Indus Motor : Notice of Annual General Meeting (post publication)

(Published in Business Recorder, 9th September 2022)

Notice of Annual General Meeting

Notice is hereby given that the 33rd Annual General Meeting of INDUS MOTOR COMPANY LIMITED will be held on Friday, September 30, 2022 at 9 a.m., at the Institute of Chartered Accountants of Pakistan (ICAP), Chartered Accountants Avenue, Block 8, Clifton, Karachi to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the annual audited Financial Statements of the Company for the year ended June 30, 2022, together with the Chairman's Review and Directors and Auditors Report thereon.
2. To approve cash dividend (2021-2022) on the ordinary shares of the Company. The directors have recommended a Final Cash dividend at 32.5% i.e. Rs 3.25 per share. This is in addition to the combined Interim Dividend of 905% i.e. Rs. 90.50 per share already paid. The total dividend for 2021-2022 will thus amount to 937.50% i.e. Rs. 93.75 per share.
3. To appoint auditors and fix their remuneration for the year ending June 30, 2023. The present auditors M/s. A.F. Ferguson & Co., Chartered Accountants, retire and being eligible have offered themselves for re-appointment.
4. To present any other business with the permission of the Chairman.

1. Participation in the AGM proceeding via the video conference facility:

In light of the continuing threats posed due to COVID-19 pandemic and to protect wellbeing of the shareholders, the Securities and

Exchange Commission of Pakistan ("SECP") has, vide its Circulars issued from time to time, directed the listed companies to hold their general meetings virtually in addition to the requirements of holding physical meetings. In order to facilitate the shareholders, the Company in addition to convening a physical meeting has also arranged attendance of shareholder virtually via video link facility.

The shareholders interested in attending the AGM virtually are requested to get themselves registered by sending their particulars at the designated email address imc.corporate@toyota-indus.com for their appointment and proxy's verification by close of business September 23, 2022. The log-in credentials and link to participate in the AGM would be provided to the shareholders.

As always, Indus Motor Company Limited intends, and undertakes, to hold the captioned meeting in compliance with all applicable laws while ensuring the safety of its shareholder, employees, directors and the public at large.

Video conference link details and login credentials will be shared with ONLY those Shareholders, whose particulars are received on or before September 23, 2022, from their registered email addresses. Shareholders can also provide their comments and questions for the agenda items of the AGM on imc.corporate@toyota-indus.com by September 23, 2022.

1. Closure of Share Transfer Books
   The Share Transfer Books of the Company will be closed from September 24, 2022 to September 30, 2022 (both days inclusive) for the purpose of the Annual General Meeting and payment of the Final Cash dividend. Transfer requests received by CDC Share Registrar Services Limited, CDC House, 99-B, Block "B", S.M.C.H.S., Main Shahrah-e-Faisal,Karachi-74400. Tel: 0800-23275, UAN: 111-111- 500, Email: info@cdcsrsl.com at the close of business on September 23, 2022 will be treated in time for the purpose of determining above entitlement to the transferees for payment of final dividend and to attend the Annual General Meeting.
2. For Attending the Meeting:
   In case of individuals, the Account Holders or sub-account holders and/or the persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate their identity by showing original CNIC or original passport at the time of attending the meeting.

Indus Motor Company Ltd.

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.

4. 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 place at the

Meeting. A 'Proxy Form' appointing a proxy must be deposited at the Registered Office of the Company or at the above-mentioned address of Company's Share Registrar, at least 48 hours before the time of the meeting, alongwith copy of CNIC of Proxy. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee alongwith his/her copy of CNIC shall be provided atleast 48 hours before the time of the meeting. The Form of Proxy in English and Urdu is attached in the Annual Report and should be witnessed by two persons whose names, addresses and CNIC Numbers should be mentioned on the Forms. The Form of Proxy is also available on the Company's website (www.toyota-indus.com).

