Avanceon : Extracts of Resolutions adopted in the Extraordinary General Meeting

Regional Operations Centre

The Avanceon Building

19 km Main Multan Road Lahore 54660 Pakistan

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi.

Dear Sir,

In accordance with the clause 5.6.9(b) of the PSX Rule Book, we are pleased to enclose a certified copy of the resolution(s) passed in the Extraordinary General Meeting held on 22 December 2023. The resolution(s) are approved/adopted and are effective from the date of approval.

Yours Sincerely,

Ahsan Khalil | Company Secretary

www.avanceon.ae| Enquiries: support@avanceon.ae

Regional Operations Centre

The Avanceon Building

19 km Main Multan Road Lahore 54660 Pakistan

CERTIFIED COPY OF RESOLUTION(S) PASSED IN THE EXTRAORDINARY GENERAL MEETING OF AVANCEON LIMITED, HELD AT FRIDAY, 22 DECEMBER 2023 AT 10:00 A.M. AT NISHAT HOTEL, GATE NO. 7, IMPERIAL BALL ROOM-A, ADJACENT TO EMPORIUM MALL, ABDUL HAQ ROAD, JOHAR TOWN, LAHORE / VIA ZOOM VIDEO LINK.

We hereby certify that the following resolution(s) were passed in the Extraordinary General Meeting of Avanceon Limited held at Nishat Hotel, Gate No. 7, Imperial Ball Room-A, Adjacent to Emporium Mall, Abdul Haq Road, Johar Town, Lahore / VIA ZOOM Video link at 22 December 2023.

RESOLUTION # EOGM(02)22/12/23

Ordinary Business:

1. "RESOLVED that, the minutes of the 20th Annual General Meeting held on 29 May 2023 are hereby confirmed and approved".

Special Business:

1. RESOLVED that, pursuant to clause (b) of subsection (3) of the section 183 and other applicable provisions of the Companies Act, 2017 and subject to the grant of all approvals and consents, as required under the applicable law, the company to dispose-off / transfer the entire 47,500,000/- (forty seven millions and five hundred thousand) ordinary shares of its wholly owned subsidiary company, Empiric AI (Private) Limited ("EPL"), constituting 100% of the issued and paid up capital of EPL, to Octopus Digital Limited ("ODL") listed subsidiary of the Company, in consideration of cost to the Company at Rs. 440,023,210/- (Rupees Four Hundred and Forty Million Twenty-Three Thousand Two Hundred Ten Only).
   FURTHER RESOLVED that, this transaction to be settled by way of adjustments of short term/long term loan/liabilities due on such terms and conditions as specified under the EPL Business Transfer/Sale Agreement ("Agreement") dated 30 September 2023.
   FURTHER RESOLVED that, Mr. Bakhtiar Hameed Wain (CEO) and/or Mr. Ahsan Khalil (CFO) be and are hereby authorized to do all acts, deeds and things, to execute such agreements, documents and papers and make any applications, including but not limited to any applications, notices, disclosures required to be filed with the Securities and Exchange Commission of Pakistan, Pakistan Stock Exchange Limited and any other regulatory authorities, and undertake all such steps for the purposes of withdrawal, sell, transfer, dispose-off as the aforesaid officer(s) of the Company.
2. RESOLVED that, pursuant to clause (b) of subsection (3) of the section 183 and other applicable provisions of the Companies Act, 2017 and subject to the grant of all approvals and consents, as required under law, the necessary approval to be taken from members of the Company on Sale/Transfer/Dispose of the entire shareholding of Octopus Digital Inc., Pennsylvania USA ("ODI") (formerly Engro Innovative, Inc.) a wholly owned subsidiary of Avanceon FZE, Dubai, UAE ("AVN-FZE") which is a wholly owned subsidiary of the Company

www.avanceon.ae| Enquiries: support@avanceon.ae

Regional Operations Centre

The Avanceon Building

19 km Main Multan Road Lahore 54660 Pakistan

to Octopus Digital FZ-LLC, Dubai, UAE ("OD-FZ-LLC"), a wholly owned subsidiary of the Octopus Digital Limited ("OCTOPUS"), a listed subsidiary of the Company, in consideration of USD 2,550,000 ($ Two Million Five Hundred and Fifty Thousand Only).

FURTHER RESOLVED that, this transaction to be settled by way of adjustments of short term/long term loan/liabilities due within the group on such terms and conditions as specified under the ODI Business Transfer/Sale Agreement ("Agreement") dated 30 September 2023.

FURTHER RESOLVED THAT Mr. Bakhtiar Hameed Wain (CEO) and/or Mr. Ahsan Khalil (CFO) be and are hereby authorized to do all acts, deeds and things, to execute such agreements, documents and papers and make any applications, including but not limited to any applications, notices, disclosures required to be filed with the Securities and Exchange Commission of Pakistan, Pakistan Stock Exchange Limited and any other regulatory authorities, and undertake all such steps for the purposes of withdrawal, sell, transfer, dispose-off as the aforesaid officer(s) of the Company.

Conclusion

As there being no other business, the meeting concluded with a vote of thanks to the chair.

www.avanceon.ae| Enquiries: support@avanceon.ae