TPLCorp

Date: October 06, 2020

The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi.

Notice of Annual General Meeting for the Year Ended June 30, 2020

Dear Sir,

Enclosed please find a copy of the Notice of the Annual General Meeting to be held on
October 28, 2020 for circulation amongst the TRE Certificate Holders of the Exchange.

Yours sincerely,

Danish Qazi
Company Secretary

Enclosure: As above.

TPL Corp Ltd.
12th Floor, Center Point Building off Shaheed-e-Millat Expressway, Adjecent KPT Interchange, Karachi Postal Code 74900
PABX (021) 34390300 Fax: (021) -35316032 Email: [email protected] Website: www.tplcorp.com

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of TPL Corp Limited ("Company") will be held on
Wednesday, 28th October, 2020 at 12:15 p.m. to transact the following business:

(Members are requested to attend and participate in the AGM through video link facility as there will be no venue
to prevent pandemic outbreak of COVID-19 (Corona Virus)).

ORDINARY BUSINESS:

1.
To approve the minutes of the Annual General Meeting held on October 25th, 2019.

"RESOLVED THAT the minutes of Annual General Meeting of TPL Corp Limited held on October 25, 2019 at 12:15
pm be and are hereby approved."

2.
To receive, consider and adopt the Annual Standalone and Consolidated Audited Financial Statements of the
Company together with the Directors' and Auditors' Report thereon for the year ended June 30, 2020.

"RESOLVED THAT the Annual Standalone and Consolidated Audited Financial Statements of TPL Corp Limited,
togather with the Directors' and Auditors' Report thereon for the year ended 30 June 2020 be and are hereby
approved.“

3. To appoint Auditors for the year ending June 30, 2021 and fix their remuneration. M/s. EY Ford Rhodes., Chartered
Accountants retire and being eligible, have offered themselves for re-appointment.

"RESOLVED THAT M/s EY Ford Rhodes, Chartered Accountants be and are hereby appointed as Auditors of M/s.
TPL Corp Limited on the basis of consent received from them, at a fee mutually agreed for the period ending June
30, 2021."

SPECIAL BUSINESS:

4.
To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the
Companies Act 2017 to authorize the Company to make further equity investment of Rs. 400 million in the
subsidiary company, TPL Life Insurance Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized
to make further equity investment of Rs. 400 million in the subsidiary company i.e TPL Life Insurance Limited."

5.
To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the
Companies Act 2017, to authorize the Company for renewal of advance up to Rs. 100 million to the holding
company, TPL Holdings (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized
to renew advance up to Rs. 100 million to the holding company i.e. TPL Holdings (Private) Limited."

6.
To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the
Companies Act 2017, to authorize the Company for renewal of investment of enhanced amount up to Rs 250
million in the associated company, TPL Properties Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized
to renew investment of enhanced amount of PKR. 250 Million in TPL Properties Limited."

7.
To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the
Companies Act 2017, to authorize the Company for renewal of advance and /or investment of Rs 100 million in the
associated company, TPL E-Ventures (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized
for renewal of advance and /or investment of PKR. 100 Million in TPL E-Ventures (Private) Limited."

Notice of Annual General Meeting

8.
To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the
Companies Act 2017, to authorize the Company for investment of Rs 100 million in the associated company, TPL
Logistics (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized
to invest PKR. 100 Million in TPL Logistics (Private) Limited."

9.
To consider and, if thought fit, amend the Articles of Association of the Company, to conform with the requirements
of the applicable regulations/rules in respect of further issue of share capital, and pass the following resolution as a
special resolution, with or without modification:

"RESOLVED THAT the Article of Association of the Company, be and is hereby amended, subject to any
modifications as may be required by the Securities and Exchange Commission of Pakistan and the fulfilment of all
formalities / procedures required under the applicable regulations/rules by adding the following new sub-article
(1)in Article 24:

24.1
The Company may, by Special Resolution, reserve certain percentage of further issue for its employees
under Employees Stock Option Scheme."

10.
To consider and if thought fit, to pass with or without modification, special resolution for enhancement in the
remuneration of non-executive directors from PKR 20,000/- per meeting (including sub-committee meetings) to
PKR 100,000/- per meeting (including sub-committee meetings):

"RESOLVED THAT the enhancement in the remuneration of non-executive directors from PKR 20,000/- per
meeting (including sub-committee meetings) to PKR 100,000/- per meeting (including sub-committee meetings)
be and is hereby approved."

11.
To consider and if thought fit to pass with or without modification(s), the following resolution as special resolution
to create, offer, issue and allot shares under TPL Corp Limited Employee Stock Option Scheme 2020 (the ESOP
Scheme) under Companies (Further Issue of Capital) Regulations, 2020.

