC/Passport No. (in case of foreigner) (copy to be attached)

Additional information and enclosures (in case of representative of body corporate, corporation, and federal Government)

Name of Authorized Signatory

CNIC/Passport No. (in case of foreigner) of Authorized Signatory (copy to be attached)

Resolution For Agenda Item No. 2

To consider and, if thought fit, approve an increase in the authorized share capital of the Company and for this purpose pass the following special resolution, with or without any amendments and to approve the consequent amendments in the Memorandum and Articles of Association of the Company, subject to requisite approvals, if any:

"RESOLVED THAT the authorized share capital of the company be and is hereby increased from Rs.4,000,000,000 divided into 400,000,000 shares Rs.10 each to Rs.9,800,000,000 divided into 980,000,000 shares of Rs.10 each ranking pari passu in every respect with the existing ordinary shares of the Company.

"RESOLVED FURTHER 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 and Article 4 of the Articles of Association of the Company be and hereby replaced accordingly, to read as follows;

Clause V of the Memorandum of Association

The Authorized capital of the Company is Rs.9,800,000,000 divided into 980,000,000 shares of Rs.10 each with power to increase the capital or any portion thereof and to consolidate, reorganize or alter the share capital of the Company; and to divide and/or sub-divide whole or any part of its share capital into several classes as may be determined by or in accordance with the regulations of the Company or subject to the provisions of the Companies Act, 2017..

Article 4 of the Article of Association

The Authorized capital of the Company is Rs.9,800,000,000 divided into 980,000,000 shares of Rs.10 each with power to increase the capital or any portion thereof and to consolidate, reorganize or alter the share capital of the Company; and to divide and/or sub-divide whole or any part of its share capital into several classes as may be determined by or in accordance with the regulations of the Company or subject to the provisions of the Companies Act, 2017.

"FURTHER RESOLVED THAT the Chief Executive Officer and the Chief Financial Officer and the Company Secretary of the Company be and is hereby singly authorized to take all necessary steps and execute documents including legal and corporate formalities and file all requisite documents with Securities & Exchange Commission of Pakistan as may be necessary or expedient for the purpose of giving effect to the spirit and intent of the above resolutions."

Instructions For Poll

1. Please indicate your vote by ticking (√) the relevant box.
2. In case if both the boxes are marked as (√), you poll shall be treated as "Rejected".

I/we hereby exercise my/our vote in respect of the above resolution through ballot by conveying my/our assent or dissent to the resolution by placing tick (√) mark in the appropriate box below;

Resolution

Resolution For Agenda Item No. 2

I/We assent to the Resolution (FOR)

I/We dissent to the

Resolution (AGAINST)

1. Dully filled ballot paper should be sent to the Chairman of Systems Limited at E-1, Sehjpal Near DHA Phase-VIII,(Ex-Air Avenue), Lahore Cantt, Lahore or e-mail at [e-mail]

1. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
2. Ballot paper should reach the Chairman within business hours by or before Thursday, June 22, 2023. Any postal Ballot received after this date, will not be considered for voting.
3. Signature on ballot paper should match with signature on CNIC/ Passport. (In case of foreigner).
4. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
5. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member.
6. Ballot Paper form has also been placed on the website of the Company at: www.systemsltd.com. Members may download the Ballot paper from the website or use an original/photocopy published in newspapers.

Date

Shareholder / Proxy holder Signature/Authorized Signatory

(In case of corporate entity, please affix company stamp)