Tariq : Notice of Extraordinary General Meeting

TARIQ CORPORATION LIMITED

NOTICE OF EXTRA ORDINARY GENERAL MEETING

(EOGM)

TARIQ CORPORATION LIMITED

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that an Extra Ordinary General Meeting of the company will be held on September 09, 2023 at 11:30 A.M. at its registered office, 28-C, Block E-1,Gulberg-III, Lahore, to transact the following business:

Ordinary Business:

1. To confirm minutes of the Extra Ordinary General Meeting held on March 31, 2023.

Special Business:

2. To consider and if deemed fit, to pass the following resolutions as special resolutions under Section 199 of the Companies Act, 2017, as recommended by the Board of Directors with or without modification, addition(s) or deletion(s).

RESOLVED UNANIMOUSLY THAT approval of the members of the Company be and is hereby accorded in terms of the provisions of section 199 of the Companies Act, 2017

1. To authorize the company to make further equity investment upto Rs. 125 million in the Tariq Capital (Private) Limited an associated company.
2. To authorize the company to make further investment by way of short- term finance upto PKR 100 million in Tariq Capital (Private) Limited (TCPL), to meet its working capital requirements.
3. To authorize the company issuance of Corporate Guarantee for an amount upto PKR 150 million for a period of three to five years in favour of various banks to secure long term financial assistance to be extended by the concerned banks to Tariq Capital (Private) Limited an associated company, as per terms and conditions settled after necessary negotiations with the respective bank.

RESOLVED FURTHER THAT this resolution shall be valid for a period of year starting from the date of approval by members and the Chief Executive Officer and / or Chief Financial Officer and / or Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.

RESOLVED FURTHER THAT the Company be and is hereby authorized to dispose of through any mode, a part or all of equity investments made by the Company from time to time and to dispose of and / or decline a part or all of its entitlement of right shares as and when offered by the investee companies in which the Company has made equity investment and the Chief Executive Officer be and are hereby authorized to take the decision of divestment and / or declining of right shares entitlement as and when the deemed it appropriate and necessary in the best interest of the Company and its members.

RESOLVED FURTHER THAT that the Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary of the Company be and are hereby singly authorized to do all acts, deeds and things, take or cause to be taken all necessary actions to comply with all legal formalities and requirements and to file necessary documents with the Registrar of Companies and SECP as may be necessary or incidental for the purposes of implementing this resolution.

3. To consider and if deemed fit to approve the circulation of annual audited financial statements to members through QR enabled code and weblink pass as notified by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389(1)/2023 dated March 21,2023.

The following resolution is proposed to be adopted as Special Resolution with or without any modification(s), addition(s) and deletion(s)

RESOLVED THAT that circulation of Annual Audited Financial Statements of the Company to its members through QR enabled code and weblink as notified by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389(1)/2023 dated March 21,2023.

RESOLVED FURTHER THAT that the Chief Executive Officer and Company Secretary of the Company be and are hereby singly authorized to complete all legal formalities for giving effect to this resolution.

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

By the order of the Board

LAHORE.	(KHALID MAHMOOD)
Date: 19 August 2023	Company Secretary

NOTES:

BOOK CLOSURE:

The Shares Transfer Books of the Company will remain closed from September 03, 2023 to September 09, 2023 (both days inclusive) for attending and voting at the Extraordinary General Meeting. Transfers received in order at the close of business on September 02, 2023 at Office of the Company's Share Registrar M/s CDC Share Registrar Services Ltd, will be considered in time, for attending of the meeting.

PROXIES:

A member eligible to attend and vote at this meeting may appoint another member his / her proxy to attend and vote instead of him / her. Proxies in order to be effective must reach the Company's registered office not less than 48 hours before the time for holding the meeting.

Proxies of the Members through CDC shall be accompanied with attested copies of their CNIC. In case of corporate entity, the Board's Resolution / power of attorney with specimen signature shall be furnished along with proxy form to the Company. The shareholders through CDC are requested to bring original CNIC, Account Number and Participant Account Number to produce at the time of attending the meeting.

Members are requested to immediately notify the change in their address, if any. Members who have deposited their shares into Central Depository Company of Pakistan Limited ("CDC") will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

A. For Attending the Meeting

1. 1. In case of Individuals, the account holder and / or sub-account holder and their registration details are uploaded as per the CDC Regulations, shall authenticate his / her identity by showing his / her original CNIC or, original Passport at the time of attending the Meeting.
   2. In case of corporate entity, the Board's resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
2. For Appointing Proxies
3. 1. In case of individuals, the account holder and / or sub-account holder and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
   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 the passport of beneficial owners and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his original CNIC or original passport at the time of the Meeting.
   5. In case of corporate entity, the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

Video Conference Facility:

In terms of the Companies Act, 2017, members residing in a city holding at least 10% of the total paid up share capital may demand the facility of video-link for participating in the Extraordinary General Meeting. The request for video-link facility shall be received by the Share Registrar at their address at least 7 days prior to the date of the meeting on the Standard Form available on the website of the Company.

Video Link Facility for Meeting: -

Securities and Exchange Commission of Pakistan ("SECP") has advised vide Circular No. 4 of 2021 dated 15 February, 2021 to provide participation of the members through electronic means. The members can attend the EOGM via video link using smart phones / tablets. To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides) / passport, attested copy of board resolution / power of attorney (in case of corporate members) through email at (Company's email)

Name of Member/Proxy holder

CNIC No.

Folio No./CDC

Account No.

Cell No./ Whatsapp

No.

Email ID

Polling on Special Business Resolutions:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), 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 Tariq Corporation Limited 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 September 09.,2023., at 11:30 AM, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

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 on September 02,2023.

1. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

1. Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

IV.	E-Voting lines will start from September 05,2023, 09:00 a.m. and shall close on September
	09,2023 at 5.00 p.m. Members can cast their votes any time during 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:

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 28-C, Block E-1,Gulberg-III, Lahore or email at [e-mail] day before the date of Extraordinary General Meeting on September 09,2023 during working hours The signature on the ballot paper shall match the signature on CNIC.

This postal Poll paper is also available for download from the website of the Company at www.tariqcorp.com or use the same as attached to this Notice and published in newspapers.

Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman shall be the deciding Authority.

Scrutinizer:

In accordance with the Regulation 11 of the Regulations, the Board of the Company has appointed M/s Hassan Naeem & Co, Chartered Accountants, a QCR rated audit firm, to act as the Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.

E-voting Service Provider:

M/s CDC Share Registrar Services Limited

Members of the Company, are advised in their best interest, to convert their physical shares into book-entry form at earliest.