Hinopak Motors : Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 38th Annual General Meeting (AGM) of the Shareholders of Hinopak Motors Limited (the Company) will be held at the Registered Ofce of the Company situated at D-2, S.I.T.E., Manghopir Road, Karachi on Tuesday, July 25, 2023, at 09:30 a.m.

The Company has also arranged the participation of shareholders through a video facility. The detailed procedure is mentioned later in the notes. The following businesses will be transacted during the meeting:

ORDINARY BUSINESSES

1. To receive, consider and adopt the Audited Financial statements of the Company for the year ended March 31, 2023, together with the Reports of the Directors and Auditors.
2. To appoint auditors for the ensuing year and x their remuneration.
3. Any other business with the permission of the Chair.

SPECIAL BUSINESS

1. The Securities and Exchange Commission of Pakistan has allowed companies to circulate the annual audited accounts together with reports thereon ("annual audited nancial statements") to its members through QR-enabled code and weblink. Accordingly, consent of the members is sought and if thought t to pass the following resolution as a special resolution:

"RESOLVED THAT the Company may transmit the annual audited nancial statements to its members through QR-enabled code and weblink address to view and download the annual audited nancial statements instead of transmitting in CD/DVD/USB form or in hard copies, as allowed by the Securities and Exchange Commission of Pakistan."

A statement of material facts as required under Section 134(3) of the Companies Act, 2017, covering the above-mentioned special business is annexed with the notice of the meeting.

Notes

1. Online Participation in the Annual General Meeting
   In order to facilitate and for the safety and well-being of the shareholders, the Company in addition to convening a physical meeting has also arranged the attendance of shareholders virtually through a video-link facility. The shareholders who are interested in attending the AGM proceedings online may send the below-mentioned information along with a valid copy of both sides of the CNIC with the subject "Registration for Hinopak Motors Limited AGM" at info@hinopak.com for their/their appointed proxy's verication. Such information should be sent from their duly registered valid email ID for registration purposes, latest by July 18, 2023.

A detailed procedure shall be communicated through email directly to the shareholders who have provided their valid email IDs and the same shall be placed on the Company's website https://www.hinopak.com in the investor relations section.

Shareholders can also share their comments/suggestions for the agenda items of the AGM at the given email address info@hinopak.com.

Members are, therefore, encouraged to attend the AGM through video-link or by consolidating their attendance through proxies.

1. Closure of Share Transfer Books
   The Share Transfer Books of the Company will remain closed from July 18, 2023, to July 25, 2023 (both days inclusive). No transfer will be accepted for registration during this period. Transfers received at Share Registrar Ofce M/s FAMCO Associates (Pvt.) Limited, at the close of business on July 17, 2023, will be treated in time to attend and vote at the meeting.
2. For Attending the Meeting
   In the case of individuals, the Account Holders or sub-account holders and/or the persons whose securities are in a group account and whose registration details are uploaded as per the Regulations shall authenticate their identity by showing original Computerised National Identity Cards (CNIC) or original passport at the time of attending the meeting.
   In the case of a corporate entity, the Board of Directors' Resolution/Power of Attorney with the specimen signature of the nominee shall be produced (if it has not been provided earlier) at the time of attending the meeting.
3. Proxy
   A member entitled to attend and vote at this General Meeting is entitled to appoint a Proxy to attend, speak and vote in his/her place at the meeting. The instrument appointing a proxy must be deposited at the Registered Ofce of the Company at least forty-eight hours before the time of the meeting.
   To facilitate identication for the right to attend the Annual General Meeting, a shareholder whose holdings are on the Central Depository System (CDS) or his/her Proxy should authenticate his/her identity by showing his/her original CNIC or original Passport at the time of attending the meeting; along with the Participant's Identity Number and Shareholder's account number allocated by the Central Depository Company.
   In the case of a corporate entity, the Board of Directors' Resolution/Power of Attorney with specimen signature of the nominee shall be produced at the time of the meeting.
4. Notice to Shareholders who have not provided their CNIC
   The Individual Members who have not yet submitted a photocopy of their valid Computerised National Identity Card (CNIC) to the Company/Share Registrar, are once again reminded to send the same at the earliest directly to Company's Share Registrar, M/s FAMCO Associates (Pvt.) Limited. In the case of non-receipt of the copy of a valid CNIC, the Company would be constrained under section 243(3) of the Companies Act, 2017, to withhold the dividend (if any) of such shareholders.
5. Notice to Shareholders who have not provided their IBAN
   In accordance with the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed company to pay cash dividends to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders. Therefore, shareholders are requested to provide their bank details by lling up the Electronic Credit Mandate Form available at https://famco.com.pk/ and sending the duly lled form along with a copy of CNIC to the Company's Share Registrar, M/s FAMCO Associates (Pvt.) Limited.
6. Change of Address
   The Shareholders are requested to intimate any changes in their addresses to the Share Registrar, M/s FAMCO Associates (Pvt.) Limited.

viii.Conversion of Physical Shares into Book Entry Form

In accordance with the provisions of Section 72 of the Companies Act, 2017, and the subsequent directive received from the SECP for all listed companies to pursue with their physical shareholders and require them to convert their shares in the Book-Entry Form. In order to comply with the directives, the Physical Shareholders are once again reminded to convert their shares into Book-Entry Form through the Investor Accounts Services of Central Depository Company or any Participant/TRE Certicate-holder of the Pakistan Stock Exchange Limited.

1. Video-linkFacility to Members
   If the Company receives consent from the members holding at least 10% shareholding residing in a city, to participate in the meeting through video-link at least 07 days prior to the date of the meeting, the Company will arrange the facility of video-link in that city subject to availability of such facility in that city.
   To avail of this facility please provide the following information to our Share Registrar M/s FAMCO Associates (Pvt.) Limited:
   I/We, _______________________________________ of ________________________, being a member of Hinopak Motors Limited, holder of __________________________________________________ ordinary share(s) as per Registered Folio/CDC Account No.
   ______________________ hereby opt for video conference facility at __________________________________________________.
   _____________________
   Signature of Member(s)
2. Placement of Financial Statements on the Website:
   The Financial Statements of the Company for the year ended March 31, 2023, along with reports have been placed on the website of the Company: https://www.hinopak.com.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

PERTAINING TO THE SPECIAL BUSINESS

This statement sets forth the material facts concerning the special business listed hereinabove, to be transacted at the 38th Annual General Meeting to be held on July 25, 2023.

Transmission of Annual Audited Financial Statements through QR Code/Weblink:

The Securities and Exchange Commission of Pakistan vide SRO 389(I)/2023 dated March 21st, 2023, has allowed companies to circulate the annual audited nancial statements to its members through QR-enabled code and weblink instead of transmitting in CD/DVD/USB form or in hard copies.

The notice of the meeting shall be dispatched as usual to the members as per the requirements of the Companies Act. 2017, however, it shall contain the QR-enabled code and weblink address to enable the shareholders to view and download the annual audited nancial statements.

The Company shall circulate the annual audited nancial statements through email in case the email address has been provided by the member to the Company.

Further, the Company however shall supply the hard copy of the annual report to the members at their registered addresses, free of cost, within one week, if a request has been made by the member on the standard request form available on the Company's website.

None of the directors of the Company have any direct or indirect interest in the above said special business.