TPLCorp

TPL Corp Limited

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (“AGM”) of TPL Cop Limited (“Company”) will be held on Friday, 22 October, 2021 at 12:00 p.m. through electronic mode, to transact the following business:

ORDINARY BUSINESS:

1. To approve the minutes of the Extraordinary General Meeting held on June 10, 2021.

“RESOLVED THAT the minutes of Extraordinary General Meeting of TPL Corp Limited held on June 10, 2020 at 12:15 pm be and are hereby approved.”

1. To receive, consider and adopt the Annual Standalone and Consolidated Audited Financial Statements of the Company together with the Directors’, Auditors’ and Chairman’s Review Report thereon for the year ended June 30, 2021.

“RESOLVED THAT the Annual Standalone and Consolidated Audited Financial Statements of TPL Corp Limited, together with the Directors’, Auditors’ and Chairman’s Review Report thereon for the year ended 30 June 2021 be and are hereby approved.”

1. To appoint Auditors for the year ending June 30, 2022 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, 2022.”

1. To elect directors of the Company for a three-year term. The Board of the directors in its meeting held on September 20, 2021, fixed the number of directors at Eight (8). The term of the following Eight (8) directors, in pursuance to the Section 158 of the Companies Act, 2017, will expire on October 17, 2021:

2. Mr. Jameel Yusuf S.St

3. Mr. Muhammad Ali Jameel
4. Ms. Sabiha Sultan
5. Mr. Mark Rousseau
6. Mr. Bilal Alibhai
7. Mr. Nadeem Arshad Elahi
8. Vice Admiral (R) Mohammad Shafi
9. Maj Gen (R) Zafar-ul-Hassan Naqvi

SPECIAL BUSINESS:

1. 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. 350 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. 350 million in the subsidiary company i.e TPL Life Insurance Limited.”

TPL Corp Ltd.
12th Floor, Centrepoint,
Off Shaheed-e-Millat Expressway,
Adjacent KPT Interchange, Karachi-74900
+92-21-34390300
+92-21-35316032
[email protected]
www.tplcorp.com

TPLCorp

1. 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 of enhanced amount up to Rs. 200 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 of enhanced up to Rs.200 million to the holding company i.e. TPL Holdings (Private) Limited.”

1. 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 to make further equity investment of Rs 2,000 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 make further equity investment of Rs.2,000 Million in TPL Properties Limited.”

1. 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 to make investment of Rs 125 million in the associated company, TPL E-Venture (Private) Limited.

“RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to make investment of Rs. 125 Million in TPL E-Venture (Private) Limited.”

1. 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 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 renew invest Rs.100 Million in TPL Logistics (Private) Limited.”

ANY OTHER BUSINESS

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

By Order of the Board

Danish Qazi
Company Secretary

Karachi, October 01, 2021

Notes

1. Reason for holding AGM through electronic mode i.e. Coronavirus Contingency Planning

In view of the threat of pandemic outbreak of COVID-19 (Corona Virus) and directives of the Securities and Exchange Commission of Pakistan (SECP) vide its Circulars requiring listed companies to modify their usual planning for general meetings to protect the wellbeing of shareholders, the Company requests its members to attend and participate in the general meeting 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].

TPL Corp Ltd.

12th Floor, Centrepoint,

Off Shaheed-e-Millat Expressway,

Adjacent KPT Interchange, Karachi-74900

+92-21-34390300

+92-21-35316032

[email protected]

www.tplcorp.com

TPLCorp

1. Closure of Share Transfer Books:
   The Share Transfer Book of the Company will remain closed from October 15, 2021 to October 22, 2021 (both days inclusive). Share Transfers received at M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan by the close of business hours (5:00 PM) on October 14, 2021, will be treated as being in time for the purpose of above entitlement to the transferees.

2. Participation in the Meeting:
   As per directives of Securities and Exchange Commission of Pakistan to convene the general meeting with minimum members ensuring quorum of the meeting, the members are requested to consolidate their attendance and voting at 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, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan, not less than 48 hours before the Meeting.

1. For Attending the Meeting:
   i. 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.

2. For Election of Directors:
   In accordance with Section 159(1) of the Companies Act, 2017, the number of directors to be elected has been fixed at Eight (8) by the Board of Directors of the Company. In terms of section 159 (3) of the Companies Act, 2017, any person who seeks to contest election to the office of a director, whether he is a retiring director or otherwise, shall file with the Company at its Registered Office, not later than fourteen (14) days before the date of this meeting, the following documents:

a. Notice of his/her intention to offer himself/ herself for election as a Director. Provided that any such person may, at any time before the holding of election, withdraw such notice.
b. Consent to act as a Director u/s 167 of the Companies Act, 2017.
c. A detailed profile along with office address.
d. A Declaration confirming that:
i. He/ she is aware of the duties of directors under the Companies Act, 2017, the Memorandum and Article of Association of the Company and all applicable laws and regulations.
ii. He/ she does not violate any of the provisions or conditions prescribed by SECP for holding such office and further that such person shall fully comply with all the SECP directives issued or to be issued by the SECP in the form of circulars, notifications, directions, letters, instructions, and other orders.
iii. He/ she is not ineligible to become a director of the Company under any applicable laws and regulations.
iv. He/ she is not serving as a director of more than seven listed companies including this Company and excluding directorships in listed subsidiaries of listed holding companies.

1. 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, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan.

TPL Corp Ltd.
12th Floor, Centrepoint,
Off Shaheed-e-Millat Expressway,
Adjacent KPT Interchange, Karachi-74900
+92-21-34390300
+92-21-35316032
[email protected]
www.tplcorp.com