Notice of Extraordinary General Meeting

Notice is hereby given that the 136th General Meeting (Extraordinary) of the shareholders of Rafhan Maize Products Co. Ltd. will be held on Thursday, September 5, 2024 at 3:00 p.m. at the Company's Head Office, Rakh Canal East Road, Faisalabad to transact the following business:

To elect eleven (11) Directors of the Company as fixed by the Board for a term of three years commencing from 7th September, 2024 in accordance with the provision of section 159 of the Companies Act, 2017.

Names of the present Directors retiring and eligible to file for nomination are as under:

6. Mr. Zulfikar Mannoo

By order of the Board

Faisalabad.

August 13, 2024

Mustafa Kamal Zuberi

Company Secretary

Notes:

1. The Share Transfer Books of the Company will remain closed from August 30, 2024 to September 5, 2024 (both days inclusive) and no transfer will be accepted for registration during this period.
2. A member entitled to attend, speak and vote at the meeting shall be entitled to appoint another person as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have such rights with respect to attending, speaking and voting at the meeting as are available to a member. Proxies in order to be effective must be received by the Company not less than 48 hours before the meeting. A proxy need not be a member of the Company. Form of proxy is attached.
3. Shareholders are requested to notify change of address, if any, to Company's Shares Registrar, M/s FAMCO Share Registration Services (Pvt.) Ltd; 8-F, Near Hotel Faran, Nursery, Block-6, PECHS, Shahrah-e-Faisal, Karachi.

• CDC shareholders desiring to attend the meeting are requested to bring their original Computerized National

Identity Cards, Account and Participant's ID numbers, for identification purpose, and in case of proxy, to enclose an attested copy of CNIC or passport of the CDC shareholder.

1. E-Voting: Members can exercise their right of vote under applicable clauses of Companies (Postal Ballot) Regulations, 2018.
2. E-Dividend: In accordance with the provisions of Section 242 of the Companies Act, 2017, a listed company is required to pay cash dividend to the shareholders ONLY through electronic mode directly into the bank accounts designated by the entitled shareholders.
   In order to receive dividends directly into their bank accounts, shareholders are requested to fill in Dividend Mandate Request Form available at Company's website www.rafhanmaize.com and send it duly signed along

with copy of CNIC to the Shares Registrar of the Company in case of physical shares. In case the shares are held in CDC, then the Form must be submitted directly to shareholders' broker/participant/CDC Account Services.

1. Deposit of Physical Certificate in CDC Account: As per Section 72 of Companies Act, 2017, every listed company shall be required to replace its physical certificates with book-entry form in a manner as may be specified and from the date notified by the commission, within a period not exceeding four years from the commencement of this Act. The Shareholder having physical shares are encouraged to open the CDC sub- account with any of the brokers or investor Account directly with CDC to place their physical certificates into scripless form.
2. Participation in EOGM: SECP vide its Circular No.4 of 2021 dated February 15, 2021, has made a regular feature to participate in General Meetings through electronic means. Considering the SECP's directives, the Company intends to convene this EOGM with minimal physical interaction of shareholders while ensuring compliance with the quorum requirements and requests the Members to consolidate their attendance at the EOGM through proxies to safeguard and protect their wellbeing.
   Therefore, the Company has made arrangements to ensure that all participants, including shareholders, can now participate in the EOGM proceeding via video-link. For this, Members are required to email their Name, Folio Number and Number of Shares held in their names with subject "Registration for RAFHAN EOGM" at corporate@rafhanmaize.com. Video-link and login credentials will be shared with only those Members whose emails, containing all the required particulars, are received at the given email address by or before 3:00 p.m. on September 3, 2024. Members are, therefore, encouraged to attend the EOGM through video-link or by consolidating their attendance through proxies.

STATEMENT OF MATERIAL FACTS UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017 IN RESPECT OF ELECTION OF DIRECTORS:

• Any member who seeks to contest for election may select any one category in which he / she intends to contest election of directors. For the purposes of election of directors of the Company, the voting shall be held separately in the following three (3) categories for the specified number of seats:

• Any member who seeks to contest an election to the office of Director, whether he is a retiring director or otherwise; shall file with the Company at its registered office not later than 14 days before the date of the above said meeting:
• Notice of his/her intention to offer himself/herself for 'election as Director in terms of Section 159(3) of the Companies Act, 2017.
• Consent to act as Director on Appendix to Form-9, duly completed and signed by the candidate as required under Section 167( I) of the Companies Act, 2017.
• Detailed profile along with the office address for placement on the Company's website seven (7) days prior to the date of election in terms of S.R.O. 25( I )/2012 of January 16, 2012.
• Signed declaration to the effect that he/she is aware of the duties and powers of directors under the Companies Act, 2017, Memorandum and Articles of Association of the Company, Rule Book of Pakistan Stock Exchange and the listed Companies (Code of Corporate Governance) Regulations, 2019; and other relevant laws and regulations.
• Signed declaration to the effect that he/she is compliant with the requirements, and eligibility criteria as set out in the Companies Act, 2017 and Listed Companies (Code of Corporate Governance) Regulations, 2019 to be appointed as a Director /Independent Director of the listed Company.
• Attested copy of valid CNIC/Passport and NTN.
• Independent Directors will be elected through the process of election of directors in terms of Section 159 of the Companies Act, 2017 and they shall meet the criteria laid down under section 166(2) of the Companies Act, 2017.

Proxy Form

136th General Meeting (Extraordinary)

The Company Secretary,

Rafhan Maize Products Co. Limited,

Rakh Canal East Road,

Faisalabad.

R/o....................................................................................................................................................................

as my/our proxy to attend and vote for me/us and on my/our behalf at the 136th General Meeting (Extraordinary) of the Company to be held on Thursday, September 5, 2024 at 3:00 p.m. at the Company's Head Office, Rakh Canal East Road, Faisalabad and/or at any adjournment thereof.

1. This Form of Proxy, duly completed and signed across a revenue stamp, must be deposited at the Company's Registered Office not less than 48 hours before the time of holding the meeting.
2. Shareholders or their Proxies should bring their original valid CNIC or original valid Passport for their Identification. CDC shareholders should also bring their Participant's ID Number and their Account Number.
3. In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

136

2024136

2024

50/-