Shell Pakistan Limited

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that an Extra Ordinary General Meeting (‘EOGM’) of Shell Pakistan Limited (the ‘Company’) will be held at Pearl Continental
Hotel, Karachi and virtually through video-conference facility, on Tuesday, October 29, 2024, at 10:30 a.m. to transact the following business:

1. To consider and if thought fit, to amend the Articles of Association of the Company and for this purpose to pass the following resolution as a
Special Resolution:
RESOLVED as and by way of Special Resolution THAT the Articles of Association of the Company be and are hereby altered:
(a) by omitting the definition of “Shell” in Article 1 (Preliminary) and inserting the following new definition:
"Major Shareholder" means a Member holding not less than three-fourths of the shares in the Company.”
(b) by omitting the word “Shell” in Article 41 (Quorum) and substituting the same with the words “the Major Shareholder”.
(c) by omitting the word “Shell” in Article 88 (Proceedings of Directors) and substituting the same with the words “the Major Shareholder”.
(d) by omitting the word “Shell” wherever appearing in Article 91 (Proceedings of Directors) and substituting the same with the words “the
Major Shareholder”.
The Statement of Material facts as required under Sections 134(3) of the Companies Act, 2017 is attached to this notice.
By Order of the Board

Karachi: Lalarukh Hussain-Shaikh

August 26, 2024 Secretary
NOTES:
(i) The register of members will remain closed from Tuesday, October 22, 2024, to Tuesday, October 29, 2024 (both days inclusive). Transfers received
in order at the office of our Share Registrars, FAMCO Share Registration Services (Private) Limited., 8-F, near Hotel Faran, Nursery, Block-6,
P.E.C.H.S., Shahra-e-Faisal, Karachi-75400, by the close of business (5:00 p.m.) on Monday October 21, 2024 will be treated as being in time to
attend and vote at the meeting.
(ii) Members may attend in person or through video-conferencing facility arranged by the Company. For attending the meeting through
video-conference, members are required to e-mail their name, folio number, valid e-mail address and number of shares held in their name to
[email protected] with the subject “Registration for SPL’s EOGM”.
(iii) A member entitled to attend and vote at the meeting shall be entitled to appoint another person, as his/her proxy to attend the meeting either
in-person physically or through video-conference facility. Proxies may demand or join in demanding a poll, speak and vote at the meeting. For a proxy
to attend the meeting either physically or through video-conference facility, the proxy form must be received at the registered office of the Company
not later than 48 hours before the meeting.
Proxies may also be appointed by e-mailing a scanned copy of the proxy form signed by shareholder authorising the proxy along with the e-mail
address of proxy and the relevant details (as given below) to [email protected].
A proxy need not be a member of the Company.
(iv) A form of Proxy is enclosed with the Notice of Meeting being sent to the members.
(v) Confirmation emails to attend the meeting via video-link (with login credentials) will be shared with only those member/proxies whose e-mails
containing all the required particulars are received at the given e-mail address by or before the close of business hours (5:00 p.m.) on October 27,
2024. Shareholders can also provide their comments and questions for the agenda items of the EOGM on [email protected].
(vi) Members holding physical shares are requested to notify any change in their addresses immediately to our Share Registrar, FAMCO Share
Registration Services (Private) Limited, 8-F, near Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahra-e-Faisal, Karachi-75400.
(vii) Members or their proxies are required to present their original CNIC or Passport along with the Participant’s I.D. and Account Number(s) or Folio
Number at the time of attending the Extraordinary General Meeting in-person at the venue in order to authenticate their identity.
(viii) Pursuant to Companies (Postal Ballot) Regulations 2018, members will be allowed to exercise their right of vote through postal ballot that is voting
by post or through any electronic mode, in accordance with the requirements and procedure in aforesaid regulations. The details of the same will be
provided later.
(ix) Special Notice to the Shareholders for Conversion of Physical Shares into Book-Entry Form: In compliance with section 72 of the Companies Act,
2017 and SECP's letter No. CSD/ED/Misc./2016-639-640 dated March 26, 2021, listed companies are required to replace existing physical shares
issued by them into the Book-Entry form. Given the above requirement, shareholders of the Company having physical folios/ share certificates are
requested to convert their shares from the physical form into Book-Entry form as soon as possible. Conversion of physical shares into Book-Entry
form would facilitate the shareholders in many ways, i.e., safe custody of shares, readily available market for instant sale and purchase of shares,
eliminate the risk of loss & damage, easy & secure transfer with lesser formalities as compared to physical shares. The Company's shareholders may
contact the Share Registrar, FAMCO Share Registration Services (Private) Limited, for assistance in converting physical shares into Book-Entry Form.

