Dawood Hercules : Notice of Extraordinary General Meeting

DAWOOD HERCULES CORPORATION LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given to the shareholders of Dawood Hercules Corporation Limited ("the Company") that an extraordinary general meeting of the Company will be held on November 21, 2022 at 11:00 AM at the Dawood Foundation Business Hub, Ground Floor, Dawood Centre, M.T. Khan Road, Karachi and via video link facility to transact the following businesses:

SPECIAL BUSINESS:

1. To consider and if thought appropriate, pass with or without modification, the following ordinary resolutions in terms of Section 183 of the Companies Act, 2017, to authorize and approve the disposal of the entire shareholding of the Company in its wholly owned subsidiary, Empiric AI (Private) Limited ("Empiric AI") (100% of the outstanding paid-up capital of Empiric AI) to Avanceon Limited in consideration of 7,767,400 number of shares in Octopus Digital Limited representing 5.68% of issued and paid-up capital on such terms and conditions as may be specified under the Share Purchase Agreement and disclosed in the statement of material facts.
   "RESOLVED that pursuant to 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, Dawood Hercules Corporation Limited (the "Company") is hereby gives its consent and is hereby authorised to dispose of the entire shareholding of the Company in its wholly owned subsidiary, Empiric AI (Private) Limited ("Empiric AI") (100% of the outstanding paid-up capital of Empiric AI) to Avanceon Limited in consideration of 7,767,400 number of shares in Octopus Digital Limited representing 5.68% of issued and paid-up capital on such terms and conditions as may be specified under the Share Purchase Agreement and disclosed in the statement of material facts.
   FURTHER RESOLVED that any two of the Chief Executive Officer, the Chief Financial Officer, and the Company Secretary be and are hereby jointly authorized to do all acts, deeds and things, to execute the share purchase agreement(s), documents and papers and make any applications, including but not limited to any applications, notices, disclosures required to be filed with the Competition Commission of Pakistan, Securities and Exchange Commission of Pakistan, Pakistan Stock Exchange Limited and any other regulatory authorities, and undertake all such steps for the purposes of implementing this resolution as the aforesaid officer of the Company may deem fit."
2. To consider and, if thought fit, pass with or without modification, the following special resolution in terms of Section 199 of the Companies Act, 2017, to make long term investments in shares of the following associated companies up to PKR 5.35 billion at the applicable quoted price of such shares on the Pakistan Stock Exchange Limited on the day of the transactions.

"RESOLVED that approval of the members of Dawood Hercules Corporation Limited (the "Company") be and is hereby accorded in terms of Section 199 and other applicable provisions of the Companies Act, 2017 and the Company be and is hereby authorized to make long term investments in shares of the following associated companies up to PKR 5.35 billion at the applicable quoted price of such shares on the date of the transactions on the Pakistan Stock Exchange Limited.

FURTHER RESOLVED that this special resolution shall be valid for a period of five years starting from the date of approval by members, and any two of the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company be and are hereby jointly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions and to complete all legal formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolution."

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Statements of material facts pursuant to Section 134(3) of the Act are annexed to the notice of meeting sent to the members.

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NOTES:

1. Video Conference Facility for Extraordinary General Meeting (EGM) of shareholders:
   As per the directive issued by Securities and Exchange Commission of Pakistan ("SECP"), the Company has made arrangements of video conference facility to ensure that shareholders can also participate in the EGM proceeding via video link. The general meeting can be attended using smart phones/tablets/computers while ensuring compliance with the quorum requirements.
   Furthermore, the members who are willing to attend and participate in the EGM can do so through video-link. To attend the EGM through video-link, members are required to register their particulars by sending an email at company.secretary@dawoodhercules.com. 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 DH Corp EGM'. 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 EGM. The members can also send their comments and questions for the agenda items of the EGM on the email address mentioned above.
   Members are therefore, encouraged to attend the EGM through video link or by consolidating their attendance through proxies.
2. Closure of Share Transfer Books:
   The Share Transfer Books of the Company will remain closed from November 15, 2022 to November 21, 2022 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, FAMCO Associates (Private) Limited, 8-F, Near Hotel Faran, Block-6, P.E.C.H.S, Shahrah-e-Faisal, Karachi, (PABX No 021-34380101-5) and email info.shares@famco.com.pk, by close of business on November 14, 2022, will be considered in time to attend and vote at the EGM.
3. Participation in the EGM:
   All members, entitled to attend and vote at the meeting, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. A proxy need not be a member of the Company. A corporate entity, being member, may appoint any person, regardless of whether they are a member or not, as its proxy 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 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. Proxy form in English and Urdu languages is attached.
   The proxy holders are required to produce their original valid CNICs or original passports at the time of the meeting.
   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 meeting. A blank proxy form is attached.
   CDC account holders will further have to follow the under mentioned guidelines as laid down by the SECP.
   A. For Attending the Meeting
4. 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 EGM.
   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 EGM (unless it has been provided earlier).

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