Engro : Notice of Extra Ordinary General Meeting (Published Copies)

32cm x 4 Column (15.6 cm)

Notice of Extra-Ordinary General Meeting

Notice is hereby given that an Extra-Ordinary General Meeting ("EOGM") of the members of Engro Corporation Limited (the "Company") will be held on Thursday, January 26, 2023, at Karachi School of Business and Leadership (KSBL) situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi - 74800, at 02:30 p.m. to transact the following business:

Members are encouraged to attend the EOGM through video conference facility managed by the Company

(please see the notes section for details).

Special business

1. To consider and if deemed fit, to pass with or without modification(s), addition(s) or deletion(s), the following Special Resolution(s) under Section 88 of the Companies Act, 2017 read with Listed Companies (Buy-Back of Shares) Regulations, 2019 (as may be amended), for the purchase/buy-back by the Company up to an aggregate number of 70,000,000 (Seventy Million) issued ordinary shares of the Company, having face value of PKR 10/- (Pak Rupees Ten) each, through the securities exchange at the spot/current price acceptable to the Company prevailing during the purchase period, as recommended by the Board of Directors of the Company:

"RESOLVED THAT, subject to compliance with applicable laws (as may be further amended), approval of the members of Engro Corporation Limited (the "Company") be and is hereby accorded under Section 88 of the

Companies Act, 2017 read with Listed Companies (Buy-Back of Shares) Regulations, 2019, for the following acts by the Company:

1. purchase/buy-backof up to an aggregate number of 70,000,000 (Seventy Million) issued and paid-up ordinary shares of the Company, having paid-up/face value of PKR 10/- (Pak Rupees Ten Only) each, representing approximately 12.1% of the total issued and paid-up ordinary shares of the Company (the "Purchase");
2. the Purchased shares be cancelled by the Company;
3. the Purchase be commenced no later than 7 (seven) calendar days of the public announcement of the Purchase and to end no later than 180 (one hundred and eighty) days from the date of the special resolution, in each case in accordance with applicable law;
4. the Purchase to be conducted through the Pakistan Stock Exchange Limited in accordance with the applicable law, including the Listed Companies (Buy-Back of Shares) Regulations, 2019 (as amended from time to time, the "Regulations");
5. that the Company maintain sufficient funds in the designated clearing bank account(s) from time to time during the Purchase period for the timely settlements of the daily purchases;
6. that the Authorized Person(s) (including the Manager to the Offer) as appointed by the Board of Directors of the Company take all necessary, ancillary and incidental steps and to do or cause to be done all such acts, deeds and things that may be required for the purpose of carrying out and giving effect to the aforementioned resolutions, and for the purpose of implementing, procuring, and completing the Purchase; and
7. the aforesaid resolutions, as deemed appropriate and necessary, may be revised by the Authorized Person(s) in accordance with any amendments in applicable law, or as directed in writing by any Competent Authority, which revision shall then be deemed to be part of the resolutions without the need for the shareholders/ members of the Company to pass fresh resolutions.

The information as required under Section 134(3) of the Companies Act, 2017, is being provided along with the Notice of the EOGM being sent to the Shareholders/Members.

	By Order of the Board
December 14, 2022	Shomaila Loan
Karachi	Company Secretary

Notes:

1. Participation in the EOGM proceeding via the video conference facility:
   Members are encouraged to attend the EOGM proceedings via video-conferencing facility, which shall be made available by the Company.
   All shareholders/members interested in attending the EOGM, either physically or through video-conferencing facility are requested to register their Name, Folio Number, Cell Number, CNIC/Passport number at https://forms.office.com/r/2nKNTGkxJN. Members wishing to attend in person must also provide a copy of their vaccination certificates at the above link. Confirmation email for physical meeting or video link and login credentials will be shared with only those shareholders/members whose registration are received at least 48 (forty-eight) hours before the time of EOGM.
   Shareholders/Members can also provide their comments and questions for the agenda item of the EOGM at the email address [e-mail]
2. Closure of Shares Transfer Books:
   The Share Transfer Books of the Company will be closed from Friday, January 20, 2023 to Thursday, January 26, 2023 (both days inclusive). Transfers received in order at the office of our share registrar, M/s. FAMCO Associates (Private) Limited, 8-F, near Hotel Faran, Block 6, PECHS, Shahrah-e-Faisal, Karachi PABX Nos. (92-21)34380101-5 and email [e-mail] by the close of business (05:00 p.m.) on Thursday, January 19, 2023 will be treated in time to determine voting rights of the members for attending the meeting.
3. Participation in General Meeting:
   A member entitled to attend and vote at the EOGM shall be entitled to appoint another person, as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have all such rights in respect of attending, speaking and voting at the EOGM as are available to a member. Proxies, in order to be effective, must be received by the Company not less than 48 (forty-eight) hours before the meeting. A proxy need not be a member of the Company.

1. Requirements for appointing proxies:
2. 1. In case of individuals, the account holder or sub-account holder whose registration details are uploaded as per the Central Depository Company of Pakistan Limited Regulations, shall submit the proxy form as per the above requirement.
   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 valid CNICs or the passports of the beneficial owner(s) and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his/her valid original CNIC or original passport at the time of the EOGM.
   5. In case of a corporate entity, the Board of Directors' resolution/power of attorney, with specimen signature of the nominee, shall be submitted to the Company along with the proxy form unless the same has been provided earlier.

5. Pursuant to Companies (Postal Ballot) Regulations 2018, read with Sections 143 and 144 of the Companies Act 2017, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

32cm x 4 Column (15.6 cm)