D.M. Textile Mills Limited — Proxy Solicitation & Information Statement 2025

Mar 5, 2025

D.M. Textile Mills Limited

Westridge, Rawalpindi - Pakistan. E-mail: dmtm@dmtextile.com.pk Website: dmtextile.com.pk dmtextilemills@yahoo.com D.M. TEXTILE MILLS LIMITED NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that Extra Ordinary General Meeting of the Company will be held at Company's Registered Office. Westridge Industrial Area, Rawalpindi, on 26 March 2025 at 9:00am to transact the following business:

SPECIAL BUSINESS

1. Change of name

To consider and if deemed fit, to pass the following resolution as Special Resolution, with or without any modification in terms of section 12 and other provisions of the Companies Act, 2017 and substitute the relevant clauses of the Memorandum and Articles of Association of the Company accordingly:

RESOLUTION

RESOLVED THAT "new proposed name of the Company will be D.M. Corporation Limited".

FURTHER RESOLVED THAT "new name of the company be substituted in all relevant clauses of the Memorandum and Articles of Association of the Company".

FURTHER RESOLVED THAT Chief Executive Officer, a Director and/or Acting Company Secretary be and are hereby authorized, severally and jointly, to take or cause to be taken any and all actions necessary in respect of the aforesaid Special Resolution and make necessary filings and complete legal/corporate formalities as may be required to implement these resolutions.

FURTHER RESOLVED THAT Chief Executive Officer, a Director and/or Acting Company Secretary be and are hereby authorized, severally and jointly, to make any rephrasing, amendment, modification, addition or deletion whatsoever as may be suggested, directed and advised by the Securities and Exchange Commission of Pakistan and Pakistan Stock Exchange Limited which suggestion, direction and advise shall be deemed to be part of this special resolution.

GENERAL BUSINESS

1. To transact any other business with the permission of the Chairman.

Rawalpindi Date: 05 March, 2025

By the order of the B ∶empany Secretary (Actine

NOTES:

$1₁$ The members' register will remain closed from 19 March 2025 to 26 March 2025 (both days inclusive). Transfers received at Share Registrar Office, Corplink (Pvt) Ltd, Wings Arcade, 1-K, Commercial, Model Town, Lahore by the close of business on 18 March 2025 will be entertained.

D.M. Textile Mills Limited

Westridge, Rawalpindi - Pakistan. E-mail: dmtm@dmtextile.com.pk Website: dmtextile.com.pk dmtextilemills@yahoo.com

• $-2.$ A member eligible to attend and vote at this meeting may appoint another person as proxy to attend and vote in the meeting. Proxies in order to be effective must be received by the company at the registered office not later than 48 hours before the time for holding the meeting.
• 1. In pursuant to the Companies (Postal Ballot) Regulations, 2018, members can exercise their right of vote for the special businesses in the EOGM. For convenience of the members, Ballot Paper can be downloaded from the website of the Company. Duly filled and signed ballot paper, along with copy of CNIC must reach the Company's registered office, Westridge Industrial Area Rawalpindi latest by 5:00pm on 25 March, 2025. Signature on ballot paper must match with the signature on CNIC/record of the Company. A postal ballot received after the prescribed time/date shall not be considered for voting.
• 1. Shareholders are requested to immediately notify the change in address, if any.
• 1. CDC account holders will further have to follow the guidelines as laid down in circular No.1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan:
• For attending the meeting a.
  • $i$ ). In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the regulations, shall authenticate his/her identity by showing his original computerized national identity card (CNIC) or original passport at the time of attending the meeting.
  • In case of corporate entity, the board of directors' resolution/power of attorney $\mathsf{ii}$ . with specimen signatures of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting
• b. For appointing proxies
  • $i$ ). In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the regulations, shall submit the proxy form as per the above requirement.
  • The Proxy Form can be downloaded from Company's website ii). www.dmtextile.com.pk
  • The proxy form shall be witnessed by two persons whose names, addresses and iii). CNIC numbers shall be mentioned on the form.

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D.M. Textile Mills Limited

Westridge, Rawalpindi - Pakistan. E-mail: dmtm@dmtextile.com.pk Website: dmtextile.com.pk dmtextilemills@yahoo.com

• Copies of CNIC or the passport of the beneficial owners and the proxy shall be $iv)$ . furnished with the proxy form.
• The proxy shall produce his original CNIC or original passport at the time of the $v$ ). meeting.
• In case of corporate entity, the board of directors' resolution/power of attorney vi). with specimen signatures shall be submitted (unless it has been provided earlier) along with proxy form to the company and the same will be provided.

D.M. Textile Mills Limited

Westridge, Rawalpindi - Pakistan. E-mail: dmtm@dmtextile.com.pk Website: dmtextile.com.pk dmtextilemills@yahoo.com

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPAIES ACT, 2017 AND SRO 423(1)/2018 DATED 03 APRIL 2018

CHANGE OF NAME

Shareholders of the Company in their Annual General Meeting held on 28^th October, 2024 adopted the Special Resolution to change the principal line of business from textile to real estate. Accordingly, the Special Resolutions were filed with the Deputy Registrar, Companies Registration Office, Islamabad who raised objection that name of the company does not commensurate with the amended principal line of business in terms of Section 26 of the Companies Act, 2017.

Considering the observations of the Companies Registration Office, the Board of Directors have approved that company may adopt its new name as "D.M. Corporation Limited" which will commensurate with the amended principal line of business.

Accordingly, the following Special Resolutions will be placed before the Members for their consideration and approval.

RESOLUTION

RESOLVED THAT "new proposed name of the Company will be D.M. Corporation Limited".

FURTHER RESOLVED THAT " new name of the company be substituted in all relevant clauses of the Memorandum and Articles of Association".

FURTHER RESOLVED THAT Chief Executive Officer, a Director and/or Acting Company Secretary be and are hereby authorized, severally and jointly, to take or cause to be taken any and all actions necessary in respect of the aforesaid Special Resolution and make necessary filings and complete legal/corporate formalities as may be required to implement these resolutions.

FURTHER RESOLVED THAT Chief Executive Officer, a Director and/or Acting Company Secretary be and are hereby authorized, severally and jointly, to make any rephrasing, amendment, modification, addition or deletion whatsoever as may be suggested, directed and advised by the Securities and Exchange Commission of Pakistan and Pakistan Stock Exchange Limited which suggestion, direction and advise shall be deemed to be part of this special resolution.

None of the Directors have any direct or indirect interest except as a shareholder of the company.

The documents pertaining to the special resolutions are available for inspection at the registered office of the company on any working day upto 25 March, 2025 during business hours and also at the time of meeting.