Kohat Cement : Publication of Ballot Paper

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KOHAT CEMENT

KOHAT CEMENT COMPANY LIMITED

Registered Office: Kohat Cement Factory, Rawalpindi Road, Kohat

Phone: [phone] (Ext: 108 / 118], Website: www.kohatcement.com

Ballot Paper for voting through Post for the Special Business

(in person and virtual Extra Ordinary General Meeting to be held at 11:00 am on Thursday, June 22, 2023)

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: [e-mail]

Name of shareholder/joint shareholders /Proxy

Registered Address

Number of shares held and folio number

CNIC Number (copy to be attached)

Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.)

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/our assent or dissent by placing tick (√) mark in the appropriate box below;

Nature and Description of resolutions	I/We assent to
	Resolutions
	FOR	AGAINST
Agenda No.1: To increase Authorized Share Capital of the Company.
The following resolutions are approved as special resolutions with or without any modification(s),
addition(s) or deletion(s):
"Resolved that the authorised share capital of Kohat Cement Company Limited (the Company)
be and is hereby increased from Rs. 3,000,000,000 (Rupees Three Billion) divided into
300,000,000 ordinary shares of Rs. 10/- each to Rs. 35,000,000,000 (Rupees Thirty-Five Billion)
divided into 3,500,000,000 ordinary shares of Rs. 10/- each by creation of 3,200,000,000 new
ordinary shares of Rs. 10/- each.
Further Resolved that Clause V of the Memorandum of Association of the Company be and is
hereby altered to read as under:
"V. The authorised share capital of the Company is Rs. 35,000,000,000 (Rupees Thirty-Five
Billion) divided into 3,500,000,000 ordinary shares of Rs. 10 (Rupees Ten) each with the
powers to increase or reduce the capital and to divide the share capital into different classes
consisting of ordinary shares only.
Further Resolved that the ordinary shares when issued shall carry equal voting rights and rank
pari passu with the existing shares of the Company in all respects/matters in conformity with the
provisions of the Companies Act, 2017.
Further Resolved that Mr. Nadeem Atta Sheikh, Chief Executive of the Company and / or Mr.
Muhammad Asadullah Khan, Company Secretary be and is hereby authorized singly to do all acts,
matters, deeds and things and take all necessary steps and necessary actions ancillary and
incidental including filing of requisite documents and returns as may be required with the
Registrar of Companies, Securities and Exchange Commission of Pakistan and to comply with all
other regulatory requirements to implement this resolution.
Agenda No.2: To amend Articles of Association.
The following resolutions are approved as special resolutions with or without any modification(s),
addition(s) or deletion(s):
"Resolved that Article 37(a) of the Articles of Association of Kohat Cement Company Limited
(the Company) be and is hereby substituted to read as under:
'The Board of Directors of the Company may from time to time, capitalize any sum or sums
forming part of any undivided profits of the Company, whether or not standing to the credit of any
reserve, and direct the appropriation of the sum or sums so capitalized to be divided amongst the
members of the Company who should have been entitled thereto if the same were distributed by
way of dividend, and provide for the distribution of such capitalized profits by way of capital
distribution by directing that the same shall be used to pay up any unissued shares of the Company
of any denomination or denominations on behalf of such members, and that the shares so paid up
shall be distributed as capital amongst such members in proportion to the amount which would
have been received by them, if such profits had been distributed by way of dividend, as aforesaid,
and in satisfaction of their shares and interests in the sum or sums so capitalized as aforesaid. Only
fully paid-up shares shall be issued under this Article.'
Resolved Further that Chief Executive Officer or Company Secretary of the Company be and is
hereby singly authorized to do all acts, deeds and things, take or cause to be taken all necessary
actions to comply with all legal formalities and requirements and file documents as may be
necessary or incidental for the purposes of implementing this resolution.
Agenda No.3: To circulate annual audited financial statements to the members of the Company
through QR enabled code and weblink.
The following resolutions are approved as ordinary resolutions with or without any
modification(s), addition(s) or deletion(s):
"Resolved that circulation of annual audited financial statements (including balance sheet,
profit and loss account, directors report, auditors reports and other reports contained therein) of
Kohat Cement Company Limited (the Company) to its shareholders through QR enabled code and
weblink as notified by the Securities and Exchange Commission of Pakistan vide its S.R.O.
389(I)/2023 dated March 21, 2023, be and is hereby approved.
Resolved Further that Chief Executive Officer or Company Secretary of the Company be and is
hereby singly authorized to do all acts, deeds and things, take or cause to be taken all necessary
actions to comply with all legal formalities and requirements and file documents as may be
necessary or incidental for the purposes of implementing this resolution."
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Signature of shareholder(s)
Place:
Date:
NOTES:

1. Dully filled postal ballot should be sent to Chairman, Kohat Cement Company Limited, Kohat Cement Factory Rawalpindi Road, Kohat or email at [e-mail].

1. Copy of CNIC should be enclosed with the postal ballot form.
2. Postal ballot forms should reach Chairman of the meeting on or before June 21, 2023. Any postal ballot received after this date, will not be considered for voting.
3. Signature on postal ballot should match with signature on CNIC.
4. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written and marked with (√) on both options given in ballot paper will be rejected.
5. In case of representative of body corporate and corporation, Postal Ballot must be accompanied with copy of CNIC of authorized person, along with a duly attested copy of Board resolution, Power of Attorney, or Authorization Letter in accordance with Section(s) 138 or 139 of the Companies Act 2017, as applicable, unless these have already been submitted along with Proxy Form. In case of foreign body corporate etc. all documents must be attested from the Pakistani Embassy having jurisdiction over the member.
6. Ballot paper has also been placed on the website of the Company www.koahtcement.com. Members may download the ballot paper form the website or use original/photocopy published in newspapers.

Procedure for E-Voting

1. Details of e-voting facility (including web address, login details and password) will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers and e-mails address available in the register of members of the Company, not later than the close of business on June 16, 2023.

1. The security codes will be communicated to members through SMS form the web portal of Corplink Private Limited (being the e-voting service provider).
2. Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.
3. E-votinglines will start from June 19, 2023, 09:00 a.m. and shall close on June 21, 2023 at 05:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

[e-mail]

CNIC

QR Code

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