Engro : NOTICE OF THE EXTRA ORDINARY GENERAL MEETING

May 30, 2024

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building, Stock Exchange Road

Karachi

NOTICE OF THE EXTRA ORDINARY GENERAL MEETING

OF ENGRO CORPORATION LIMITED

Dear Sir / Madam,

Reference is made to the material information disclosed by Engro Corporation Limited (the "Company") to the Pakistan Stock Exchange ("PSX" or the "Exchange") on May 6, 2024 and May 17, 2024.

We inform you that pursuant to the Order of Hon'ble Islamabad High Court dated May 23, 2024 (the "Order"), an Extra Ordinary General Meeting ("EOGM") of the Company will be held on Wednesday, June 26, 2024, at 11:30 am at the Karachi School of Business and Leadership, situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi.

The following information in this regard is being submitted to the Exchange:

1. Notice of the EOGM along with the Statement of Material Facts;
2. Postal Ballot, as required under Regulation 8 of the Companies (Postal) Ballot Regulations, 2018;
3. Proxy Form;
4. Copy of the Order;
5. Scheme of Arrangement filed with Hon'ble Islamabad High Court; and
6. Statement under Section 281 of the Companies Act, 2017.

The Notice of EOGM, along with Statement of Material Facts, Proxy Form and Postal Ballot, will be published in Business Recorder and Nawa-i-Waqt (English and Urdu - nationwide publication) on Friday, May 31, 2024.

The Share Transfer Books of the Company will remain closed from Wednesday, June 12, 2024 to Wednesday, June 26, 2024 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, M/s FAMCO Share Registration Services (Private) Limited, 8-F, Near Hotel Faran, Block 6, P.E.C.H.S, Shahra-e-Faisal, Karachi, PABX No. ([phone], and email [e-mail], by close of business on Tuesday, June 11, 2024, will be considered in time to attend, vote and speak at the EOGM.

In compliance with Regulation 4 of the Companies (Postal) Ballot Regulations, 2018, the electronic voting facility will be available to eligible members of the Company in line with applicable law.

Kindly disseminate this information to the TRE Certificate Holders of the Exchange accordingly.

For and on behalf of

Engro Corporation Limited:

Mohammad Yasir Khan

Company Secretary

Copied:

Director / HOD

Listed Companies Department, Supervision Division

Securities and Exchange Commission of Pakistan

NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that pursuant to the order of the Hon'ble Islamabad High Court, Islamabad dated May 23, 2024, an Extra Ordinary General meeting ("EOGM") of the Members of Engro Corporation Limited (Engro Corporation) will be held on Wednesday, June 26, 2024, at 11:30 am at the Karachi School of Business & Leadership, National Stadium Road, opposite Liaquat National Hospital, Karachi, 74800, Sindh to transact the following business:

Special Business:

1. To consider, and, if thought fit, to pass, with or without modifications, the following resolution for, inter alia, a corporate restructuring / reorganization of Engro Corporation, involving the following:

1. Dawood Hercules Corporation Limited (DH Corporation) shall be demerged into two legal entities whereby all its assets, liabilities and obligations other than its investment in shares of Engro Corporation as specified in the Scheme (Demerged Undertaking) shall vest into DH Partners Limited (DHPL) against which DHPL shall issue shares in its share capital to the existing shareholders of DH Corporation (DH Existing Shareholders) in the same proportion in which they hold shares in DH Corporation;
2. DH Corporation's investment in shares of Engro Corporation (Retained Undertaking) will be retained as part of DH Corporation; and
3. The shares held by all shareholders of Engro Corporation (other than DH Corporation) in the issued share capital of Engro Corporation (Transferred Shareholders) shall vest with and into DH Corporation i.e., Engro Corporation shall become a wholly owned subsidiary of DH Corporation, in exchange whereof the Transferred Shareholders shall be issued shares by the DH Corporation in its share capital in a proportion such that the Transferred Shareholders shall hold their present proportionate shareholding in Engro Corporation indirectly through DH Corporation,

along with ancillary matters thereto, in accordance with the Scheme of Arrangement filed with the Hon'ble Islamabad High Court, Islamabad, as approved by the Board of Directors of Engro Corporation on May 17, 2024.

