Tpl Corp LtdPSX: TPL

Certified copy of the resolutions passed and adopted by the shareholders of TPL Corp limited (the company) in its extraordinary general meeting held on june 13, 2025

· Issued by Tpl Corp Ltd
Date: June 13, 2025 The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi.

CERTIFIED COPY OF THE RESOLUTIONS PASSED AND ADOPTED BY THE SHAREHOLDERS OF TPL CORP LIMITED ("THE COMPANY") IN ITS EXTRAORDINARY GENERAL MEETING HELD ON JUNE 13, 2025

Dear Sir,

As required under Rule 5.6.9(b) of the Rule Book of Pakistan Stock Exchange Limited, please find enclosed herewith copy of the Resolutions passed by the shareholders of TPL Corp Limited in its meeting held on June 13, 2025.

Yours sincerely,



Shayan Mufti Company Secretary Enclosure: As above CERTIFIED COPY OF THE RESOLUTIONS PASSED AND ADOPTED BY THE SHAREHOLDERS OF THE COMPANY IN ITS EXTRAORDINARY GENERAL MEETING HELD ON JUNE 13, 2025 ORDINARY BUSINESS:

  1. To approve the minutes of the Annual General Meeting held on November 27, 2024.

    "RESOLVED THAT the minutes of Annual General Meeting of TPL Corp Limited held on November 27, 2024 at 12:00 Noon be and are hereby approved."

    SPECIAL BUSINESS:

  2. To consider and, if thought fit, to pass with or without modification(s), the following resolution as special resolution, in accordance with Section 199 of the Companies Act, 2017, to approve and authorize the Company to invest in its subsidiary company i.e. TPL Trakker Limited, by providing corporate guarantee(s) and / or other security in the aggregate amount not exceeding PKR 500,000,000/-(Pak Rupees Five Hundred Million).

    "RESOLVED THAT in accordance with Section 199 of the Companies Act, 2017 read with the Companies (Investment in Associated Companies or Undertakings) Regulations, 2017 and other applicable laws, the Company be and is hereby authorized to provide corporate guarantee(s) and / or other security up to an aggregate amount not exceeding PKR. 500,000,000/- (Pak Rupees Five Hundred Million) to subsidiary company i.e. TPL Trakker Limited (TPLT), in the form and manner as deemed fit to the Board of Directors of the Company, for a period of five years to secure the repayment of the financial facility(ies) to be obtained by TPLT, on terms and conditions as may be mutually agreed therefor."

    "RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company ("Authorized Persons"),, or any other person(s) authorized by them, be and are hereby jointly (any two) authorized to execute such documents, deeds, instruments, writings, papers and / or agreements as may be required, and do all such acts, deeds, matters, filings and things, as it may deem fit, necessary or appropriate and settle any questions, difficulty or doubt that may arise in this regard, including with respect to matters ancillary or incidental thereto."

  3. To consider and if thought fit to pass with or without modifications(s), the following as special resolution in terms of Section 183 (3) (b) and 208 of the Companies Act, 2017, read with S. R. O. 1239 (I)/2017 and Companies (Related Party Transactions and Maintenance of Related Records) Regulations, 2018 and other applicable laws, to approve and authorized the Company to / dispose of / sell the Company's entire shareholding comprising 2,100,000 (Two Million One Hundred Thousand) shares (representing 100% of the issued and paid-up share capital) in its wholly owned subsidiary, TPL Security Services (Private) Limited, to TPL Trakker Limited (a subsidiary of the Company) for an amount equivalent to the sum of PKR 140,430,666/- (Pak Rupees One Hundred Forty Million Four Hundred Thirty Thousand Six Hundred Sixty Six Only).

    "RESOLVED THAT pursuant to Section 183 (3) (b) and 208 of the Companies Act, 2017 and other applicable laws, the Company be and is hereby authorized to dispose of / sell its entire shareholding comprising 2,100,000 (Two Million One Hundred Thousand) shares (representing 100% of the issued and paid-up share capital) in its wholly owned subsidiary, TPL Security Services (Private) Limited, to TPL Trakker Limited (a subsidiary of the Company) for an amount equivalent to the sum of PKR

    140,430,666/- (Pak Rupees One Hundred Forty Million Four Hundred Thirty Thousand Six Hundred Sixty Six Only)."

    "RESOLVED FURTHER THAT the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company ("Authorized Persons"), be and are hereby, jointly (any two), authorized and empowered to do and perform all such acts, deeds, matters and things, as may be necessary, to execute, deliver and perform such agreements, contracts, deeds and other documents, file applications and make representations in respect thereof and seek approval(s) from relevant authority(ies), including government/semi government authorities, lenders, financial institutions, legislative bodies, regulatory or administrative authorities, statutory bodies, in this regard, and deal with any matters, take necessary steps in the matter as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect the above resolution, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

    "RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Director or any other officer(s)/authorized representative(s) of the Company to give effect to the aforesaid resolution."

  4. To consider and, if thought fit, to pass, with or without modification(s), the following resolutions as an ordinary resolution, in accordance with Section 182 of the Companies Act, 2017, to approve and authorize the Company to provide corporate guarantee(s) and/or other security in connection with any loan(s) obtained by the Directors of the Company from time to time, subject to compliance with applicable laws and requisite approvals.

"RESOLVED THAT, in accordance with Section 182 of the Companies Act, 2017 and other applicable laws, the Company be and is hereby authorized to provide corporate guarantee(s) and/or other security in connection with any loan(s) obtained by the Directors of the Company from time to time, in such form and manner as may be deemed appropriate by the Board of Directors, and on such terms and conditions as may be mutually agreed between the relevant parties."

"RESOLVED FURTHER THAT, for the purpose of giving effect to the foregoing resolution, the Chairman, Chief Financial Officer or any other person(s) duly authorized by the Board, be and are hereby authorized, jointly (any two), to execute, deliver, and sign all necessary documents, instruments, agreements, and writings, and to take or cause to be taken all such actions, steps, filings, and matters as may be necessary, desirable, or expedient for giving effect to this resolution, including making any amendments, modifications, or changes as may be required by the regulatory authorities or otherwise deemed appropriate."

CERTIFIED TO BE A TRUE COPY



Shayan Mufti Company Secretary

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