Attock Cement Pakistan : Notice of Extraordinary General Meeting - Before Publication

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting (EOGM) of the shareholders of Attock Cement Pakistan Limited (the "Company") will be held on May 25, 2023 at 11:00 a.m. at Marriott Hotel, Karachi and through video link to transact the following special business:

To consider and if deemed fit, to pass the following resolutions:

Disposal of 18,000,000 Shares held by the Company in its Subsidiary Saqr-Al-Keetan

"RESOLVED THAT approval of the members of the Company be and is hereby accorded and the Company is hereby authorized to sell 18,000,000 Shares ("Sale Shares"), representing 60% of the entire share capital of Saqr Al-Keetan for Cement Production Company Limited, a company incorporated and existing under the laws of Iraq having its registered office at House No. 35, Square 29, Near Al Buradia Super Market, Al Rbeea District Al Buradia, Basra, Iraq ("Saqr-Al-Keetan"), to two (02) buyers i.e. (1). Mr. Abdul Lateef Mohsin Al Geetan an Iraqi national, purchasing 50% of the sale shares being 9,000,000 shares and (2). M/s Lamassu Babylon General Trading Company, a company incorporated under the laws of Dubai, UAE, purchasing 50% of the sale shares being 9,000,000 shares (collectively, the "Buyers") against a sale consideration of USD 11,700,000/- each (collectively, the 'Sale Price') in accordance with the terms of the Share Purchase Agreement.

FURTHER RESOLVED THAT the approval of the shareholders of the Company be and is hereby accorded for the Company to enter into a Share Purchase Agreement with, inter alios, the Buyers, for the sale of the Sale Shares representing 60% shares held by the Company in Saqr-Al-Keetanagainst the sale price.

FURTHER RESOLVED THAT as approved by the Board of Directors of the Company in the meeting held on April 27, 2023, Mr. Babar Bashir Nawaz, Chief Executive Officer, Mr. Irfan Amanullah, Company Secretary and Mr. Muhammad Rehan, Chief Financial Officer be and are hereby empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including negotiating, finalizing and signing and execution of agreement(s) including the Share Purchase Agreement and to complete all the regulatory, legal and other formalities including filing of any notices or applications with the State Bank of Pakistan, to the extent applicable, or any other authority as may be necessary or incidental or expedient for the purpose of the foregoing sale of Sale Shares held by the Company in Saqr- Al-Keetaneither singly or jointly by any two of them."

A Statement of Material Facts covering the abovementioned Special Business, as required under Section 134 (3) of the Companies Act, 2017 read with S.R.O. 423(I) / 2018 dated April 03, 2018 is being sent to the members with this notice.

By Order of the Board

IRFAN AMANULLAH

Company Secretary

Karachi:

May 04, 2023

Participation in Extraordinary General Meeting (EOGM) through Electronic Means:

The shareholders intending to participate in the meeting via video link are hereby requested to share following information with the office of Company Secretary (communication modes are mentioned below) earliest but not later than 48 hours before the time of the EOGM i.e. before 11:00 a.m. on May 23, 2023.

Required information:

Shareholder Name, CNIC Number, Folio/CDC Account No., Mobile Phone Number and Email Address. Shareholders are requested to provide active mobile number and email address to ensure timely communication.

Modes of Communication:

The above mentioned information can be provided through following modes:

1. Mobile/WhatsApp: [phone]
2. Email: [e-mail]

Video link details and login credentials (ZOOM Application) will be shared with those shareholders who will provide their intent to attend the meeting containing all the particulars as mentioned above on or before May 23, 2023 by 11:00 a.m.

Notes:

1. The Register of members and share transfer books of the Company will remain closed from May 18, 2023 to May 25, 2023 (both days inclusive).
2. Only those members whose names appear in the register of members of the Company as on May 17, 2023 are entitled to attend and vote at the meeting.
3. Members are requested to notify any changes in their addresses immediately.

For appointing proxies:

• A member entitled to attend, speak and vote may appoint any other person as his / her proxy to attend, speak and vote on his / her behalf. Proxies must be received at the Registered Office of the Company duly signed not later than 48 hours before the time of holding the meeting.
• The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
• Attested copies of CNIC or the passport of the beneficial owners shall be furnished with the proxy form.
• In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
• Proxies attending meeting on behalf of members are also required to provide below information in case they will be attending the meeting through video link. Video link details and login credentials will be shared with proxy after verification.

Required information:

Name of Proxy, CNIC Number, Folio / CDC Account No. of Member, active Mobile Phone Number and Email address of proxy.

Consent for Video Conference Facility:

In accordance with Section 132(2) of the Companies Act, 2017 if the company receives consent from members holding in aggregate 10% or more shareholding residing in a geographical location to participate in the meeting through video conference at least 7 days prior to the date of Extraordinary General Meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. To avail this facility a request is to be submitted to the Company Secretary on given address:

The Company Secretary,

Attock Cement Pakistan Limited, D-70,Block-4,Kehkashan-5, Clifton, Karachi.

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(EOGM)

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