The resolution to be passed by the requisite majority of members of the Engro Corporation under Section 279 to 282 and 285(8) of the Companies Act, 2017 is as under:

"RESOLVED THAT the Scheme of Arrangement filed with the Hon'ble Islamabad High Court, Islamabad, prepared under the provisions of Section 279-282 and 285(8) of the Companies Act, 2017 as approved by the Board of Directors and circulated to the members of Engro Corporation for, inter alia:

1. DH Corporation Limited ("DH Corporation") shall be demerged into two legal entities whereby all its assets, liabilities and obligations other than its investment in shares of Engro Corporation as specified in the Scheme
   ("Demerged Undertaking") shall vest into DH Partners Limited ("DHPL") against which DHPL shall issue shares in its share capital to the existing shareholders of DH Corporation ("DH Existing Shareholders") in the same proportion in which they hold shares in DH Corporation;
2. DH Corporation's investment in shares of Engro Corporation ("Retained Undertaking") will be retained as part of DH Corporation; and
3. The shares held by all shareholders of Engro Corporation (other than DH Corporation) in the issued share capital of Engro Corporation ("Transferred Shareholders") shall vest with and into DH Corporation i.e., Engro Corporation shall become a wholly owned subsidiary of DH Corporation, in exchange whereof the Transferred Shareholders shall be issued shares by DH Corporation in its share capital in a proportion such that the Transferred Shareholders shall hold their present proportionate shareholding in Engro Corporation indirectly through DH Corporation,

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along with ancillary matters thereto, placed before the meeting for consideration and approval, be and hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the Hon'ble Islamabad High Court, Islamabad.

FURTHER RESOLVED THAT the Chief Executive Officer, Chief Financial Officer and / or the Company Secretary be and are hereby singly authorized to complete any or all necessary corporate, legal and regulatory compliances and formalities to give effect to the above, including to sign, execute, deliver and issue, on behalf of Engro Corporation, all such notices, documents, forms, instruments and other papers of any nature whatsoever that may be required in connection with the above resolution(s), and to complete regulatory requirements including filing of required documents with the Hon'ble Islamabad High Court."

As per order of the Hon'ble Islamabad High Court, Mr. Hussain Dawood is appointed Chairman for the EOGM. The statement under section 134(3) of the Companies Act, 2017 setting out the material facts is annexed to this notice.

Other Business:

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

By Order of the Board

Dated: May 27, 2024	MOHAMMAD YASIR KHAN
Karachi	Company Secretary

NOTES:

1. Video Conference Facility for Extraordinary General Meeting (EOGM) of shareholders: As per the directive issued by
   Securities and Exchange Commission of Pakistan ("SECP"), Engro Corporation Limited (the "Company") has made arrangements of video conference facility to ensure that shareholders can also participate in the EOGM proceeding via video link. The members and their proxies who intend to attend the EOGM through video-link must register their particulars by sending an email at [e-mail]. The members registering to connect through video-link facility are required to mention their name, folio number and number of shares held in their name in the email with subject 'Registration for Engro Corporation EOGM' along with valid copy of their CNIC/Passport. Video link and login credentials will be shared with the members whose emails, containing all the required particulars, are received at the given email address at least 24 (twenty four) hours before the time of the EOGM.
2. The Share Transfer Books of the Company will remain closed from Wednesday, June 12, 2024 to Wednesday, June 26,
   2024 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, M/s FAMCO Share Registration Services (Private) Limited, 8-F, Near Hotel Faran, Block 6, P.E.C.H.S, Shahra-e-Faisal, Karachi, PABX No. (+92-
   21)34380101-5, and email [e-mail], by close of business on Tuesday, June 11, 2024, will be considered in time to attend, vote and speak at the EOGM.

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1. A member entitled to attend, vote and speak at this meeting may appoint another member as his/her/its proxy to attend, vote and speak at the meeting. The instrument appointing a proxy and the power of the attorney or other authority / board resolution under which it is signed or notarized must be deposited at the registered office of the Company at least forty- eight (48) hours before the time of the Meeting. The forms of proxy are attached to this notice.
2. All members entitled to attend, vote and speak at the EOGM, are entitled to appoint another person in writing as their proxy to attend, vote and speak on their behalf. A proxy need not be a member of the Company. A corporate entity, being member, may appoint its representative to attend the EOGM through resolution of its Board of Directors. Proxy Forms in English and
   Urdu languages are attached with the notice circulated to the shareholders. In case of appointment of proxy by corporate entities, a resolution of the board of directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to the Company along with a completed proxy form. The proxy holders are required to produce their original valid CNICs or original passports at the time of the EOGM.
3. In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 (forty-eight) hours before the time of the EOGM.
4. CDC account holders will further have to follow the below guidelines as laid down by the SECP:
5. 1. For Attending the EOGM
   2. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the above- mentioned email address at least 48 (forty-eight) hours before the EOGM.
      2. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature of the nominee shall be shared on the above-mentioned email address at least 48 (forty eight) hours before the EOGM (unless it has been provided earlier).

