Macter International : Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of the Members of Macter International Limited (the Company) will be held on Friday, October 20, 2023 at 09:00 a.m. at Moosa D. Desai Auditorium, the Institute of Chartered Accountants of Pakistan, Chartered Accountants Avenue, Clifton, Karachi to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Consolidated and Unconsolidated Financial Statements of the Company for the year ended June 30, 2023, together with the Directors' and the Auditors' Reports thereon.
2. To approve and declare the final cash dividend @ Re. 0.54 per share i.e. (5.4%) for the financial year ended June 30, 2023 as recommended by the Board of Directors. This is in addition to interim cash dividend @ 5.4% i.e. Re.0.54 per ordinary share, already paid.
3. To appoint Auditors and fix their remuneration for the year ending June 30, 2024. The retiring auditors M/s. EY Ford Rhodes, Chartered Accountants, have not offered themselves for re- appointment. Therefore, the Board Audit Committee and Board of Directors recommends that A. F. Ferguson & Co., Chartered Accountants (a member firm of the PwC network), who have indicated their consent to act as Auditors, be appointed as Statutory Auditors for the year ending June 30, 2024.

By Order of the Board of Directors

Asif Javed

Company Secretary

Karachi: September 27, 2023

Notes:

1. Closure of Shares Transfer Books

The share transfer books of the Company will remain closed from October 13, 2023 to October 20, 2023 (both days inclusive). The transfers received in order at the office of the Company's Share Registrar M/s. F. D. Registrar Services (Pvt.) Limited, 17th Floor, Saima Trade Tower-A, I. I. Chundrigar, Road, Karachi before the close of the business on October 12, 2023 will be treated in time for the entitlement of final cash dividend and to attend and vote at the Meeting.

1

2. Participation in meeting through Video Link Facility

1. Securities and Exchange Commission of Pakistan through its Circular No. 4 dated February 15, 2021 has directed the listed companies to ensure the participation of members in general meeting through electronic means as a regular feature in addition to holding physical meetings.
2. The members who wish to attend the meeting through video link are requested to get themselves registered with the Company Secretary office by providing their particulars as per below table by the close of business hours (11:00 a.m.) on October 12, 2023:

Full Name

CNIC No

Folio / CDC Account No.

No. of Shares

Held

Cell No.

E-mail Address

1. The webinar link would be provided through email to the registered members / proxies who will provide above information and a copy of valid CNIC.

1. For appointing proxies:
   A member entitled to attend and vote at this Annual General Meeting shall be entitled to appoint another member, as a proxy to attend, speak and vote on his/her behalf. Proxies in order to be effective must be received at the Company's Share Registrar's Office not later than 48 hours before the time of the Meeting.
2. 1. In case of individuals, the account holder or subaccount holder and / or the person whose securities are in group account and their registration details are uploaded as per the 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 CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
   4. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
3. Payment of Cash Dividend Electronically (Mandatory Requirement)

In accordance with the provisions of Section 242 of the Companies Act, 2017 and Companies (Distribution of Dividends) Regulations 2017, a listed company, is required to pay cash dividend to the shareholders only through electronic mode directly into the bank account designated by the entitled shareholders.

Those shareholders who have still not provided their International Bank Account Number (IBAN) are once again requested to fill in "Electronic Credit Mandate Form" as reproduced below and send it duly signed along with a copy of valid CNIC to their respective CDC participant/CDC Investor account services (in case of shareholding in Book Entry Form) or to the Company's Share Registrar (in case of shareholding in Physical Form).

1. Shareholders details: Name of the Shareholder(s) Folio # / CDS Account No(s)

2

CNIC No (Copy attached)

Mobile / Landline No

1. Shareholders' Bank details: Title of Bank Account
   International Bank Account Number (IBAN)
   Bank's Name
   Branch Name and address

In the absence of IBAN, or in case of incomplete details, the Company will have to withhold the payment of cash dividends under the Companies (Distribution of Dividends) Regulations, 2017.

