Notice of annual general meeting

NOTICE OF ANNUAL

GENERAL MEETING

Notice is hereby given that Annual General Meeting of the Members of Nishat Power Limited (the "Company") will be held on October 24, 2024 (Thursday) at 11:30 a.m. at Emporium Mall, The Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore to transact the following business:

1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2024 with the Chairman Review, Directors' and Auditor's reports thereon.

Scan QR Code for

Annual Report 2024

http://nishatpower.com/wp-content/uploads/2024/09/Nishat-Power-Limited-Annual-Report-2024.pdf

1. To approve Final Cash Dividend @ 50% [i.e. Rs. 5/- (Rupees Five Only) Per Ordinary Share] as recommended by the Board of Directors for the year ended June 30, 2024, in addition to the 45% i.e. Rs. 4.50/- per share Interim Cash Dividend already paid.
2. To appoint statutory Auditors for the year ending June 30, 2025 and fix their remuneration.
3. Special Business:
   To ratify and approve all Related Party Transactions approved by the Board of Directors during the year ended June 30, 2024 by passing the following resolution as Special Resolution with or without modification(s):
   Resolved that pursuant to the powers conferred upon the Board of Directors of Nishat Power Limited ("the Company") by the members of the Company through Special Resolution passed in their Annual General Meeting held on October 26, 2023, the Related Party Transactions made during the financial year ended June 30, 2024 as disclosed in Annual Financial Statements of the Company for the year ended 30 June 2024 and as approved by the Board of Directors of the Company be and are hereby ratified, approved and confirmed in all respects.
   A Statement of Material Facts as required under Section 134(3) of the Companies Act, 2017 is annexed to the notice of meeting circulated to the members of the Company.

By order of the Board

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NOTES:

BOOK CLOSURE NOTICE:-

The Ordinary Shares Transfer Books of the Company will remain closed from 17-10-2024 to 24-10-2024 (both days inclusive) for entitlement of 50% Final Cash Dividend [i.e. Rs. 5/- (Rupees Five Only) Per Ordinary Share] for the year ended June 30, 2024 and attending and voting at Annual General Meeting. Physical transfers/ CDS Transactions IDs received in order in all respect up to 1:00 p.m. on 16-10-2024 at Share Registrar, Hameed Majeed Associates (Pvt) Ltd, 7-Bank Square, Lahore, will be considered in time for entitlement of above said 50% Final Cash Dividend and attending of Annual General Meeting.

Proxies

A member eligible to attend and vote at this meeting may appoint another member his / her proxy to attend and vote instead of him/her. Proxies in order to be effective must reach the Company's registered office not less than 48 hours before the time for holding the meeting. Proxies of the Members through CDC shall be accompanied with attested copies of their CNIC. In case of corporate entity, the Board's Resolution/power of attorney with specimen signature shall be furnished along with proxy form to the Company. The shareholders through CDC are requested to bring original CNIC, Account Number and Participant Account Number to produce at the time of attending the meeting. The proxy shall produce his / her original valid CNIC or original passport at the time of meeting.

Shareholders are requested to immediately notify the Company of change in address and their contact number, if any.

Kindly quote your folio number in all correspondence with the Company.

Members through Central Depository System will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

A. For Attending the Meeting

1. In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport at the time of attending the Meeting.
2. In case of corporate entity, the Board's resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

B. For Appointing Proxies

1. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
2. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.
3. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.

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1. The proxy shall produce his original CNIC or original passport at the time of the Meeting.
2. In case of corporate entity, the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

Members are requested to timely notify any change in their addresses.

Deduction of Withholding Tax on Dividend

The rates of deduction of income tax from dividend payments shall be applicable as per the Income Tax Ordinance.

All shareholders are advised to check their status on Active Taxpayers List (ATL) available on FBR Website and may, if required, take necessary actions for inclusion of their name in ATL to avail the lower rate of tax deduction.

Deduction of Withholding Tax on Dividend in case of Joint Account Holders

All shareholders who hold shares jointly are requested to provide following information regarding shareholding proportions of Principal Shareholder and Joint-holder(s) in respect of shares held by them to Share Registrar, Hameed Majeed Associates (Pvt) Ltd., latest by 16-10-2024 otherwise each joint holder shall be assumed to have an equal number of shares.