1. 1. For Appointing Proxies
   2. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall submit the proxy form as per above requirements.
      2. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
      3. The proxy shall produce original valid CNIC or original passport at the above mentioned email address at least 48 (forty eight) hours before the meeting.
      4. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature shall be submitted on the email address mentioned above at least 48 (forty eight) hours before the EOGM (unless it has been provided earlier) along with proxy form to the Company.
      5. Proxy form will be witnessed by 2 (two) persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.
2. Pursuant to the Companies (Postal Ballot) Regulations, 2018, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through E-voting, in accordance with the requirements and procedure contained in the aforesaid Regulations.
3. The Company has placed the Notice of EOGM along with Proxy Form and Postal Ballot Paper on its website: www.engro. com.

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STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

Company Original No. 7/2024 has been filed in the Hon'ble Islamabad High Court, Islamabad under sections 279 - 282 and 285(8) of the Companies Act, 2017 ("Companies Act") for sanction of and for passing other orders in respect of Scheme of Arrangement between the DH Corporation Limited ("DH Corporation"), DH Partners Limited ("DHPL") and Engro Corporation Limited ("Engro Corporation") ("Scheme"). In the proceedings, the Court has directed the convening of meetings of the members of the Engro Corporation seeking their agreement to Scheme.

Subject to the sanction of the Scheme by the Islamabad High Court, under the Scheme (i) the DH Corporation shall be demerged into two legal entities whereby all its assets, liabilities and obligations other than its investment in shares of Engro Corporation as specified in the Scheme (the "Demerged Undertaking") shall vest into DHPL against which DHPL shall issue shares in its share capital to the existing shareholders of DH Corporation (the "DH Existing Shareholders") in the same proportion in which they hold shares in DH Corporation; (ii) DH Corporation's investment in shares of Engro Corporation (the "Retained Undertaking") will be retained as part of DH Corporation; and (iii) the shares held by all shareholders of Engro Corporation (other than DH Corporation) in the issued share capital of Engro Corporation (the "Transferred Shareholders") shall vest with and into the DH Corporation i.e., Engro Corporation shall become a wholly owned subsidiary of DH Corporation, in exchange whereof the Transferred Shareholders shall be issued shares by the DH Corporation in its share capital in a proportion such that the Transferred Shareholders shall hold their present proportionate shareholding in Engro Corporation indirectly through DH Corporation ("Proposed Arrangement").

The Proposed Arrangement, along with all ancillary and related matters thereto, shall be effective by way of the Scheme in accordance with the provisions of Section 279 - 282 and 285(8) of the Companies Act, 2017. The Scheme has been filed with the

Islamabad High Court on Tuesday, May 21, 2024.

.

No director of DH Corporation, DHPL and Engro Corporation has any interest, whether directly or indirectly, except to the extent of their shareholding held by them in the respective company (including as nominee directors) and, for the executive directors, their employment within the respective company. The directors are also interested to the extent of remuneration and benefits as per the policy of the respective company and applicable laws. The effect of this Scheme on the interest of these directors does not differ from the respective interests of the members of the DH Corporation, DHPL and Engro Corporation, except to the extent stipulated herein.

A copy of the Scheme is available for inspection to any person entitled to attend the Extra Ordinary General meeting, at the registered office of Engro Corporation, situated at 8th Floor, The Harbour Front Building, HC # 3, Marine Drive, Block 4, Clifton, Karachi, Pakistan free of cost during normal business hours. Furthermore, in accordance with Section 282(2) of the Companies Act, 2017, a copy of the Scheme, statement under Section 281 of the Companies Act, 2017 read with statement of material facts under Section 134(3) of the Companies Act, 2017 has been enclosed with the notice of meeting circulated to the members of Engro Corporation.

In view of the above, the Board of Directors of Engro Corporation have approved and recommended the Scheme, along with the arrangements stipulated thereunder which have been described above.

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ENGRO CORPORATION LIMITED

Registered Office Address: 8th Floor, The Harbor Front Building

HC-3 Marine Drive, Block 4, Clifton, Karachi

Contact: U [phone]

www.engro.com

Ballot paper for voting through post for poll to be held at the Extra Ordinary General Meeting of Engro Corporation Limited being held on Wednesday, June 26, 2024, at 11:30 am at the Karachi School of Business & Leadership, National Stadium Road, opposite Liaquat National Hospital, Karachi, 74800, Sindh and through video conferencing.

