Searle : Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the shareholders of The Searle Company Limited (the "Company") will be held on Wednesday, July 26, 2023 at 4 :30 p.m. through video link to transact the following business:

ORDINARY BUSINESS

1. To confirm the minutes of Annual General Meeting of the Company held on October 28, 2022.

SPECIAL BUSINESS

1. To consider and, if thought fit, pass the following resolutions as Special Resolutions, with or without modification(s), in accordance with Section 199 of the Companies Act, 2017, for the purposes of approving and authorizing investment(s) by the Company in the aggregate amount of PKR 3,500,000,000/- (Pak Rupees Three Billion Five Hundred Million) in its associated company i.e. Searle IV Solutions (Private) Limited ("SIV"), through acquisition of 100% (one hundred percent) of the issued and paid up share capital of SIV from IBL Operations (Private) Limited ("IBL Ops"):
   "RESOLVED THAT in accordance with Section 199 of the Companies Act, 2017, the Company be and is hereby authorized to acquire 5,400,000 (Five Million Four Hundred Thousand) ordinary shares, having face value of PKR 100/- (Pak Rupees One Hundred) each, of its associated company i.e. SIV, constituting 100% (one hundred percent) of the issued and paid up share capital of SIV, from IBL Ops, for an aggregate purchase price of PKR 3,500,000,000/- (Pak Rupees Three Billion Five Hundred Million), subject to compliance with all statutory and legal requirements and finalization of deal terms and documents with IBL Ops.
   FURTHER RESOLVED THAT Mr. S. Nadeem Ahmed - Chief Executive Officer, and / or Mr. Zubair Razzak Palwala - Director and Company Secretary, and / or Mr. Mobeen Alam - Chief Financial Officer of the Company, be and are hereby authorized, jointly by any two, to prepare, negotiate, finalize, execute, file and deliver all necessary documents, deeds, instruments, undertakings, declarations and forms, including a share purchase agreement and any ancillary documents, complete all legal formalities, take all necessary steps and to do all such acts, deeds and things for and on behalf of, and in the name of the Company, as may be necessary or required as they may think fit for or in connection with or incidental for the purposes of the above resolution or for the proposed acquisition, as well as carry out any other act or step which may be ancillary and / or incidental to do the above and necessary to fully achieve the objects of the aforesaid resolution."
2. To consider and if thought fit, pass the following resolutions as Special Resolutions, with or without modification(s), in accordance with Section 199 of the Companies Act, 2017, for the purposes of approving and authorizing the acquisition of 100% (one hundred percent) of the issued and paid up share capital of Stellar Ventures (Private) Limited ("SVPL"), being an associated company, from Universal Ventures (Private) Limited ("UVPL"), for an aggregate amount of PKR 3,750,407,053/- (Pak Rupees Three Billion Seven Hundred Fifty Million Four Hundred Seven Thousand Fifty Three), by way of adjustment / set-off against a part of the Company's receivable balance due from UVPL:
   "RESOLVED THAT in accordance with Section 199 of the Companies Act, 2017, the Company be and is hereby authorized to acquire 12,100,000 (Twelve Million One Hundred Thousand) ordinary shares, having face value of PKR 10/- (Pak Rupees Ten) each, of its associated company i.e. SVPL, constituting 100% (one hundred percent) of the issued and paid up share capital of SVPL, from UVPL, for an aggregate amount of PKR 3,750,407,053/- (Pak Rupees Three Billion Seven Hundred Fifty Million Four Hundred Seven Thousand Fifty Three), which amount shall be adjusted / set-off against a part of the Company's receivable balance due from UVPL, subject to compliance with all statutory and legal requirements and finalization of deal terms and documents with UVPL.
   FURTHER RESOLVED THAT Mr. S. Nadeem Ahmed - Chief Executive Officer, and / or Mr. Zubair Razzak Palwala - Director and Company Secretary, and / or Mr. Mobeen Alam - Chief Financial Officer of the Company, be and are hereby authorized, jointly by any two, to prepare, negotiate, finalize, execute, file and deliver all necessary documents, deeds, instruments, undertakings, declarations and forms, including a share purchase agreement and any ancillary documents, complete all legal formalities, take all necessary steps and to do all such acts, deeds and things for and on behalf of, and in the name of the Company, as may be necessary or required as they may think fit for or in connection with or incidental for the purposes of the above resolution or for the proposed acquisition, as well as carry out any other act or step which may be ancillary and / or incidental to do the above and necessary to fully achieve the objects of the aforesaid resolution."
3. To consider and, if thought fit, pass, with or without modification(s), the following resolution to enable and authorize the Company to circulate the Annual Report (including the audited financial statements, auditor's report, Directors' report, Chairman's review report) to the members of the Company through QR enabled code and weblink, as permitted by the Securities and Exchange Commission of Pakistan vide its Notification S.R.O. 389(I)/2023 dated March 21, 2023, instead of old technology which has become obsolete for transmission through CD/DVD/USB.
   "RESOLVED THAT the Company be and is hereby authorized to circulate its annual report, including annual audited financial statements, auditor's report, Directors' report, Chairman's review 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 issued by the Securities and Exchange Commission of Pakistan, and that the practice of circulation of the annual report through CD / USB be discontinued."
4. To consider and, if thought fit, increase the authorized share capital of the Company from PKR 6,000,000,000/- (Pak Rupees Six Billion) to PKR 7,000,000,000/- (Pak Rupees Seven Billion), divided into 700,000,000 (Seven Hundred Million) shares of PKR 10/- (Pak Rupees Ten) each, by creation of 100,000,000 (One Hundred Million) new ordinary shares of PKR 10/- (Pak Rupees Ten) each, and approve the consequential amendments to the Memorandum and Articles of Association of the Company, and in that connection to pass the following resolutions as special resolutions, with or without modification:
   "RESOLVED THAT the authorized share capital of the Company be and is hereby increased from PKR 6,000,000,000/-, divided into 600,000,000 ordinary shares of PKR 10/- each, to PKR 7,000,000,000/-, divided into 700,000,000 ordinary shares of PKR10/- each, by the creation of 100,000,000 additional ordinary shares of PKR 10/- each, to rank pari passu in every respect with the existing ordinary shares of the Company.
   FURTHER RESOLVED THAT, as a consequence of the said increase in the authorized share capital of the Company, the existing Clause V of the Memorandum of Association of the Company be and is hereby replaced accordingly to read as follows:

