Page 289 - InterloopAnnualReport2020

STATEMENT UNDER SECTION 166(3) OF THE COMPANIES

ACT, 2017

AGENDA NO. 5 - ELECTION OF DIRECTORS:
Persons eligible under Section 153, meet the criteria under Section 166 of the Companies Act, 2017 and the Companies
(Manner and Selection of Independent Directors) Regulation, 2018, may submit their nominations to be elected as independent
directors. However, it is noteworthy to mention that independent directors shall be elected in the same manner as other directors
are elected in terms of Section 159 of the Companies Act, 2017.
STATEMENT UNDER SECTION 134(3) OF THE COMPANIES

ACT, 2017 PERTAINING TO THE SPECIAL BUSINESS

This statement sets out the material facts pertaining to the Special Business, being Items on the notice, intended to be transacted
at the annual general meeting of the Company to be held on October 15, 2020.
AGENDA NO. 6- AMENDMENTS TO Employee Stock Option Scheme (ESOS) RULES
Interloop Limited’s Employee Stock Option Scheme (“ESOS”) of the Company were approved by the Shareholders of the
Company at an EOGM held on December 31, 2015 and by the SECP vide its letter dated September 01, 2016.
As the Company has now become listed on Pakistan Stock Exchange (PSX) during last year, certain provisions in the approved
scheme require customization in consistent with the listed Companies Regulations. In accordance with applicable Rules &
Regulations in this regard, the Company now wishes to vary certain terms of the ESOS.

The Board of Directors of the Company in their meeting held on September 16, 2020, has approved the proposed amendments
in the Interloop Limited’s Employee Stock Option Scheme (ESOS).

A copy of the amended Scheme/Rules bearing the initials of the Company Secretary for the purpose of identification, is being
annexed as “Annexure A” which is included in the CD/DVD with the notice of Annual General Meeting which shall also be
available at the Registered Office of the Company for inspection and perusal by any shareholder during office hours from
Monday to Friday (9.00 a.m. - 5.00 p.m.) from the date of issuance/publication of this notice till the date of General Meeting. A
copy will also be provided to the Shareholders who require one, at the meeting. The amended Rules include other necessary
amendments which resulted from the enactment of the Companies (Further Issue of Shares) Regulations, 2020 and repealing
the Public Companies (Employee Stock Option Scheme) Rules 2001.

The directors of the Company have no personal interest in this amended scheme but one executive director has been issued
shares under the existing approved scheme during the previous year.

AGENDA NO. 7- CONVERSION OF NON-VOTING ORDINARY SHARES INTO VOTING SHARES
The Board of Directors in their meeting held on September 16, 2020 has decided to convert 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, into Ordinary Shares at par value of Rs.10/- per share after required amendments in the Approved Employee Stock
Option Scheme (ESOS) of the Company subject to the approval by the members as Special Resolutions in AGM with or without
modification, addition or deletion.

Modification in the Approved Employee Stock Option Scheme (ESOS) of the Company and Memorandum and Articles of
Association of the Company is necessary to cater for the conversion of such number of Non-Voting Ordinary Shares (unlisted
security) into Ordinary Shares. The proposed changes in the Approved constitutions of the Company is being made to
accommodate above conversion as approved by the Board subject to approval by the holders of voting shares and the holders
of non-voting shares.

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