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Merit Packaging Limited Proxy Solicitation & Information Statement 2025

Jun 12, 2025

72209_rns_2025-06-12_8cde2e61-6cd8-48ec-93f5-01a921ad0ff9.pdf

Proxy Solicitation & Information Statement

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MERIT PACKAGING LIMITED

Registered Office & Corporate Department LAKSON SQUARE, BUILDING NO.2, SARWAR SHAHEED ROAD, KARACHI-74200, PAKISTAN.

June 12, 2025

The General Manager Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Dear Sir,

BALLOT PAPER

We enclose a copy of Ballot Paper, which will be published in newspapers for your information and record.

Kindly acknowledge.

Yours faithfully, for MERIT PACKAGING LIMITED

municip (MANSOOR AHMED) Company Secretary

Encl: As above

Ballot Paper for Voting Through Post MERIT PACKAGING LIMITED

Registered Office: Lakson Square, Building No.2, Sarwar Shaheed Road, Karachi-74200. Contact: +92 21 38400000, Website: www.meritpack.com

For poll to be held at the Extraordinary General Meeting of Merit Packaging Limited on Friday, June 27, 2025, at 03:30 p.m. at the ICAP Auditorium, Chartered Accountants Avenue, Block 8, Clifton, Karachi, as well as through video-link facility to transact the following business:

Contact Details of Chairman, where ballot paper may be sent:

Business Address: Merit Packaging Limited, Lakson Square, Building No.2, Sarwar Shaheed Road Karachi. Attention: Company Secretary

Designated Email Address: [email protected]

Name of shareholder/joint shareholders
Registered address of shareholder(s)
Number of shares held
Folio number / CDC Account Number
CNIC/Passport No. (in case of foreigner) (copy to
be attached)
Additional information and enclosures (In
case of representative of body corporate,
corporation and Federal Government.)
INSTRUCTIONS FOR POLL
  1. Please indicate your Vote by ticking $(\checkmark)$ the relevant box.

  2. In case both the boxes are marked as $(\checkmark)$ , your ballot paper shall be treated as "Rejected".

I/we hereby exercise my/our vote in respect of the below resolutions through ballot by conveying my/our assent or dissent to the resolution(s) by placing tick $(\checkmark)$ mark in the appropriate box below.

S.
No.
Nature and Description of Resolutions No. of
Ordinary
Shares for
which vote cast
I/We assent to
the
Resolution
(FOR)
I/We dissent
to the
Resolution
(AGAINST)
1. "RESOLVED THAT the consent of shareholders be and is
hereby accorded to the disposal and sale of the Company's assets
comprising of Plant and Machinery (Flexible Packaging Unit)
and Goodwill ("the Assets") located at 17-B, Sector 29, Korangi
Industrial Township, Karachi for an aggregate sale consideration
of PKR 1,000,000,000 based on the best available quote from the
interested party.
FURTHER RESOLVED THAT Board of Directors be and are
hereby authorized and empowered for the Sale of Assets. The
Board may delegate its powers to the Company Secretary and /or
Chief Financial Officer and a Director on such terms and
conditions they deem fit, to act on behalf of the Company in doing
and performing all acts, matters, things and deeds to implement
and / or give effect to the asset sale and the transaction
contemplated by it, which shall include, but not be limited to:
selling the Assets to its party Kompass Pakistan (Private)
a)
Limited (the buyer) and for that purpose, entering into asset
sale agreement or any other agreement with the buyer,
receiving of sale consideration, executing, preparing and
signing asset sale agreement and / or transfer documents in
favor of the buyer(s) to effect the asset sale in favor of the
buyer by representing the same before all parties &
authorities concerned and admitting execution thereof;
S.
No.
Nature and Description of Resolutions No. of
Ordinary
Shares for
which vote cast
I/We assent to
the
Resolution
(FOR)
I/We dissent
to the
Resolution
(AGAINST)
and
generally performing and executing in respect of the assets
b)
all lawful deeds, agreements, acts and things as may be fit
and proper in order to implement and complete the Assets
sale.
FURTHER RESOLVED THAT the Company be and is hereby
authorized to take all actions incidental or ancillary thereto with
regard to execution of sale of (approved) Assets.
FURTHER RESOLVED THAT the Board be and is hereby
empowered to agree upon modification in these resolutions that
may be directed / required by the SECP without the need of any
other further approval of the shareholders.
FURTHER RESOLVED THAT certified copies of this
resolution in its present form or modified by CFO/Company
Secretary be communicated to the concerned authorities and
shall remain in force until notice in writing to the contrary is
given."

Signature of shareholder(s)

Place

Date

Stamp in case of corporate shareholder

NOTES / PROCEDURES FOR SUBMISSION OF BALLOT PAPER:

    1. Duly filled and signed original postal ballot should be sent to the Chairman, at above-mentioned business or email address.
    1. Copy of CNIC/Passport (in case of foreigner) should be enclosed with the postal ballot form.
    1. Postal ballot forms should reach chairman of the meeting on or before June 26, 2025 during working hours (i.e. by 5:00 p.m.). Any postal ballot received after this date and time, will not be considered for voting.
  • Signature on postal ballot should match the signature on CNIC/Passport (in case of foreigner). $4.$
  • Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot papers will be rejected. 5.
    1. In case of representative of body corporate and corporation, postal ballot must be accompanied with copy of CNIC of authorized person, along with a duly attested copy of Board Resolution, Power of Attorney, or Authorization Letter in accordance with Section(s) 138 or 139 of the Companies Act, 2017, as applicable, unless these have already been submitted alongwith the Proxy Form. In case of foreign body corporate etc. all documents must be attested from the Counsel General of Pakistan having jurisdiction over the member.
    1. Ballot Paper has also been placed on the website of the Company https://meritpack.com/. Members may download the Ballot Paper from the website or use Original/Photocopy as published in Newspapers.