Page 283 - InterloopAnnualReport2020

RESOLVED FURTHER THAT the aforesaid amendments in ESOS of the Company shall be subject to any
amendment, modification, addition or deletion as may be deemed appropriate by the authorized person as may be
suggested, directed and advised by the SECP which suggestion, direction and advise shall be deemed to be have
been approved as part of the passed Special Resolution without the need of the members to pass a fresh Special
Resolution.

7. To consider and, if thought fit, to approve the following resolutions as Special Resolutions (with or without any
amendments, modifications or alterations) by each class or members, namely, the members holding Ordinary Shares
and the members holding Non-Voting Ordinary Shares, in each case, by the requisite majority required under the
proviso to Section 38(1) of the Companies Act, 2017:

RESOLVED THAT subject to the approval of the Securities & Exchange Commission of Pakistan (SECP) and such
other approvals as may be necessary, 2,797,450 (two million, seven hundred ninety seven thousand, four hundred
fifty), fully paid & non-listed, Non-Voting Ordinary Shares which have been granted, vested, exercised and/or issued
before the listing of the Company to the Eligible Employees in terms of Approved ESOS, be and are hereby converted
into 2,797,450 (two million, seven hundred ninety seven thousand, four hundred fifty) Ordinary Shares having par
value of Rs.10/- per share, ranking pari passu with, and having the same rights as, the existing Ordinary Shares of the
Company in all respects.

RESOLVED FURTHER THAT Mr. Navid Fazil, Director/CEO, Mr. Muhammad Maqsood, Director, and Rana Ali Raza,
Company Secretary are authorized jointly and severally to apply for listing of the 2,797,450 (two million, seven hundred
ninety seven thousand, four hundred fifty) Ordinary Shares with Pakistan Stock Exchange (PSX) and also to request
Central Depository Company of Pakistan Limited (CDC) to add and record 2,797,450 (two million, seven hundred
ninety seven thousand, four hundred fifty) Ordinary Shares (being the shares converted from Non-Voting Ordinary
Shares) in the Central Depository System, sign agreements, give undertakings under stamp of the Company or
otherwise and to do all such acts and things as may be required in this connection.

RESOLVED FURTHER THAT Mr. Navid Fazil, Director/CEO, Mr. Muhammad Maqsood, Director, and Rana Ali Raza,
Company Secretary are authorized jointly and severally to take any and all actions necessary or conducive for the
implementation of the foregoing resolutions and to do all such other acts, deeds and things as may be necessary and/
or expedient for the aforesaid purposes.

8. To consider, and if thought fit, pass Special Resolutions, given below, to amend the Memorandum and Articles of
Association of the Company as circulated to the members of the Company along with the notice of this AGM and duly
initialed by the Company Secretary for the purpose of identification, to set out the elimination of Class “Non-Voting
Ordinary Shares”:

RESOLVED THAT pursuant to the provisions of the Companies Act, 2017 and any other applicable law(s), the
alteration of/amendments in Memorandum and Articles of Association of the Company, placed in draft form before
this meeting and duly initialed by the Company Secretary for the purpose of identification, be and are hereby approved
subject to any amendments that may be required by the SECP or recommended by the Company and approved by
the SECP:

RESOLVED FURTHER THAT Mr. Navid Fazil, Director/CEO, Mr. Muhammad Maqsood, Director, and Rana Ali Raza,
Company Secretary, be and are hereby authorized singly to fulfill all legal, corporate and procedural formalities,
make amendments, modification addition or deletion and to do all necessary acts, deeds and things in connection
therewith and ancillary thereto as may be required or expedient to give effect to the spirit and intent of the above
resolution and filings with SECP along with all requisite documents, affidavits, statements etc. for recording of the
above amendments.
RESOLVED FURTHER THAT the aforesaid amendments in Memorandum and Articles of Association of the
Company shall be subject to any amendment, modification, addition or deletion as may be deemed appropriate by
the authorized person or as may be suggested, directed and advised by the SECP which suggestion, direction and
advise shall be deemed to be have been approved as part of the passed Special Resolution without the need of the
members to pass a fresh Special Resolution.

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