1. Submission of copies of valid CNIC not provided earlier
   Individual Shareholders are once again reminded to submit a copy of their valid CNIC, if not provided earlier to the Company's Share
   Registrar. In case of non-availability of a valid copy of the Shareholders' CNIC in the records of the Company, the company shall withhold the Dividend under the provisions of Section 243 of the Companies Act 2017.
2. Withholding Tax on Dividend
   Currently, the deduction of withholding tax on the amount of dividend paid by the companies under section 150 of the Income Tax
   Ordinance, 2001, are as under:

Shareholders who have filled their return are advised to make sure that their names are entered into latest Active Tax Payers List (ATL) provided on the website of FBR at the time of dividend payment, otherwise they shall be treated as persons not appearing in ATL and tax on their cash dividend will be deducted at the rate of 30%, instead of 15%.

1. Withholding tax on Dividend in Case of Joint Account Holders
   In order to enable the Company to follow the directives of the regulators to determine shareholding ratio of the Joint Account Holder(s) (where shareholding has not been determined by the Principal shareholder) for deduction of withholding tax on dividend of the Company, shareholders are requested to please furnish the shareholding ratio details of themselves as Principal shareholder and their Joint
   Holders, to the Company's Share Registrar, enabling the Company to compute withholding tax of each shareholder accordingly. The required information must reach the Company's Share Registrar by September 23, 2022, otherwise each shareholder will be assumed to have equal proportion of shares and the tax will be deducted accordingly.
2. Payment of Cash Dividend Electronically (E-mandate)
   In accordance with the provisions of section 242 of the Companies Act, 2017 and Companies (Distribution of Dividend) Regulations,
   2017, it is mandatory that dividend payable in cash, shall only be paid through electronic mode directly into the bank account designated by the entitled shareholder.
   In compliance with the above provisions, the Company hereby again requests the shareholders to provide details of their bank mandate specifying: (i) title of account, (ii) account number, (iii) IBAN number (iv) bank name and (v) branch name, code & address; to Company's Share Registrar, CDC Share Registrar Services Limited. Shareholders who hold shares with Participants / Central Depository Company of Pakistan (CDC) are advised to provide the mandate to the concerned Broker / CDC. In absence of the complete bank details, including IBAN mentioned above, the company shall withhold the Dividend under the provision of Section 243 of the Companies Act, 2017. The "Electronic Dividend Mandate Form" in English and Urdu is attached in the Annual Report and the same is also available on the Company's website (www.toyota-indus.com).
3. Conversion of Physical Shares into Book-Entry Form
   Section 72 of the Companies Act, 2017, requires all listed companies to replace the shares held in physical form with the shares to be issued in Book-Entry Form within (4) years from the date of the promulgation of the Companies Act 2017. Pursuant to the SECP letter No. CSD/ED/Misc. /2016-639-640 dated March 26, 2021, the Company is following up with all shareholders holding shares in physical form with the request to convert their shares in Book-Entry Form in order to comply with the provisions of the Companies Act, 2017.
   Shareholders may contact the Company's Share Registrar to understand the process of conversion of shares held in physical form, into the Book-Entry Form and its benefits.
4. Distribution of Annual Report through Email (Optional)
   Pursuant to the provisions of section 223(6) of the Companies Act, 2017, the companies are permitted to circulate their annual financial statements, along with auditor's report, directors' review report etc. ("Annual Report") and the notice of annual general meeting ("Notice"), to its shareholders by email. Shareholders of the Company, who wish to receive the Company's Annual Report and Notice of
   Annual General Meeting by email are requested to provide the completed "Electronic Communication Consent Form" (available on the
   Company's website), to the Company's Share Registrar, CDC Share Registrar Services Limited.
   The audited financial statements of the Company for the year ended June 30th, 2022 have also been made available on the Company's website (www.toyota-indus.com).

AnnualxxxxxxxxxxxxxxxxReport 2022 169xxxx

INDUS MOTOR COMPANY LIMITED (Published in Nawi e Waqt, 9th September 2022)

Indus Motor Company Ltd.

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