Lucky Cement : Notice of Extraordinary General Meeting

NOTICE OF EXTRA-ORDINARY

GENERAL MEETING

MAY 24, 2023

6-A, Muhammad Ali Housing Society,

A. Aziz Hashim Tabba Street,

Karachi-75350

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that an Extra-ordinary General Meeting of Lucky Cement Limited (the "Company") will be held on Wednesday, May 24, 2023 at 12 noon, at the registered office of the Company, situated at factory premises in Pezu, District Lakki Marwat, Khyber Pakhtunkhwa to transact the following businesses:

SPECIAL BUSINESS

1. To consider and, if deemed fit, pass, with or without modification(s), addition(s) or deletion(s), the following resolutions, as special resolutions, pursuant to Section 88 of the Companies Act, 2017 read with Listed Companies (Buy-Back of Shares) Regulations, 2019, for the purchase / buy-back by the Company of up to 23,800,000 (Twenty Three Million Eight Hundred Thousand) issued ordinary shares of the Company, having face value of PKR 10/- (Pak Rupees Ten) each, through the securities exchange (i.e. the Pakistan Stock Exchange Limited) at the spot / current price from time to time, acceptable to the Company, prevailing during the purchase period, as recommended by the Board of Directors of the Company:

"RESOLVED THAT approval be and is hereby accorded to Lucky Cement Limited (the "Company"), under Section 88 of the Companies Act, 2017 read with Listed Companies (Buy-Back of Shares) Regulations, 2019 (the "Regulations"), to purchase / buy-back up to 23,800,000 (Twenty Three Million Eight Hundred Thousand) issued ordinary shares of the Company, having face value of PKR 10/- (Pak Rupees Ten) each, constituting up to approximately 7.59% of the current issued and paid up share capital of the Company, at the spot / current price acceptable to the Company prevailing during the purchase period, through the securities exchange (i.e. the Pakistan Stock Exchange Limited), in accordance with the salient features as mentioned in the Statement under Section 134(3) of the Companies Act, 2017 annexed to this Notice (the "Buy-Back").

FURTHER RESOLVED THAT the ordinary shares purchased by the Company pursuant to these special resolutions be cancelled in accordance with the Regulations.

FURTHER RESOLVED THAT the Buy-Back shall be made through the securities exchange (i.e. the Pakistan Stock Exchange Limited), and the purchase period shall be from June 2, 2023 to November 20, 2023, or till such date that the Buy-Back is completed, whichever is earlier.

FURTHER RESOLVED THAT the Chief Executive Officer of the Company, or any person authorized by him, be and is hereby authorized and empowered to determine and approve the quantum of shares that may be purchased by the Company (as may be deemed fit) on a day-to-day basis during the purchase period.

FURTHER RESOLVED THAT the Company Secretary (the "Authorized Person") be and is hereby, authorized to prepare, finalize, execute, issue and file all necessary documents, notices, applications and any ancillary documents, take and do, and / or cause to be taken or done, any / all necessary actions, deeds and things for and on behalf of, and in the name of the Company, as may be necessary or required as deemed fit for giving effect to the aforementioned resolutions or for the Buy-Back, as well as do all acts, matters, deeds, and things which are necessary, incidental and / or consequential to the principal or any ancillary matters thereto to fully achieve the aforesaid resolutions.

FURTHER RESOLVED THAT the Authorized Person be and is hereby further authorized and empowered to take or cause to be taken all actions including, but not limited to, obtaining any requisite regulatory or third party approvals, wherever required, preparing all documents, engaging legal counsel, financial advisors and consultants for the purposes of the Buy-Back, opening accounts / sub-accounts with the CDC / securities broker, filing of all the requisite statutory forms, returns and all other documents as may be required to be filled with the regulator(s) or any other institutions(s), executing all such documents or instrument, including any amendments or substitutions to any of the foregoing as may be required or necessary in respect of implementing, procuring and completing the Buy-Back and all other matters incidental or ancillary thereto.

FURTHER RESOLVED THAT the aforesaid resolutions shall be subject to any amendments, modifications, additions or deletions that may be suggested, directed and advised by the regulator(s), which shall, if determined to be prudent or necessary by the Authorized Person, be deemed to be part of these resolutions, without the need of the members to pass fresh special resolutions."

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1. To consider and, if deemed fit, pass, with or without modification(s), addition(s) or deletion(s), the following resolution, as an ordinary resolution, to enable and authorize the Company to circulate the Annual Report (including the audited financial statements, auditor's report, Directors' report, Chairman's review report) to the members of the Company through QR enabled code and weblink, in accordance with Section 223(6) of the Companies Act, 2017 read with S.R.O. 389(I)/2023 dated March 21, 2023.
   "RESOLVED THAT Lucky Cement Limited (the "Company") be and is hereby authorized to circulate its annual report, including the annual audited financial statements, auditor's report, Directors' report, Chairman's review report and other reports contained therein, to the members of the Company through QR enabled code and weblink, in accordance with S.R.O. 389(I)/2023 issued by the Securities and Exchange Commission of Pakistan, and that the practice of circulation of the annual report through CD
2. • USB be discontinued."
3. To transact any other business that may be placed before the meeting with the permission of the Chair.

The Statement of material facts under Section 134(3) of the Companies Act, 2017 pertaining to the Special Businesses to be transacted at the Extra-ordinary General Meeting is attached to this notice.