"RESOLVED THAT pursuant to section 83 of the Companies Act, 2017(the Act) read along with regulation 7 of the
Companies (Further Issue of Capital) Regulations, 2020 and Memorandum and Articles of Association of the
Company, approval of the members be and is hereby accorded to the Board of Directors of the Company, for
setting aside of 10% of the shareholders Equity/Paid-Up Capital as Stock Options to be awarded to the Key
Managerial Personnel and other key employees, from time to time, as a mechanism to attract, retain and motive
them to realize the stated business goals."

"RESOLVED FURTHER THAT pursuant to section 82 and 83 of the Companies Act, 2017(the Act) read along with
regulation 7 of the Companies (Further Issue of Capital) Regulations, 2020 and Memorandum and Articles of
Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the
Company, subject to any amendments that may be required by the Securities and Exchange Commission of
Pakistan (the SECP), to issue, offer and allot to eligible employees of the Company, options exercisable into equity
shares of the Company of nominal value of Rs. 10 each up to 12,500,000 shares under TPL Corp Limited Employee
Stock Option Scheme 2020 (the ESOP scheme), at discounted exercise price with retrospective effect from July
01, 2020 ."

"RESOLVED FURHTER THAT pursuant to sub sec (1)(b) of sec 83 of the Act read along with regulation 5 of the
Companies (Further Issue of Capital) Regulations, 2020, the Company be and is hereby authorized to raise further
capital and allot and issue up to 4.68% of the existing paid-up Capital, 12,500,000 further ordinary shares of
PKR.10/- each, without issue of right shares, to its employees under the ESOP Scheme at the price mentioned in
above resolution."

"RESOLVED FURTHER THAT pursuant to provision under regulation 7 of the Companies (Further Issue of Capital)
Regulations, 2020, the grant of options equal to or exceeding one percent of the issued or paid up capital of the
company at the time of grant of options, within one year, to any employee be and is hereby approved."

Notice of Annual General Meeting

"RESOLVED FURTHER THAT pursuant to provision under regulation 7 of the Companies (Further Issue of Capital)
Regulations, 2020, the grant of options to any employee of subsidiary or holding Company, subject to the approval
of the members at the General Meeting, be and is hereby approved."

RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Scheme
including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in
conformity with the provisions of the Act, the memorandum of association and articles of association of the
Company and any other applicable laws."

ANY OTHER BUSINESS

12. To transact any other business with the permission of the Chairman.

By Order of the Board

Danish Qazi
Company Secretary

Karachi,
October 07, 2020

Statement of Material Facts under Section 134(3) of the Companies Act, 2017 relating to the said Special Business

Notes

1. Coronavirus Contingency Planning

In view of the pandemic outbreak of COVID-19 (Corona Virus) and directives of the Securities and Exchange
Commission of Pakistan (SECP) vide Circular No. 05 of 2020 dated March 17, 2020, and extension of the
applicability thereof vide Circular No. 25 of 2020 dated August 31, 2020, requiring listed companies to modify their
usual planning for annual general meetings to protect the wellbeing of shareholders, the Company requests its
members to attend and participate in the AGM through video link facility only to avoid large gathering at one place
and prevent pandemic outbreak of COVID-19 (Corona Virus).

Therefore, to attend and participate in the AGM through video link facility, members are requested to register their
particulars (Name, Folio/CDS Account Number, CNIC Number and Cell Phone Number) with the Company
Secretary by emailing to [email protected] at least 24 hours before the time of AGM.

The members can also provide comments/suggestions for the proposed agenda items of the Annual General
Meeting by emailing the same to [email protected].

2. Closure of Share Transfer Books:

The Share Transfer Book of the Company will remain closed from October 22, 2020 to October 28, 2020 (both
days inclusive). ~----- 10-C, Block-6, P.E.C.H.S,
KARACHI-75400
ated as being in time for
the purpose of at

3. Participation in the Meeting:

As per directives of Securities and Exchange Commission of Pakistan to convene the annual general meeting with
minimum members ensuring quorum of the meeting, the members are requested to consolidate their attendance
and voting at the Annual General Meeting through proxies.

All members of the Company are entitled to attend the meeting and vote there at through Proxy. A proxy duly
appointed shall have such rights as respect to the speaking and voting at the meeting as are available to a
member. Duly filled and signed Proxy Form must be received at the Registrar of the Company M/s THK Associates
(Pvt.) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S, KARACHI-75400, not less than 48 hours before the Meeting.

4. For Attending the Meeting:s

İ.
In case of individual, the Account holder and/or Sub-account holder whose registration details are
uploaded as per the CDC regulations, shall authenticate his/her identity by providing copy of his/her valid
CNIC or passport along with other particulars (Name, Folio/CDS Account Number, Cell Phone Number)
via email to aforementioned id and in case of proxy must enclose copy of his/her CNIC or passport.

ii.
In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature
of the nominee shall be provided via email to aforementioned id.

5. Change of Address:

Members are requested to immediately notify the change, if any, in their registered address to the Share Registrar
M/s. THK Associates (Pvt.) Limited, 1st Floor, 40-C, Block-6, P.E.C.H.S, Karachi-75400.