Contact Details of Chairman, where ballot paper may be sent:

Business Address: The Chairman, Engro Corporation Limited, 8th Floor, The Harbor Front Building, HC-3 Marine Drive, Block 4, Clifton, Karachi

Attention: Company Secretary

Designated email address: [e-mail]

Name of Shareholder / Joint Shareholders

Registered Address of Shareholder

Number of Shares Held

Folio Number / Participant or Investor Account Number

CNIC Number (copy to be attached)

Additional Information & Enclosures (In case of Representative of Body Corporate,

Corporation & Federal Government)

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

		No. of Ordinary	I / We assent	I / We dissent
S.	Nature & Description of	to the Special	to the Special
Shares for which
No.	Special Resolution(s)	Resolution(s)	Resolution(s)
votes casted
		(FOR)	(AGAINST)
1.	RESOLVED THAT the Scheme of Arrangement filed with
	the Hon'ble Islamabad High Court, Islamabad, prepared
	under the provisions of Section 279-282 and 285(8)
	of the Companies Act, 2017 as approved by the Board
	of Directors and circulated to the members of Engro
	Corporation Limited ("Engro Corporation") for, inter alia:
	(a) DH Corporation Limited ("DH Corporation") shall
	be demerged into two legal entities whereby all
	its assets, liabilities and obligations other than
	its investment in shares of Engro Corporation
	as specified in the Scheme ("Demerged
	Undertaking") shall vest into DH Partners Limited
	("DHPL") against which DHPL shall issue shares in
	its share capital to the existing shareholders of
	DH Corporation ("DH Existing Shareholders") in
	the same proportion in which they hold shares in
	DH Corporation;

1. DH Corporation's investment in shares of Engro Corporation ("Retained Undertaking") will be retained as part of DH Corporation; and
2. The shares held by all shareholders of Engro Corporation (other than DH Corporation) in the issued share capital of Engro Corporation ("Transferred Shareholders") shall vest with and into DH Corporation i.e., Engro Corporation shall become a wholly owned subsidiary of DH Corporation, in exchange whereof the Transferred Shareholders shall be issued shares by DH Corporation in its share capital in a proportion such that the Transferred Shareholders shall hold their present proportionate shareholding in Engro Corporation indirectly through DH Corporation,

along with ancillary matters thereto, placed before the meeting for consideration and approval, be and hereby approved and adopted, along with any modifications

• amendments required or conditions imposed by the Hon'ble Islamabad High Court, Islamabad.

FURTHER RESOLVED THAT the Chief Executive Officer, Chief Financial Officer and /or the Company Secretary be and are hereby singly authorized to complete any or all necessary corporate, legal and regulatory compliances and formalities to give effect to the above, including to sign, execute, deliver and issue, on behalf of Engro Corporation, all such notices, documents, forms, instruments and other papers of any nature whatsoever that may be required in connection with the above resolution(s), and to complete regulatory requirements including filing of required documents with the Hon'ble Islamabad High Court.

__________________________________________________________

Signature of Shareholder(s) / Proxy Holder / Authorized Signatory Place:

Date:

NOTES:

1. Duly filled postal ballot should be sent to Chairman at above-mentioned postal or email address.
2. A Copy of the CNIC should be enclosed with the postal ballot form.
3. Postal ballot forms should reach Chairman of the meeting on or before June 25, 2024 up till 05:00 p.m. Any postal ballot received after this date and time will not be considered for voting.
4. The signature on postal ballot should match the signature on CNIC.
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
6. Ballot paper has also been placed on the website of the Company at www.engro.com. Members and Shareholders may download the ballot paper from the website or use the original/photocopy published in the newspaper.

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Form of Proxy

I/We

of

being a member of ENGRO CORPORATION LIMITED and holder

of

(Number of Shares)

Ordinary Shares as per share Register Folio No.

and/or CDC Participant I.D. No.

and Sub Account No.

herebyappoint

of

orfailinghim/her

of

as my proxy to vote for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company to be held on the 26th day of June, 2024 and at any adjournment thereof.

Signed this		day of		2024.
WITNESSES:

1. Signature:
   Name:
   Address:

CNIC or :

Passport No :

2) Signature:
						Signature
	Name:
									Signature should agree with the specimen
	Address:
								registered with the Company
	CNIC or :
	Passport No :

Note:

Proxies, in order to be effective, must be received by the Company not less than 48 hours before the meeting. A Proxy holder may not need to be a member of the Company.

CDC Shareholders and their proxies are each requested to attach an attested photocopy of their Computerized National Identity Card or Passport with this proxy form before submission to the Company.

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