CERTIFIED COPY OF THE RESOLUTIONS PASSED AND ADOPTED IN EXTRA ORDINARY GENERAL MEETING OF TREET CORPORATION LIMITED ("Company") HELD ON JANUARY 10, 2025.
Ordinary Business:
- RESOLVED THAT the minutes of Annual General Meeting of the Company held on October 28, 2024 having been read, be and are hereby confirmed and approved by the members."
- There was no other ordinary business to discuss in the meeting.
Special Business:
3. To consider and if thought fit, pass the following Special Resolutions under Section 183(3) read with Section 199 of the Companies Act, 2017, with or without modification(s), addition(s) and/or deletion(s): RESOLVED THAT, approval of the shareholders of the Company be and is hereby accorded, in accordance with Section 199 of the Companies Act, 2017 (the "Act"), read along with Section 183(3) of the Act, to disinvest up to 231,639,658 (Two Hundred and Thirty-OneMillion Six Hundred and Thirty-NineThousand and Six Hundred and Fifty-Eight)ordinary shares of Treet Battery Limited (TBL), being a subsidiary of the Company, by way of sale of shares of TBL, in open market (through Pakistan Stock exchange) at the share price of TBL shares as on the date of sale and/or through a negotiated deal mechanism, at a price that may be deemed appropriate by the management of the Company, either in one lot or multiple lots as deemed fit by the management;
FURTHER RESOLVED THAT, the said resolution shall be valid for one year starting from the date of approval by the shareholders, and that the Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary of the Company be and are hereby severally empowered and authorized to undertake the decision of the said divestment as and when required and to take all steps and actions necessary, incidental and ancillary including execution of any and all documents and agreements as may be required in this regard and to do all acts, matters, deeds and things as may be necessary or expedient for the purpose of implementing the aforesaid resolution.
FURTHER RESOLVED THAT, the aforementioned resolution(s) shall be subject to any amendment, modification, addition or deletion as may be suggested, directed and advised by the shareholders of the Company, the Securities and Exchange Commission of Pakistan and / or any other regulatory authority exercising competent jurisdiction, which suggestion, direction and advice shall be deemed to be part of the aforementioned resolution(s) without the need for the shareholders of the Company to pass afresh the aforementioned resolutions(s).
4. To consider and if thought fit, pass the following Special Resolution under Section 199 of the Companies Act, 2017, with or without modification(s), addition(s) and/or deletion(s):
RESOLVED THAT, approval of shareholders be and is hereby accorded in accordance with Section 199 of the Companies Act, 2017 (the "Act"), to convert the loan along with accrued interest thereon extended by the Company to Treet Battery Limited ("TBL") pursuant to the loan agreement dated
November 28, 2022 executed between the Company and TBL, amounting to PKR 2,003,166,300/ (Pakistani Rupees Two Billion Three Million One Hundred and Sixty-Six Thousand Three Hundred) consisting of a principal loan amount of PKR 1,276,390,372 (Pakistani Rupees One Billion and Two Hundred and Seventy-Six Million Three Hundred and Ninety Thousand Three Hundred and Seventy Two) and accrued interest thereon of PKR 726,775,928 (Pakistani Rupees Seven Hundred and Twenty Six Million and Seven Hundred and Seventy-Five Thousand and Nine Hundred and Twenty-Eight) into ordinary shares of TBL, through issuance and allotment of 200,316,630 (Two Hundred Million and Three Hundred and Sixteen Thousand and Six Hundred and Thirty) ordinary shares of TBL to the Company at the rate of PKR 10/- (Pakistani Rupees Ten) per share, i.e. at par value.
FURTHER RESOLVED THAT the Chief Executive Office, Chief Financial Officer and the Company Secretary, be and are hereby authorized, singly, to negotiate, finalize, and execute any and all agreements, documents, and instruments necessary or appropriate to effectuate the conversion of the loan and other amounts into ordinary shares of TBL.
FURTHER RESOLVED THAT the Chief Executive Office, Chief Financial Officer and the Company Secretary be and are hereby authorized, singly, to perform all acts and deeds necessary to implement and give effect to above resolutions including, but not limited to, signing and executing any documents or agreements required for the conversion, submitting necessary filings, applications etc. with regulatory authorities, and taking all other steps, actions, deeds etc. as may be required.
FURTHER RESOLVED THAT, the aforementioned resolution(s) shall be subject to any amendment, modification, addition or deletion as may be suggested, directed and advised by the shareholders of the Company, the Securities and Exchange Commission of Pakistan and / or any other regulatory authority exercising competent jurisdiction, which suggestion, direction and advice shall be deemed to be part of the aforementioned resolution(s) without the need for the shareholders of the Company to pass afresh the aforementioned resolutions(s).
5. To transact any other business with the permission of the Chair.
There was no other business for discussion on the agenda, the meeting was declared closed with a vote of thanks to the Acting Chair.
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