5. Withholding Tax on Dividend

Dividend income on shares is liable to deduction of withholding tax under Section 150 of the Income Tax Ordinance, 2001 and currently, the deduction of withholding tax on the amount of dividend paid by the companies based on 'Active' and 'Non-Active' status of shareholders shall be @ 15% and 30% respectively where 'Active' means a person whose name appears on the Active Taxpayers List available at e-portal of FBR (http://www.fbr.gov.pk/) and 'Non-Active' means a person whose name is not being appeared on the Active Taxpayers List.

In case of joint account, each holder is to be treated individually as either 'Active' or 'Non-Active' and tax will be deducted on the basis of shareholding of each joint holder as may be notified by the shareholder, in writing as follows, to our Share Registrar, or if not so notified, each joint holder shall be assumed to have an equal number of shares.

Company	Folio/CDS	Total	Principal Shareholder	Joint Shareholder
Name &	Shareholding	Name &	Shareholding
Name	Account No.	No. of	CNIC No.	Proportion	CNIC No.	Proportion
		Shares		(No. of shares)		(No. of shares)

The required information must reach the Share Registrar of the Company before the close of the business on October 12, 2023 otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint Shareholder(s).

The shareholders seeking to avail exemption or are eligible for deduction at a reduce rate U/S 150 of the Ordinance, must provide valid Tax Exemption Certificate or necessary documentary evidence as the case may be, to the Company's Share Registrar M/s. F. D. Registrar Services (Pvt.) Limited before book closure otherwise tax will be deducted on dividend as per applicable rates.

1. Electronic Transmission of Audited Financial Statements & Notices
   The Securities and Exchange Commission of Pakistan (SECP) through its Notification S.R.O. 787(I)/2014 dated 8th September 2014 has permitted companies to circulate Audited Financial Statements along with Notice of Annual General Meeting to its Members through e-mail. Accordingly, Members are hereby requested to convey their consent and e-mail address for receiving Audited Financial Statements and Notice through e-mail.
   Please note that giving email address for receiving of Annual Financial Statements instead of receiving the same by post is optional, in case you do not wish to avail this facility please ignore this notice. Annual Financial Statements will be sent at your registered address, as per normal practice.
2. Postal Ballot
   Pursuant to the Companies (Postal Ballot) Regulations, 2018, members will be allowed to exercise their right to vote through postal ballot that is voting by post or through any electronic mode subject

3

to requirements of Section 143 to Section 145 of the Companies Act, 2017 and procedure contained in the aforesaid Regulations.

1. Zakat Declaration
   Zakat will be deducted from the dividends at source at the rate of 2.5% of the paid-up value of the share (Rs. 10 each) and will be deposited within the prescribed period with the relevant authority. In case of claiming exemption, please submit your Zakat Declaration under Zakat and Ushr Ordinance, 1980 and Rule 4 of Zakat (Deduction and Refund) Rules, 1981, CZ-50 Form with our Share Registrar. Physical shareholders are requested to submit the said declaration to our Share Registrar in the proper manner. The Shareholders must write Macter International Limited's name and their respective CDS A/C # or Folio numbers on Zakat Declarations at relevant place.
2. Deposit of Physical Shares in CDC Accounts
   As per Section 72 of the Companies Act, 2017 every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the SECP, within a period not exceeding four years from the commencement of the Companies Act, 2017.
   The shareholders having physical shareholding may please open CDC sub-account with any of the brokers or investors account directly with CDC to place their physical shares into scrip less form.
   For any query/information, the investors may contact the Company's Share Registrar.
3. Unclaimed Dividend
   Members, who by any reason, could not claim their dividend or did not collect their physical shares, are advised to immediately contact our Company's Share Registrar, to collect/enquire about their unclaimed dividend or pending shares, if any.

11. Submission of CNIC or Passport

Shareholders are requested to provide photocopy of their CNIC or passport (in case of foreigner), unless it has been provided earlier, enabling the Company to comply with relevant laws.

1. Change of Address
   Shareholders are requested to immediately notify the change of address, if any to the Company's
   Share Registrar.
2. Placement of Audited Financials on the website

Annual Audited Financial Statements of the Company for the year ended June 30, 2023 have been placed on Company's website i.e. www.macter.com.

************

4