Notice of Extraordinary General Meeting

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi.

By PUCARS & Courier

SUBJECT: NOTICE OF EXTRAORDINARY GENERAL MEETING

Dear Sir,

Please find attached copy of the Notice of the Extraordinary General Meeting (the Notice) of Mughal Energy Limited ("Company") to be held on Wednesday, January 01, 2025 at 11:45 am at Auditorium of LSE Capital Limited, Basement No. 2, LSE Plaza, 19- Khayaban-e-Aiwan-e-Iqbal, Lahore prior to its dispatch to the shareholders, for circulation amongst the TRE Certificate Holders of the Exchange, along with copy of the Notice to be published in Business Recorder (English) and Nawa-i-Waqt (Urdu) on Tuesday, December 10, 2024.

Yours Sincerely,

For MUGHAL ENERGY LIMITED

MUHAMMAD FAHAD HAFEEZ

(Company Secretary)

1. The Director / HOD

(Surveillance, Supervision and Enforcement Department),

Securities & Exchange Commission of Pakistan,

Islamabad.

NOTICE OF

EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that Extra Ordinary General Meeting (the Meeting) of the members of MUGHAL ENERGY LIMITED (the Company) will be held on January 01, 2025 at 11:45 a.m. at Auditorium of LSE Capital Limited, Basement No. 02, LSE Plaza, 19-Khayaban-e-Aiwan-e- Iqbal, Lahore to transact the following business:

ORDINARY BUSINESS

1. To elect directors of the Company for a period of three years commencing from January 01, 2025. The Board of Directors in accordance with section 159 of the Companies Act, 2017, in its meeting held on November 25, 2024 has fixed the number of directors to be elected as seven (07) including independent and female directors. The names of retiring directors of the Company are as follows:

1. Mr. Mirza Javed Iqbal
2. Mr. Khurram Javaid
3. Mr. Fahad Javaid
4. Mr. Jamshed Iqbal
5. Mr. Muhammad Mateen Jamshed
6. Mr. Muhammad Sayyam
7. Mr. Muhammad Waleed Bin Tariq Mughal

The retiring directors are eligible for re-election. Statement required under section 166(3) of the Companies Act, 2017 is annexed.

SPECIAL BUSINESS

1. To consider and, if deemed fit, to alter the Articles of Association of the Company, by passing of special resolutions as proposed in the statement under section 134(3) of the Companies Act, 2017 annexed to the notice of the Meeting.
2. To consider and, if deemed fit, to approve issue of convertible debt-securities through right offer, by passing of special resolutions as proposed in the statement under section 134(3) of the Companies Act, 2017 annexed to the notice of the Meeting.
   Statement of material facts as required under section 134(3) of the Companies Act, 2017 is annexed.

By Order of the Board

-sd-

Muhammad Fahad Hafeez

NOTES:

1. Closure of share transfer books:

The share transfer books (Ordinary and Class-B) of the Company will remain closed from December 24, 2024 to January 01, 2025 (both days inclusive).

Physical transfers / Central Depository System (CDS) Transaction IDs received in order by the Company's share registrar, M/s. Digital Custodian Company Limited, 4th Floor, Perdesi House, Old Queens Road, Karachi, up to the close of business on December 23, 2024, will be considered in time for the entitlement of the members (Ordinary and Class-B) to participate and vote at the Meeting.

2. Election of Directors:

Any member, who seeks to contest the election to the office of director shall, whether he/she is a retiring director or otherwise, file with the Company, at its Registered Office, 31-A, Shadman-I, Lahore, not later than fourteen days (14) before the date of the Meeting, a notice of his/her intention to offer himself/herself for election as a director.

Any person representing a member which is not a natural person, who seeks to contest the election to the office of director, file with the Company at its Registered Office, 31-A Shadman-I, Lahore not later than fourteen days (14) before the date of the Meeting, a notice of his/her intention to offer himself/herself for election as a director duly signed by the member(s) making nomination through their duly authorized representative.

In compliance with the provision of Regulation 7(A) of the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Election of Directors will be held in the following 3 categories:

If the number of director seats in a particular category has to be revised due to unopposed election in any other category, this fact shall be intimated to the members at least seven days before the general meeting while circulating the profiles and notices received by the company for the election of directors as per section 159(4) of the Companies Act, 2017.

It must be noted that votes of one category shall not be available in the other category, irrespective of whether there was any election in the category or not.

Any person while submitting his/her intention to contest the Elections, is required to select any of the above category and clearly mention the category he/she intends to contest for.

The application/nomination to contest the election should be accompanied with the following documents:

1. Duly signed and complete consent to act as a director as required under section 167(1) of the Companies Act, 2017;
2. Detailed profile along with his/her office address for placement on the Company's website;
3. Attested copy of valid CNIC/SNIC/Passport;
4. Copy of National Tax Number (NTN) certificate;
5. His/her Folio No./CDC Investors Account No./CDC Participant ID No./Sub- Account No. A person must have qualifying shares worth of Rs. 1,000/- of the Company at the time of filing of his / her consent to act as director. The aforesaid qualification shall not be applicable to persons mentioned in provison to section 153(I) of the Companies Act, 2017

1. Postal ballot facility:
   In accordance with the Companies (Postal Ballot) Regulations, 2018, the right to vote through electronic voting facility and voting by post shall be provided to members of the Company in the manner and subject to conditions contained in the Regulations.
2. General:
   Members holding shares in physical form are requested to promptly notify Company's share registrar, M/s. Digital Custodian Company Limited, of any change in their postal/email addresses. Members maintaining their shares in CDS should have their address/ email addresses updated with their relevant Participant/CDC account services. For any query/problem/information, the investors may contact Mr. Zeeshan Ejaz at +92-42- 35960841 and e-mail address fahadhafeez@mughalsteel.com and/or M/s. Digital Custodian Company Limited, 4th Floor, Perdesi House, Old Queens Road, Karachi, e-mail address share.registrar@digitalcustodian.co.