"The Authorized Capital of the Company is PKR 7,000,000,000/- (Pak Rupees Seven Billion) divided into 700,000,000 (Seven Hundred Million) ordinary shares of PKR 10/- (Pak Rupees Ten) each."

FURTHER RESOLVED THAT, as a consequence of the said increase in the authorized share capital of the Company, the existing Article 3 of the Articles of Association of the Company be and is hereby replaced accordingly to read as follows:

"The authorized capital of the Company is PKR 7,000,000,000/- (Pak Rupees Seven Billion), divided into 700,000,000 (Seven Hundred Million) ordinary shares of PKR 10/- each."

FURTHER RESOLVED that Mr. Zubair Razzak Palwala, Director and Secretary of the Company be and is hereby authorized to do all acts, deeds and things, take any or all necessary actions to complete all legal formalities and file all necessary documents as may be necessary or incidental for the purpose of implementation the aforesaid resolutions, as well as carry out any other act or step which may be ancillary and / or incidental to do the above and necessary to fully achieve the objects of the aforesaid resolutions, including, inter alia, obtaining any approvals (if required) and carrying out any filings with the Securities and Exchange Commission of Pakistan or other regulatory bodies."

OTHER BUSINESS

6. To transact any other business that may be placed before the meeting with the permission of the Chair.

(Attached to this notice is a Statement of Material Facts covering the abovementioned Special Business, as required under section 134(3) of the Companies Act, 2017)

The Company intends to convene the Extra Ordinary General Meeting (EOGM) through video link facility managed from 3rd Floor, One IBL Centre, Plot No. 1, Block 7 & 8, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi. The EOGM through video link facility is being held in line with Company's austerity measures in the wake of the current macroeconomic situation and uncertainty in the country. For the foregoing reasons, the Company plans to convene the EOGM electronically with a view to providing larger participation of members across the country and lowering attendance costs for shareholders.

Shareholders interested in attending / participating in the EOGM through video link facility are hereby advised to get themselves registered with the Company by providing the following information through email sent to cdcsr@cdcsrsl.com or WhatsApp at 0321-8200864 at the earliest, but not later than 48 hours before the time of the EOGM i.e. before 4:30 p.m. on July 24, 2023.

The online meeting link and login credentials will be shared with only those members who provide their intent to attend the meeting containing all the required particulars as mentioned above on or before July 24, 2023 by 4:30 p.m.

All members are entitled to attend, speak and vote at the EOGM. A member may appoint a proxy to attend, speak and vote on his/her behalf. The proxy need not be a member of the Company. Proxies in order to be effective must be received by the Company's Registered Office: 2nd Floor, One IBL Centre, Plot No. 1, Block 7 & 8, Tipu Sultan Road, Off Shahrah-e-Faisal,Karachi-75530 not less than 48 hours before the meeting.

An individual beneficial owner of the shares must provide his/her original CNIC or Passport, Account and Participant's ID numbers to prove his / her identity. In case of corporate entity, the Board of Directors' Resolution and/or Power of Attorney with specimen signature of the nominee shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

B. Book closure

The share transfer books will remain closed from July 20, 2023 to July 26, 2023 (both days inclusive). Transfers received in order at the office of Company's Share Registrar, M/s. CDC Share Registrar Services Limited (CDCSRSL), CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400 at the close of business on July 19, 2023 shall be treated in time for the purpose of attending the EOGM.

