Ghandhara Industries : Notice of Further Instructions in relation to E-Voting & Postal Ballot in EOGM

Ghandhara Industries Limited

PROCEDURE FOR ELECTRONIC VOTING FACILITY AND

VOTING THROUGH POSTAL BALLOT ON SPECIAL BUSINESS

This is in continuation of Extraordinary General Meeting Notice published on Thursday June 01, 2023.

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of Ghandhara Industries Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Extraordinary General Meeting to be held on Thursday, June 22, 2023, at 01.00 PM, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, ballot paper is annexed to this notice and the same is also available on the Company's website at www.gil.com.pk for download.

Procedure for E - Voting:

1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business of June 15, 2023.
2. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
3. Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.
4. E-Votinglines will start from June 17, 2023, 09:00 a.m. and shall close on June 21, 2023 at 5:00 p.m. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

Procedure for Voting Through Postal Ballot:

1. The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's registered address, F-3, Hub Chowki Road, S.I.T.E., Karachi or email at chairman@gil.com.pk. one day before the Extra Ordinary General Meeting on June 21, 2023, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

GHANDHARA INDUSTRIES LIMITED

POSTAL BALLOT PAPER

for voting through post for the Special Business at the Extraordinary General Meeting to be held on Thursday, June 22,

2023 at 01:00 PM at F-3, Hub Chowki Road, S.I.T.E., Karachi, the Registered Office of the Company.

UAN: 111-445-111Website: www.gil.com.pk.

Folio / CDS Account Number

Name of Shareholder / Proxy Holder

Registered Address

Number of shares Held

CNIC/Passport No. (in case of foreigner) (copy to be attached)

Additional information and enclosures (in case of representative of body corporate, corporation, and federal Government)

Name of Authorized Signatory

CNIC/Passport No. (in case of foreigner) of Authorized Signatory (copy to be attached)

Resolution ForAgenda Item No.1

Increase in Authorized Share Capital of the Company:

The existing authorized share capital of the Company is PKR 1,000,000,000/- (Rupees one Billion only) divided into 100,000,000 ordinary shares of PKR 10 each.

In order to provide the Company with adequate leverage to consider the future issuance of shares against right, bonus and others, it is proposed to increase the Share Capital of the Company from existing share capital of Rs.1,000,000,000 (Rupees One Billion only) divided into 100,000,000 shares of Rs. 10/- each to Rs.2,500,000,000 (Rupees Two Billion and Five Hundred Million only) divided into 250,000,000 shares of Rs.10/- each by creation of 150,000,000 additional ordinary shares of PKR 10 (Rupees Ten) each to rank pari passu in every respect with the existing ordinary shares of the Company.

The proposed increase in the authorized share capital of the Company will also necessitate amendments in Clause V of Memorandum of Association of the Company and Article 7 of the Articles of Association of the Company. The Board of Directors has also recommended required alterations to the Memorandum and Articles of Association of the Company to reflect the increase in authorized share capital of the Company. The comparison of existing clause / article with the proposed is as under:

Clause V of Memorandum of Association:

Existing: The authorized share capital of the Company is Rs. 1,000,000,000 (Rupees One Billion only) divided into 100,000,000 (One Hundred million shares) of Rs. 10/- (Rupees Ten) each."

Proposed: The authorized share capital of the Company is Rs. 2,500,000,000 (Rupees Two Billion and Five Hundred Million only) divided into 250,000,000 (Two Hundred and fifty million shares) of Rs. 10/- (Rupees Ten) each."

Article 7 of Articles of Association:

Existing: "The authorized share capital of the company is Rs. 1,000,000,000 (Rupees One Billion only) divided into 100,000,000 (One Hundred Million) shares of Rs.10/- (Rupees Ten) each." The minimum subscription, required by law, has been attained.

Proposed: "The authorized share capital of the company is Rs. 2,500,000,000 (Rupees Two Billion and Five Hundred Million only) divided into 250,000,000 (Two Hundred and Fifty Million only) shares of Rs.10/- (Rupees Ten) each." The minimum subscription, required by law, has been attained.

