Kohat Cement : Notice of Extraordinary General Meeting

KOHAT CEMENT COMPANY LIMITED NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that an Extra-Ordinary General Meeting (EOGM) of Kohat Cement Company Limited will be held on Tuesday, February 21, 2023 at 11:00 AM at its registered office, Kohat Cement Factory, Rawalpindi Road, Kohat to transact the following special business:

• To consider and if deemed fit, pass, with or without modification(s), addition(s) or deletion(s), special resolutions as proposed in the statement of material facts, pursuant to the provisions of Section 88 and all other applicable provisions of the Companies Act, 2017 read with the Listed Companies (Buy-Back of Shares) Regulations, 2019, for purchase/buy-back by Kohat Cement Company Limited (the Company) upto 5,000,000 (Five Million) of its own issued ordinary shares, having face value of Rs. 10 each, through the Pakistan Stock Exchange Limited (PXS) at the spot/current price acceptable to the Company prevailing during the purchase period.

Statement of Material Facts under section 134(3) of the Companies Act, 2017 pertaining to the aforesaid special business along with draft Special Resolutions are annexed with this Notice.

By order of the Board:

Muhammad Asadullah Khan

Company Secretary

Lahore: January 31, 2023

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

This statement sets out the material facts concerning special business to be transacted at the EOGM of the Company to be held on February 21, 2023.

Approval for Buy-Back of Shares of Kohat Cement Company Limited

The Board of Directors (the Board) of Kohat Cement Company Limited (the Company) in its meeting held on January 24, 2023, has approved and recommended to the members of the Company for the purchase/buy-back of upto 5,000,000 (Five Million) of its own issued ordinary shares, having face value of Rs. 10 each, out of the distributable profits/reserves of the Company in accordance with the provisions of Section 88 and all other applicable provisions of the Companies Act, 2017 (the Act) read with the Listed Companies (Buy- Back of Shares) Regulations, 2019 (the Regulations) through the Pakistan Stock Exchange Limited (PSX) at the spot/current price acceptable to the Company prevailing during the purchase period (the Buy-Back).

Following are the salient features as recommended by the Board for shareholders'/ members' approval in connection with the Buy-Back:

Description	BOD Recommendation
Purpose of the purchase	Cancellation of Shares
Mode of the purchase	Through the Pakistan Stock Exchange Limited
	Up to an aggregate of 5,000,000 (Five Million)
Indicative (maximum) number of shares	issued, subscribed and paid-up ordinary
proposed to be purchased (buy-back)	shares of the Company having paid-up/face
	value of PKR 10/- (Pak Rupees Ten Only) each
Indicative (maximum) percentage of shares	Approx. 2.49% of the total outstanding shares
proposed to be purchased (buy-back)	of the Company
	Spot / current rate (as per Reg. 8(2) of Listed
Purchase price	Companies (Buy-back of Shares) Regulations,
	2019)
Period within which the purchase shall be	March 1, 2023 to August 19, 2023 (both days
inclusive) or till such date that purchase is
made i.e the purchase period
complete, whichever is earlier
	The purchase of shares shall be made in cash
Source of funds	and shall be out of the distributable profits/
reserves as required under Section 88(8) of
	the Companies Act, 2017
	The purchase/buy-back of the Company's
	issued ordinary shares will improve the break-
Justification for the purchase / buy-back and	up value as well as earnings per share of the
effect on the financial position of the Company	Company. Further, it will provide an opportunity
	of exit to those members who wish to liquidate
	their investments

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