STATEMENT OF MATERIAL FACTS AS REQUIRED UNDER SECTIONS 134(3) OF THE COMPANIES ACT, 2017
Agenda Item – Amendments to the Company’s Articles of Association

The Board of Directors has recommended that the Company’s Articles of Association be altered in the manner set forth in the special resolution in the
notice convening the Extra ordinary General Meeting.
On October 31, 2023 and April 5, 2024, Wafi Energy Holding Limited made a public announcement of its intention to acquire up to 77.42% shares of the
Company. On July 27, 2024, Wafi Energy Holding Limited made a public announcement of offer to acquire 11.29% shares of the Company.
In preparation for the aforesaid acquisition, it is proposed that the Articles of Association of the Company be amended, and for this purpose, the
resolution set out in the notice convening the Extra ordinary General Meeting of the Company be passed as a Special Resolution.
The Board confirms that the proposed alterations are in line with the applicable provisions of the law and regulatory framework to the best of their
knowledge and belief.
The existing and proposed altered provisions of the Company’s Articles of Association are set out below:
Existing Article 1, item 2 Proposed Amendment to Article 1, item 2
"Shell" means and includes Royal Dutch Shell plc and any company over "Major Shareholder" means a Member holding not less than three-fourths
which Royal Dutch Shell plc either directly or indirectly has control. of the shares in the Company.

Existing Article 41 Proposed Amendment to Article 41

41. No business shall be transacted at any General Meeting unless a 41. No business shall be transacted at any General Meeting unless a
quorum is present at the time when the meeting proceeds to business; quorum is present at the time when the meeting proceeds to business;
save as herein otherwise provided ten persons being Members or proxies save as herein otherwise provided ten persons being Members or proxies
of Members present at the meeting either personally or through video link of Members present at the meeting either personally or through video link
and representing a majority of the voting power of the Company shall be and representing a majority of the voting power of the Company shall be a
a quorum provided that at least three of such persons are members; and quorum provided that at least three of such persons are members; and
provided further that no quorum shall be deemed to be present at any provided further that no quorum shall be deemed to be present at any
General Meeting unless Shell is present by representative, agent or proxy. General Meeting unless the Major Shareholder is present by
representative, agent or proxy.

Existing Article 88 Proposed Amendment to Article 88

88. The quorum necessary for the transaction of the business of the 88. The quorum necessary for the transaction of the business of the
Directors shall be five Directors of whom at least two shall be Directors Directors shall be five Directors of whom at least two shall be Directors
representing the interests of Shell. An alternate Director whose representing the interests of the Major Shareholder. An alternate Director
appointment is effective shall be counted in a quorum. whose appointment is effective shall be counted in a quorum.

Existing Article 91 Proposed Amendment to Article 91

91. The Directors shall from time to time elect one from amongst the 91. The Directors shall from time to time elect one from amongst the
Directors representing the interests of Shell as Chairman of the Board of Directors representing the interests of the Major Shareholder as
Directors and, may determine his remuneration for the period for which he Chairman of the Board of Directors and, may determine his remuneration
is to hold office. The Chairman shall preside over all meetings of the Board for the period for which he is to hold office. The Chairman shall preside
of Directors, but if at any meeting the Chairman is not present within fifteen over all meetings of the Board of Directors, but if at any meeting the
minutes after the time appointed for holding the same. the Directors Chairman is not present within fifteen minutes after the time appointed for
present may choose one of their number being a Director representing the holding the same. the Directors present may choose one of their number
interests of Shell to be chairman of the meeting. being a Director representing the interests of the Major Shareholder to
be chairman of the meeting.

FORM OF PROXY FOR EOGM 2024

I/We of
in the district of
being a member of Shell Pakistan Limited and holder of
Ordinary Shares as per Share Register Folio (No. of Shares)
No. and/or CDC Participant I.D.No. and Sub Account No.
hereby appoint of in the district of
or failing him/her of
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of Shell Pakistan Limited to be held at Pearl-Continental Hotel
Karachi, Karachi and virtually through video-conference facility on October 29, 2024 at 10:30 a.m.

Signed this day of 2024.

WITNESSES:

1٫ Signature 2٫ Signature Signature

Name Name (Signature should
agree with the
Address Address
specimen
signature
CNIC or CNIC or registered with the
Passport No Passport No Company)

NOTES:
1. A member entitled to attend and vote at the meeting may appoint another person, as his/her proxy to attend, demand or join in demanding a poll,
speak and vote instead of him/her, and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the meeting as
are available to a member. Proxies may also be appointed by e-mailing a scanned copy of signed letter by shareholder authorising proxy along
with e-mail address of proxy and the relevant details (as mentioned in the Notice) to [email protected].
2. Proxies in order to be effective must be received at the registered office of the Company not later than 48 hours before the meeting.
3. A Proxy need not be a member of the Company.
4. Shareholders and their proxies must attach an attested photocopy of their CNIC or Passport with this Proxy Form.

Shell House
6, Ch. Khaliquzzaman Road
Karachi-75530