Netsol Technologies : Notice of Extraordinary General Meeting (After Publication)

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NETSOL TECHNOLOGIES LIMITED

NOTICE OF EXTRA-ORDINARY

GENERAL MEETING

May 10,

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Notice of Extra-Ordinary General Meeting

Notice is hereby given that an Extra-Ordinary General ("EOGM") Meeting of NETSOL Technologies Limited (the "Company") will be held on Tuesday, May 10, 2022, at 01:30 PM at the registered office of the Company situated at NetSol Technologies Limited, NetSol IT Village (Software Technology Park) Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt., to transact the following special business:

SPECIAL BUSINESS:

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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 the Listed Companies (Buy-Back of Shares) Regulations, 2019 for the purchase/ buy-back by the Company of 2,000,000 (Two Million) issued ordinary shares of the Company of the face value of Rs. 10/- (Rupees Ten) each at spot/current price per share during the purchase period.

PURCHASE/BUY-BACK OF ITS OWN SHARES BY THE COMPANY

RESOLVED THAT:

"Subject to compliance with the provisions of all applicable laws, regulations and permission required, if any, the approval of the members of NetSol Technologies Limited (hereinafter "the Company") be and is hereby accorded under Section 88 of the Companies Act, 2017 read with the Listed Companies (Buy-Back of Shares) Regulations, 2019, to purchase / buy-back 2,000,000 (Two Million) issued ordinary shares of the face value of Rs. 10/- (Rupees Ten) each of the Company at spot/current share price during the purchase period through Pakistan Stock Exchange (PSX) in accordance with salient features as mentioned in the Statement under Section 134(3) annexed to this Notice."

RESOLVED FURTHER THAT:

"The ordinary shares purchased pursuant to this special resolution be and are hereby held as treasury shares."

RESOLVED FURTHER THAT:

"Purchase/buy-back by the Company of its issued ordinary shares shall be made through PSX and the purchase period shall be for 90 days commencing from May 18, 2022, to August 08, 2022 (both days inclusive)."

RESOLVED FURTHER THAT:

"Chief Executive Officer and the Company Secretary (hereinafter the "Authorized Persons‟) be and are hereby jointly or severally authorized and empowered to take all such 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 giving effect to aforesaid resolution(s) and to do all acts, matter, deeds and things which are necessarily incidental and /or consequential to the principal or any ancillary matters thereto."

RESOLVED FURTHER THAT:

"Authorized Persons be and are hereby further jointly or severally authorized and empowered, to take or cause to be taken all actions including but not limited to obtaining any requisite regulatory permission(s), if required, preparation of any requisite documents, engaging legal counsel and consultants for the purposes of the purchase/buy-back of shares, filing of all the requisite statutory forms, returns and all other documents as may be required to be filed with the regulator(s), submitting all such documents as may be required, executing all such documents or instrument including any amendments or substitutions to any of the foregoing as may be required or necessary in respect of completing the purchase/buy-back by the Company of its issued ordinary shares and all other matters incidental or ancillary thereto."