Resolution ForAgenda Item No. 2

The existing provision that necessitates members' approval in a general meeting for capitalizing reserves should be revised. Currently, obtaining approval from members for capitalizing reserves is a time-consuming and costly process, especially when the Board of Directors recommends issuing bonus shares. To address this, it is proposed to amend Article 153 of the Company's Articles of Association. The suggested modification would authorize the Board of Directors to make decisions regarding the capitalization of reserves. This change will streamline the process of issuing fully paid shares or debentures by the Company. The comparison of existing article 153 and proposed article 153 is as under:

Existing Article:

The Company in General Meeting may at any time and from time to time upon the recommendation of the Board by resolution declare that it is expedient to capitalize any sum or sums (1) standing to the credit of any of the Company's reserve funds or (2) being undivided profits in the hands of the Company and available for distribution and not required for the payment of any Dividend which at the date of the resolution is due to any Shares of the Company and that the same be set free for distribution accordingly and may direct the appropriation of any such sum or sums among the Members or any class of Members who would be entitled to such profits if distributed as Dividend and in the same proportion in which they would have been so entitled, by applying the same in issuing fully paid Shares or Debenture of the Company for distribution among such Members or in any one or more of such ways and the Board shall give effect to such resolution.

Proposed Article:

The Board of Directors of the Company may resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied in or towards paying up in full unissued shares as bonus shares or debentures of the company to be allotted and distributed as fully paid up to and amongst such members in the proportion aforesaid and the directors shall give effect to such resolution. Whenever such a resolution aforesaid shall have been passed by the Board of Directors of the Company, the directors are authorized to make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issue of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effects thereto.""

Resolution ForAgenda Item No. 3

To Circulate the Annual Audited Financial Statements / Annual Report to the Members Through QR Enabled Code and Weblink:

Currently the Company is distributing CD/DVD of its annual report including annual audited financial statements, auditor's report, Directors' report, Chairman's review report and other reports contained therein to the Members of the Company pursuant to shareholders approval accorded in AGM dated October 31, 2016.

The Securities & Exchange Commission of Pakistan (SECP) vide its SRO No. 389(1)/2023 dated March 21, 2023 has allowed companies to circulate the annual audited financial statements to its members through QR enable code and weblink. Considering the use of technology and being more cost effective, members approval is sought for circulation of the Annual Report (including annual audited financial statements and other reports contained therein) to the members of the Company through QR enabled code and weblink in accordance with S.R.O. 389(I)/2023 dated March 21, 2023.

The notice of the general meeting shall be dispatched to the members as per requirements of the Act, on their registered address, containing the QR code and the weblink address to view and download the annual report including annual audited financial statements, auditor's report, Directors' report, Chairman's review report and other reports contained therein.

None of the Directors of the Company have any personal interest in the aforesaid Resolution except in their capacity as Shareholders or Directors of the Company.

Instructions For Poll

1. Please indicate your vote by ticking (√) the relevant box.
2. In case if both the boxes are marked as (√), you poll shall be treated as "Rejected".

I/we hereby exercise my/our vote in respect of the above resolution through ballot by conveying my/our assent or dissent to the resolution by placing tick (√) mark in the appropriate box below;

Resolution For Agenda Item No. 1

Resolution For Agenda Item No. 2

Resolution For Agenda Item No. 3

NOTES:

1. Dully filled ballot paper should be sent to the Chairman at F-3, Hub Chowki Road, S.I.T.E., Karachi or email at chairman@gil.com.pk.
2. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
3. Ballot paper should reach the Chairman within business hours by or before Wednesday, June 21, 2023. Any postal ballot received after this date, will not be considered for voting.
4. Signature on ballot paper should match with signature on CNIC/ Passport (In case of foreigner).
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
6. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable.
7. Ballot Paper form has also been placed on the website of the Company at: www.gil.com.pk Members may download the ballot paper from the website or use an original/photocopy published in newspapers

Date:

Shareholder / Proxy holder Signature/Authorized Signatory

(In case of corporate entity, please affix company stamp)