C. Change of Address

Members are requested to notify changes in their address, if any, immediately to the Company's Share Registrar, CDC Share Registrar Services Limited, CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400.

D. Request for Video conference facility

Members can also avail video conference facility at Lahore and Islamabad. In this regard, please fill the following form and submit to registered address of the Company at least ten days before holding of the EOGM.

If the Company receives consent from members holding in aggregate 10% or more shareholding residing at a particular geographical location, to participate in the meeting through video conference at least 10 days prior to day of EOGM, the Company will arrange a video conference facility in the city subject to availability of such facility in that city.

I/We, _______________________ of __________________ being a member of The Searle Company Limited, holder of

____________________ ordinary shares as per registered folio # __________________ hereby opt for video conference

facility at _________________.

Signature of Member

The Company will intimate members regarding venue of video conference facility at least five days before the date of EOGM along with the complete information necessary to enable them to access the facility.

E. Polling on Special Business Resolutions:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 (the "Regulations"), as amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), the 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 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 EOGM to be held on 26th day of July 2023 at 4:30 p.m. 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.searlecompany.com. for download.

1. 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 on July 18, 2023.

1. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

1. Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

IV.E-Voting lines will start from July 21, 2023, 09:00 a.m. and shall close on July 25, 2023 at 5:00 P.M. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

2. Procedure for Voting Through Postal Ballot:

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 at 2nd Floor, One IBL Centre, Plot No. 1, Block 7 & 8, D.M.C.H.S., Tipu Sultan Road, Karachi or email at muhammad.suleman@searlecompany.com no later than one day before the EOGM on July 26, 2023, during working hours. The signature on the ballot paper shall match the signature on CNIC.

The schedule and procedure of postal ballot / E-Voting will be placed on the Company's website i.e. www.searlecompany.com at least seven (7) days of the meeting.

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

This statement sets out the material facts concerning the Special Businesses listed at agenda items 2, 3, 4 and 5 to be transacted at the Extraordinary General Meeting of The Searle Company Limited (the "Company") to be held on July 26, 2023.

Agenda item no. 2: Investment in Associated Company - Searle IV Solutions (Private) Limited

The Company intends to expand its product portfolio by addition of intravenous products through acquisition of 100% (one hundred percent) shareholding of its associated company i.e. Searle IV Solutions (Private) Limited ("SIV"), at an aggregate purchase price of PKR 3,500,000,000/- (Pak Rupees Three Billion Five Hundred Million), from IBL Operations (Private) Limited ("IBL Ops"). Consequently, the Company seeks the approval from its shareholders for investment in its associated company, through passing of the special resolutions (with or without modification(s)) provided in agenda item no. 1 of the notice, in accordance with Section 199 of the Companies Act, 2017.

For the purposes of valuation of SIV, as required under the applicable laws, the Company had engaged the services of KPMG Taseer Hadi & Co., and the terms agreed with the seller are supported by the valuations suggested by them in terms of their report dated May 19, 2023.

The Board of Directors of the Company has certified that necessary due diligence of SIV has been carried out, and has recommended that the shareholders of the Company pass the resolutions to permit the said transaction.

The information required to be annexed to the Notice in accordance with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 (Notification No. SRO 1240(I)/2017 dated December 6, 2017) (the "Regulations") is set out below:-

Agenda item no. 3: Investment in Associated Company - Stellar Ventures (Private) Limited.

On May 25, 2023, in continuation of the disclosures carried out on October 3, 2022, it was announced that the Board of Directors resolved to acquire 100% (one hundred percent) shareholding of Stellar Ventures (Private) Limited ("SVPL") (being an associated company of the Company) from Universal Ventures (Private) Limited ("UVPL"), to be adjusted against a part of the Company's receivable balance due from UVPL.

The proposed transaction provides an opportunity to settle the Company's existing outstanding receivable from UVPL, while at the same time enhancing the asset base of the Company by addition of shareholding (indirectly) in three companies, as well as a commercial property at a prime location, which are held by SVPL, to its portfolio which will generate returns for the shareholders.

For the purposes of valuation of SVPL, as required under the Regulations, the Company had engaged the services of KPMG Taseer Hadi & Co., and the terms agreed with the seller are supported by the valuations suggested by them in terms of their report dated May 23, 2023.

The Board of Directors of the Company has certified that necessary due diligence of SVPL has been carried out, and has recommended that the shareholders of the Company pass the resolutions to enable the said transaction.

The information required to be annexed to the Notice in accordance with the Regulations is set out below:-