Rafhan Maize Products Company Limited Announces Amendments to Memorandum and Articles of Association

FAISALABAD: Rafhan Maize Products Company Limited has scheduled its 139th Extraordinary General Meeting for August 12, 2026, at its head office on Rakh Canal East Road, to address significant amendments to its Memorandum and Articles of Association. The changes, recommended by the company's directors, will be put forth for approval by the shareholders.

The meeting will deliberate on several proposed amendments. Notably, the removal of the phrase "at Faisalabad" from Object Clause II, as well as the addition of a new Sub Clause 34 to the Memorandum of Association, which expands the company's scope to include all lawful business activities provided they do not engage in unlawful operations, multi-level marketing, Ponzi schemes, or any lottery business. Furthermore, the company shall ensure all necessary approvals are obtained for permissible businesses.

Substantial modifications to the Articles of Association include the deletion of references to Ingredion Incorporated's ownership stipulations. The proposed changes will introduce sub-clauses defining "Nishat Shareholders," listing entities such as Nishat Hotels and Properties Limited, Nishat Mills Limited, and several others. Additionally, these changes recognize a Shareholders Agreement dated September 25, 2025, between Ingredion Incorporated and Nishat Hotels and Properties Limited, later amended on December 29, 2025.

The amendments further involve the substitution of "Ordinary Resolution" with "Special Resolution" in Article 18, and adjustments to Articles 29, 49, 56, 63, and 65 to reflect the new shareholder dynamics. A new Article 71A will establish the precedence of the Shareholders Agreement over the Articles of Association.

According to information available from the Pakistan Stock Exchange (PSX), these proposed changes aim to align the company's governance structure with its evolving shareholder makeup. The company's shareholders will decide on these resolutions, which, if approved, will reshape the corporate governance framework of Rafhan Maize Products Company Limited.

The amendments are accompanied by a Statement of Material Facts, as mandated by Section 134(3) of the Companies Act, 2017, to provide clarity on the special business to be discussed at the forthcoming meeting.