Signature of Primary Shareholder

EXEMPTION OF WITHOLDING TAX:-

Withholding tax exemption from dividend income, shall only be allowed if copy of valid tax exemption certificate is submitted to Share Registrar, Hameed Majeed Associates (Pvt) Ltd, up to 16-10-2024.

SUBMISSION OF COPY OF CNIC (MANDATORY):

Individuals including all joint holders holding physical share certificates are requested to submit a copy of their valid CNIC to the Company or the Company's Share Registrar. All shareholders are once again requested to send a copy of their valid CNIC to our Share Registrar, Hameed Majeed Associates (Pvt) Ltd. The Shareholders while sending CNIC must quote their respective folio numbers and name of the Company.

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ZAKAT DECLARATION (CZ-50)

Zakat if applicable, will be deducted from the dividends at source under the Zakat & Usher Laws and will be deposited within the prescribed period with the relevant authority. Any shareholder who wants to claim exemption, should submit valid Zakat declarations under Zakat and Usher Ordinance, 1980 & Rule 4 of Zakat (Deduction & Refund) Rules, 1981 on prescribed Form CZ-50, Share Registrar, Hameed Majeed Associates (Pvt) Ltd., otherwise no exemption will be granted. The Shareholders while sending the Zakat Declarations, as the case may be, must quote company name and their respective Folio Numbers/CDC Account Numbers.

MANDATORY PAYMENT OF CASH DIVIDEND THROUGH ELECTRONIC MODE:

The provisions of Section 242 of the Companies Act, 2017 require the listed companies that any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. Accordingly, the shareholders holding physical shares are requested to provide the following information to the Company's Share Registrar at the address given herein above. In the case of shares held in CDC, the same information should be provided directly to the CDS participants for updating and forwarding to the Company.

Folio No. / Investor

Account Number / CDC

Sub Account No.

Title of Account

IBAN Number

Bank Name

Branch

Branch Address

Mobile Number

Name of Network (if ported)

Email Address

Signature of Shareholder

Transmission of Annual Financial Statements through Email:

In pursuance of the directions given by the Securities and Exchange Commission of Pakistan (SECP) vide SRO 787 (I)/2014 dated September 8, 2014, those shareholders who desire to receive Annual Financial Statements in future through email instead of receiving the same by post are advised to give their formal consent along with their valid email address on a standard request form which is available at the Company's website i.e. www.nishatpower.com and send the form, duly signed by the shareholder, along with copy of his/her CNIC to the Company's Share Registrar M/s Hameed Majeed Associates (Pvt) Limited.

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Circulation of Annual Reports through QR enabled code and web link

Pursuant to the SECP's S.R.O. 389(I)/2023 dated March 21, 2023, the Members of Nishat Power Limited had accorded their consent for transmission of annual reports including Annual Audited Financial Statements to the members through QR enabled code and Weblink instead of transmitting the same through CD/DVD/USB. The shareholders who wish to receive hard copies of the aforesaid documents may send to the Company Secretary/ Share registrar, the standard request form available on the Company's website and the Company will provide the aforesaid documents to the shareholders on demand, free of cost, within one week of such demand.

Unclaimed Dividend / Shares

Shareholders who could not collect their dividend/physical shares are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend or shares, if any.

Video Conference Facility

In terms of the Companies Act, 2017, members residing in a city holding at least 10% of the total paid up share capital may demand the facility of video-link for participating in the annual general meeting. The request for video-link facility shall be received by the Share Registrar at the address given hereinabove at least 7 days prior to the date of the meeting on the Standard Form placed in the annual report which is also available on the website of the Company.

E-voting / Postal Ballot Facility

Members of the Company have right to vote through electronic voting facility and voting by post for all businesses classified as special business under the Companies Act, 2017, ("the Act") in the manner and subject to conditions contained in the Companies (Postal Ballot) Regulation, 2018, ("the Regulations").

Polling on Special Business Resolutions:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), 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 Nishat Power Limited (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 Annual General Meeting to be held on 24-10-2024, at 11.30 A.M., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

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 17-10- 2024.

