NOTICE OF EXTRAORDINARY GENERAL MEETING NISHAT NISHAT MILLS LIMITED NISHAT MILLS LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Extraordinary General Meeting (“EOGM”) of the members of Nishat Mills Limited (the “Company") will be held on March 31, 2020 (Tuesday) 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 elect Seven (7) Directors of the Company, as fixed by the Board of Directors, for the next term of three years, in accordance with the provisions of Section 159 of the Companies Act, 2017, in place of following retiring Directors who are eligible to offer themselves for re-election:- 1. Mian Umer Mansha 2. Mian Hassan Mansha 3. Syed Zahid Hussain 4. Mr. Mahmood Akhtar 5. Mr. Farid Noor Ali Fazal 6. Mr. Ghazanfar Hussain Mirza 7. Mr. Maqsood Ahmad A Statement of Material Facts as required under Section 166(3) of the Companies Act, 2017 concerning the manner of selection of Independent Directors is annexed to the notice of meeting circulated to the members of the Company. 2. Special Business:- A) To consider and if deemed fit, pass following resolutions as Special Resolutions pursuant to the provisions of Section 199 of the Companies Act, 2017 to approve and authorize additional long-term equity investment by way of purchase of ordinary shares of MCB Bank Limited, an associated company, from stock market: RESOLVED THAT approval of the members of Nishat Mills Limited (the “Company”) be and is hereby accorded and the Company be and is hereby authorized in terms of Section 199 and other applicable provisions of the Companies Act, 2017 to make further equity investment up to PKR 2.144 Billion (Rupees Two Billion One Hundred and Forty Four Million only) by way of purchase of 7,145,000 ordinary shares of MCB Bank Limited, an associated company, from time to time from the stock market at the prevailing market price but not exceeding Rs. 300 per share, as per other terms and conditions disclosed to the members. RESOLVED FURTHER THAT this resolution shall be valid for a period of 3 years starting from the date of approval by members and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities including filing of documents as may be necessary or incidental or expedient for the purpose of implementing the 1 aforesaid resolutions. RESOLVE FURTHER THAT subsequent to the above said equity investment, Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby authorized singly to dispose of, through any mode, a part or all of equity investments made by the Company from time to time as and when deemed appropriate and necessary in the best interest of the Company. B) To consider and if deemed fit, pass following resolutions as Special Resolutions pursuant to the provisions of Section 199 of the Companies Act, 2017 to approve the increase in %age of equity investment in Hyundai Nishat Motor (Private) Limited (HNMPL), an associated company from 12% to upto 15% of the total paid up share capital of HNMPL provided that the aggregate limit of equity investment in HNMPL shall not exceed the amount of PKR 1,267,680,000 for subscription of 126,768,000 shares pursuant to the authority of the special resolutions passed on 28 March 2018 and 28 October 2019. RESOLVED THAT approval of the members of Nishat Mills Limited (the “Company”) be and is hereby accorded to increase in %age of equity investment in Hyundai Nishat Motor (Private) Limited (HNMPL), an associated company from 12% to upto 15% of the total paid up share capital of HNMPL provided that the aggregate limit of equity investment in HNMPL shall not exceed the amount of PKR 1,267,680,000 for subscription of 126,768,000 shares pursuant to the authority of the special resolutions passed on 28 March 2018 and 28 October 2019. RESOLVED FURTHER THAT the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities including filing of documents as may be necessary or incidental or expedient for the purpose of implementing the aforesaid resolutions. A Statement of Material Facts as required under Section 134(3) of the Companies Act 2017 concerning the aforesaid special business are annexed to the notice of meeting circulated to the members of the Company. BY ORDER OF THE BOARD Lahore KHALID MAHMOOD CHOHAN February 14, 2020 Company Secretary 2 NOTES: BOOK CLOSURE NOTICE:- The Ordinary Shares Transfer Books of the Company will remain closed from 18-03-2020 to 31-03-2020 (both days inclusive) for attending and voting at Extra Ordinary General Meeting and Election of Directors. Physical transfers / CDS Transactions IDs received in order in all respect upto 1:00 p.m. on 17-03-2020 at Share Registrar, THK Associates (Private) Limited, Karachi Office, 1st Floor, 40-C, Block-6, PECHS, Karachi, Lahore Office, THK Associates (Private) Limited, Siddique Trade Centre, Office No. PL-29, PL Floor, 72 Main Boulevard, Gulberg II, Lahore, will be considered in time for attending of meeting and Election of Directors. 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, if any. Members who have deposited their shares into Central Depository Company of Pakistan Limited (“CDC”) 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 a. 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. b. 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 a. 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. 3 b. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form. c. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form. d. The proxy shall produce his original CNIC or original passport at the time of the Meeting. e. 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. STATEMENT OF MATERIAL FACTS UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017 Pursuant to the requirements of Section 166(3) of the Companies Act, 2017, independent directors will be appointed through the process of Election of Directors as laid down under Section 159 of the Companies Act, 2017. The names of Ms. Mehak Adil and Mr. Ahmad Imran Aslam have been proposed as Independent Directors to be elected by the members. They are qualified and experienced professional and their names have been selected from the data bank of independent directors maintained by Pakistan Institute of Corporate Governance because they meet the criteria of independence as laid down in Section 166(2) of the Companies Act, 2017. The candidates are requested to read the relevant provisions / requirements relating to the appointment / election of directors, as mentioned in the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019 and ensure compliance with the same in letter and spirit. The present Directors are interested to the extent that they are eligible for re-election as Directors of the Company. 4 STATEMENT OF MATERIAL FACTS 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 Extraordinary General Meeting of the Company to be held on March 31, 2020. A. Equity Investment in MCB Bank Limited Introduction MCB Bank Limited (“the Bank”), with more than 70 years of experience as one of the leading Banks in Pakistan, was incorporated on July 9, 1947.