Comparative analysis of existing and altered Articles of Association of the Company is as follows:

The directors declare that the proposed alterations in the Articles of Association of the Company are in line with the applicable provisions of the law and regulatory framework and that the proposed changes will not be detrimental to the interest of the Company or its members as a whole.

The directors are interested in this business to the extent of their respective shareholding in the Company.

Note: Copies of existing Articles of Association of the Company and the proposed altered Articles of Association can be obtained from the Company's registered office 31-A Shadman-1, Lahore, during business hours and have also been placed on the Company's website www.mughalenergy.com.pk. '

Agenda Item No. 3.

Mughal Energy Limited (MEL) is a public limited company, involved in the generation and distribution of electricity, having its registered office situated at 31-A, Shadman-I, Lahore. The ordinary shares of the Company are listed on the Growth Enterprise Market (GEM) board of the Pakistan Stock Exchange Limited. MEL is a subsidiary of Mughal Iron & Steel Industries Limited (MISIL). MISIL is one of the largest steel manufacturing concern in Pakistan with an estimated electricity load requirement of at least 100 MW at its peak load capacity, for which it is dependent on Lahore Electric Power Supply Company (LESCO) as a main power source. MEL is in a process of installing a captive hybrid power plant with a gross capacity of 36.50 MW. The electricity generated from the plant will be sold to MISIL. Land and plant have already been procured / imported. In December 2023, MEL commenced installation of the captive hybrid power plant.

The total cost of the project is estimated at Rs. 6.500 billion with estimated 65% to 35% debt: to equity ratio. Equity has already been injected. Partial debt (Rs. 1,900 million) has been arranged. For remaining debt, the Board of the Directors, had earlier approved issuance of Rs. 2,500.000 million secured, privately placed, rated, OTC listed Sukuk instruments. Now, the Board has proposed to amend the terms of the earlier Sukuk instrument and instead approved to raise the Rs. 2,500.000 million through issuance of convertible Sukuk at the terms mentioned in Annexure-A.

Accordingly, since the Sukuk is being offered to the existing ordinary shareholders and is convertible (on triggering events as described in the Annexure-A), requisite approval of the members is being sought in terms of section 83(1)(b) of the Companies Act, 2017 for further issue of share capital in relation to conversion of convertible debt securities to share capital as required under the Issuance of Convertible Debt Securities through Right Offer Regulations,

2022 by passing of following proposed special resolutions:

"RESOLVED that the approval of the members, be and is hereby granted to issue "Mughal Energy Limited - Redeemable & Convertible Sukuk ("MMEL Sukuk-I") on the terms and conditions as set out in the Annexure-A, which includes, inter-alia, the following:

1. The Issue to be made to the existing ordinary shareholders of the Company;
2. Amount and timings of the Issue to be decided by the Board of Directors of the Company;
3. The amount of the Issue shall not exceed Rs. 2,500.000 million and it can be issued in tranches or in full;
4. Sukuk is redeemable (in 04 years period with One-year grace period) unless converted into ordinary shares of the Company on triggering events;
5. Conversion of the Sukuk into Ordinary shares shall be One Sukuk into 10 Ordinary Share of the Company as per terms and conditions set-out in Annexure-A;
6. The conversion ratio and other terms and conditions of the Issue will not be changed unless directed by the Securities and Exchange Commission of Pakistan (and accepted by the Company). The Board of the Directors of the Company will have the power to accept the changes/alterations and no further approval shall be required from the shareholders of the Company."

"RESOLVED FURTHER that the Sukuk shall be under the control of the Board of Directors who may allot, issue, forfeit, surrender, rectify or otherwise dispose of the same to such persons, firms, corporation or corporations on such terms and conditions and at any such time as may be thought fit, subject to and in accordance with the provisions of the Companies Act, 2017."

"RESOLVED FURTHER that the Board of directors shall have the power to alter any terms and conditions of the Sukuk, whether or not mentioned in Annexure-A, except for the conversion factor and maximum number of ordinary shares into which the Sukuk can be converted into."

"RESOLVED FURTHER that each of the Chief Executive and Company Secretary be and are hereby singly authorized to give effect to the above resolutions and take all necessary steps as required under law or otherwise and to amend, alter the aforementioned resolutions as expedient and required and to sign and execute any applications, documents, letters of authorities etc. for and on behalf of the Company in relation to the foregoing and to further sub- delegate any or all of his powers hereunder and to appoint agents and attorneys of the Company in respect hereof, and without prejudice to the generality of the foregoing, to approach as he may deem fit government authorities, SECP, CDC, and/or other concerned persons, authorities and officers and to take such action as he may consider necessary or expedient with a view to obtaining their consent for the issuance of the Sukuk and for facilitating the eventual issue of all sanctions, approvals, and permissions that may be required in connection with the Sukuk and in that connection to do all such acts, deeds and things as they may deem necessary, including without limitation the following:

1. negotiate the terms of, execute and deliver applications, petitions, agreements, contracts, undertakings or other documents and do all acts, things and deeds as may be required or expedient for the proposed issue of the Sukuk.
2. sign, verify and present, and appoint advocates in connection with the applications and petitions aforesaid and all other applications, petitions, affidavits, statements and other papers and documents relating to obtaining approval of the SECP, or any other authority to the aforesaid approval of the Sukuk, including without limitation, review applications and appeals."

The directors are interested in this business to the extent of their respective shareholding in the Company.