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

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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.

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 Nishat House 53-A, Lawrence Road, Lahore, Pakistan or email at chairman@nishatpower.com one day before the Annual General Meeting on 23-10- 2024 up to 5 p.m. The signature on the ballot paper shall match the signature on CNIC.

This postal Poll paper is also available for download from the website of the Company at www.nishatpower.com or use the same as attached to this Notice and published in newspapers.

Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman shall be the deciding authority.

E-voting Service Provider:

CDC Share Registrar Services Limited

Video Link Facility for Meeting:-

To attend the meeting through video link, members or their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at kchohan@nishatpower.com or smahmood@dgcement.com within working hours by October 16, 2024.

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

This statement sets out the material facts pertaining to the special business to be transacted at the Annual General Meeting of the Company to be held on October 24, 2024.

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Approval / Ratification of transactions conducted with the Related Parties during the year ended June 30, 2024

Following transactions, as disclosed in Annual Financial Statements of the Company for the year ended 30 June 2024, carried out with associated companies/related parties have been approved by the Board as recommended by the Audit Committee on a quarterly basis pursuant to the powers conferred by the members of the Company through Special Resolution passed in their Annual General Meeting held on October 26, 2023, the Board has recommended for placement of the same before the shareholders of the Company in annual general meeting for approval / ratification.

All these related party transactions during the mentioned period were executed at Arm's Length Price in a fair and transparent manner and there was no departure from the guidelines mentioned in the Companies (Related Party Transactions and Maintenance of Related Records) Regulations, 2018 and Code of Corporate Governance for such transactions.

Pursuant to the above, these transactions have to be approved / ratified by the shareholders in the Annual General Meeting.

The Directors, Sponsors, majority shareholders and their relatives are not interested, directly or indirectly, in the above business except to the extent of shares that are held by them in the Company.

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NISHAT POWER LIMITED

NISHAT

BALLOT PAPER FOR VOTING THROUGH POST

For voting through post for the Special Business at the Annual General Meeting of Nishat Power Limited to be held on (Thursday) October 24, 2024 at 11:30 AM (PST) at Emporium Mall, the Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: chairman@nishatpower.com.

Name of shareholder/joint shareholder(s):

Registered Address:

Folio No. / CDC Participant / Investor ID with sub-account No.

Number of shares held

CNIC, NICOP/Passport No. (In case of foreigner)(Copy to be attached)

Additional Information and enclosures

(In case of representative of body corporates, corporations and Federal Government)

Name of Authorized Signatory:

CNIC, NICOP/Passport No. (In case of foreigner) of Authorized Signatory - (Copy to be attached)

Special Resolution

Agenda Item 4

Resolved that pursuant to the powers conferred upon the Board of Directors of Nishat Power Limited ("the Company") by the members of the Company through Special Resolution passed in their Annual General Meeting held on October 26, 2023, the Related Party Transactions made during the financial year ended June 30, 2024 as disclosed in Annual Financial Statements of the Company for the year ended 30 June 2024 and as approved by the Board of Directors of the Company be and are hereby ratified, approved and confirmed in all respects.

I/we hereby exercise my/our vote in respect of above mentioned special resolution through postal ballot by conveying my/our assent or dissent to the said resolutions by placing tick (√) mark in the appropriate box below:

Shareholder / Proxy holder Signature/Authorized Signatory (In case of corporate entity, please affix company stamp)

Place:

Date:

NOTES:

1. Duly filled postal ballots should be sent to the Chairman at Nishat House, 53-A, Lawrence Road, Lahore or through email at: chairman@nishatpower.com.
2. Copy of CNIC, NICOP/Passport (In case of foreigner) should be enclosed with the postal ballot form.
3. Postal Ballot form should reach the Chairman of the Meeting on or before October 23, 2024 up to 5:00 p.m. Any Postal Ballot received after this time/date, will not be considered for voting.
4. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution / Power of Attorney / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Consul General of Pakistan having jurisdiction over the member.
5. Signature on postal ballot should match with signature on CNIC, NICOP/Passport (In case of foreigner).
6. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.

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