	By Order of the Board
Karachi: May 03, 2023	Faisal Mahmood
	Company Secretary
Notes:

1. Closure of Shares Transfer Books
   The share transfer books of the Company shall remain closed from Wednesday, May 17, 2023 to Wednesday, May 24, 2023 (both days inclusive). Transfers received in order at our Share Registrar / Transfer Agent CDC Share Registrar Services Limited (CDCSRSL), CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400 by the close of business on Tuesday, May 16, 2023 shall be treated in time for the purpose of attending and voting at the Extra-ordinary General Meeting (EOGM).
2. Participation in the EOGM via physical presence or through video conferencing:
   Members whose names appear in the Register of Members as of Tuesday, May 16, 2023, are entitled to attend and vote at the EOGM. A Member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote for him/her. An instrument of proxy applicable for the EOGM is being provided with the Notice sent to the Members. Further copies of the instrument of proxy may be obtained from the Registered Office of the Company during normal office hours. Proxy form may also be downloaded from the Company's website: http://www.lucky-cement.com. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified true copy of such power or authority duly notarized must, to be valid, be deposited through email on company.secretary@lucky- cement.com or at the registered address of the Company's Share Registrar, CDC Share Registrar Services Limited (CDCSRSL) not less than forty-eight (48) hours before the time of EOGM, excluding public holidays. Members are requested to submit a copy of their Computerized National Identity Card (CNIC) at the registered address to our Share Registrar, CDC Share Registrar Services Limited (CDCSRSL), CDC House, 99-B, Block 'B', S.M.C.H. Society, Karachi.
3. 1. To attend the EOGM through video-conferencing facility, the Members are requested to register themselves by providing through email at [e-mail] at least forty- eight (48) hours before the EOGM, the Name of Member, CNIC / Folio No. / CDC, IAS A/C Number, Cell Number and Email Address.
   2. Members will be registered, after necessary verification as per the above requirement and will be provided a video-link by the Company via email.
   3. Only those Members will be accepted at the EOGM via video-conferencing whose names match the details shared with the Company for registration (as mentioned in point 'a' above).
4. E-votingand Postal Ballot
   Members can exercise their right to vote through e-voting or postal ballot, subject to meeting the requirements of Sections 143-145 of the Companies Act, 2017 and applicable clauses of the Companies (E-Voting) Regulations, 2016 or Companies (Postal Ballot) Regulations, 2018 (as the case may be).

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STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

This Statement sets out the material facts pertaining to the Special Businesses to be transacted at the Extraordinary General Meeting of Lucky Cement Limited (the "Company") to be held on Wednesday, May 24, 2023.

Agenda Item no. 1.

The Board of Directors of the Company, in its meeting held on April 28, 2023, had approved, and decided to recommend to the members of the Company for their approval, by passing of special resolutions, the purchase

• buy-backby the Company of up to 23,800,000 (Twenty Three Million Eight Hundred Thousand) issued ordinary shares of the Company, having face value of PKR 10/- (Pak Rupees Ten) each, constituting up to approximately 7.59% of the current issued and paid up share capital of the Company, in accordance with Section 88 of the Companies Act, 2017 (the "Act") read with the Listed Companies (Buy-Back of Shares) Regulations, 2019 (the "Regulations"), at the spot / current share price from time to time, acceptable to the Company, prevailing during the purchase period, through the securities exchange (i.e. the Pakistan Stock Exchange Limited) (the "Buy-Back").

In accordance with the Act and the Regulations, the Buy-Back is subject to the approval of the members of the Company by way of passing of special resolutions.

The following are the relevant details / salient features, as recommended by the Board of Directors of the Company, for the approval of the members in connection with the Buy-Back:

Description	Details / Features
Indicative (maximum) number and	Up to 23,800,000 (Twenty Three Million Eight Hundred Thousand)
issued ordinary shares of the Company, constituting up to
percentage of shares to be purchased
approximately 7.59% of the current issued and paid up share
(Buy-Back)
capital of the Company.
Purpose of the Buy-Back	Cancellation of shares.
Mode of the purchase	Through the securities exchange (i.e. the Pakistan Stock Exchange
Limited).
	The shares shall be purchased from time to time at the spot /
	current share price acceptable to the Company prevailing during
Purchase price (per share)	the purchase period in accordance with Regulation 8(2) of the
	Regulations, and subject to Section 88(8) of the Companies Act,
	2017.
Purchase Period	From June 2, 2023 to November 20, 2023 (both days inclusive),
or till such date that the Buy-Back is completed, whichever is
	earlier.
	Since the Buy-Back is to be carried out at the spot / prevailing
Allocated Funds	share price, the Company will ensure availability of funds with
	respect to the shares to be purchased. The actual purchase of
	shares by the Company shall be subject to varying factors during
	the purchase period, including market conditions.
Source of Funds	The Buy-Back will be made from the distributable profits of the
Company in accordance with Section 88(8) of the Act.
	The proposed Buy-Back will have a positive effect on the future
	financial position of the Company, including the break-up value
Justification of the purchase / Buy-Back	of the Company's shares and its Earnings per Share (EPS). The
and effect on the financial position of the	current Buy-Back will also provide an opportunity of exit to those
Company	members who wish to liquidate their investment, fully or partially,
	including those who were unable to do the same during the
	previous buy-back.

Accordingly, the Board of Directors of the Company has recommended that the special resolutions, as set out in the notice, be passed at the Extra-ordinary General Meeting, with or without any modification(s), addition(s) or deletion(s).

Further, in accordance with Regulation 3(1)(d) of the Regulations, the Board of Directors has undertaken that the funds specified / required for the Buy-Back (i.e. to the extent of the shares of the Company that will actually

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