Lucky Cement : LUCK | Lucky Cement Limited NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice of Extraordinary

General Meeting

November 23, 2023

Lucky cement limited

6 - A, Muhammad Ali housing society,

Abdul Aziz Hashim Tabba street,

Karachi - 75350

Phone: 111 - 786 - 555

Fax: [phone]

Website: www.lucky-cement.com

E-mail:[e-mail]

Lucky Cement Limited

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Lucky Cement Limited (the "Company") will be held on Thursday, November 23, 2023, at 12:00 noon, at the Registered Office of the Company, situated at factory premises i.e. Pezu, District Lakki Marwat, Khyber Pakhtunkhwa, as well as through electronic means, to transact the following business:

Special business:

1. To consider and, if thought fit, pass, with or without modification, the following resolutions as special resolutions, in terms of Sections 199 and 208 (to the extent applicable) of the Companies Act, 2017, and other applicable laws, for the purposes of authorizing investments in the Company's associated Company i.e. National Resources (Private) Limited ("NRL"), including (i) by way of acquisition from Y. B. Pakistan Limited (an associated company / related party of the Company) its equity stake in NRL, comprising up to 34,833,084 (Thirty Four Million Eight Hundred Thirty Three Thousand Eighty Four) ordinary shares of PKR 10/- each, constituting approximately 33.33% of the issued and paid up capital of NRL, at a price of up to PKR 253,000,000/- (Pak Rupees Two hundred and Fifty Three Million); and (ii) making further investments in NRL from time to time, by way of providing loans / advances to NRL and / or subscribing to shares of NRL (i.e. making equity investments in NRL), of an aggregate amount of up to PKR 747,000,000/- (Pak Rupees Seven Hundred and Forty Seven Million):

1. "RESOLVED THAT the Company be and is hereby authorized, in accordance with Sections 199 and 208 of the Companies Act, 2017, and other applicable laws, to make investments in its associated company i.e. National Resources (Private) Limited ("NRL") by acquiring from Y. B. Pakistan Limited, also an associated company / related party of the Company, its equity stake in NRL, comprising up to 34,833,084 (Thirty Four Million Eight Hundred Thirty Three Thousand Eighty Four) ordinary shares of PKR 10/- each, constituting approximately 33.33% of the issued and paid up capital of NRL, at an aggregate price of up to PKR 253,000,000/- (Pak Rupees Two Hundred and Fifty Three Million).
2. FURTHER RESOLVED THAT the Company be and is hereby authorized, in accordance with Section 199 of the Companies Act, 2017, to make further investments in NRL from time to time, over a period of 3 (three) years, by way of providing loans / advances to NRL and / or subscribing to shares of NRL (i.e. making equity investments in NRL), as determined by the authorized representatives of the Company, in the aggregate amount of up to PKR 747,000,000/- (Pak Rupees Seven Hundred and Forty Seven Million), broadly as per the terms stipulated in the statement accompanying this Notice and as determined by the authorized representatives of the Company, for funding the operations / business of NRL, including activities pertaining to the direct or indirect exploration of natural resources in the areas allotted in the Province of Balochistan to NRL or a project company in which NRL is a shareholder.

1. FURTHER RESOLVED THAT such investment(s), whether by way of equity injection (including the acquisition or subscription of shares) and / or loans, may be made and / or retained by the Company as the Board of Directors deem appropriate and / or modify the same from time to time in accordance with the instructions of the Board, including based on the feasibility of the arrangement, as a consequence of which the Board is also hereby empowered and authorized to dispose of such investment(s) or any portion thereof as deemed fit by the Board.
2. FURTHER RESOLVED THAT the Chief Executive Officer of the Company, or such person as may be authorized by the Chief Executive Officer of the Company, be and is hereby authorized and empowered to take all necessary steps to effectuate the aforementioned resolutions, make the requisite investments from time to time, do all such acts, deeds and things, and to negotiate, execute and deliver all such deeds, agreements, declarations, undertakings, and instruments, including any ancillary document(s) thereto, or provide any such documentation for and on behalf and in the name of the Company, fulfilling regulatory requirements, in each case, as may be necessary or required or deemed fit, for or in connection with or incidental to the proposed investments in NRL including, without limiting the generality of the foregoing, the negotiation and finalization of the terms and conditions relating to such investments and entering into arrangements with other shareholders."

2. To consider and, if thought fit, pass, with or without modification, the following resolutions as special resolutions, in terms of Section 199 of the Companies Act, 2017, and other applicable laws, for the purposes of authorizing equity investments in the Company's associated company i.e. Lucky Core Ventures (Private) Limited , in the aggregate amount of up to PKR 3,000,000,000/- (Pak Rupees Three Billion), which has been established to undertake the acquisition of a 75.01% stake in Lotte Chemical Pakistan Limited from Lotte Chemical Corporation (South Korea), along with shares from the public, through a public offer:

1. "RESOLVED THAT the Company be and is hereby authorized, in accordance with Section 199 of the Companies Act, 2017, to make investments in the form of equity in its associated company i.e. Lucky Core Ventures (Private) Limited ("LCV"), from time to time, over a period of 12 (twelve) months, of an aggregate amount of up to PKR 3,000,000,000/- (Pak Rupees Three Billion), broadly as per the terms stipulated in the statement accompanying this Notice and as determined by the authorized representatives of the Company.
2. FURTHER RESOLVED THAT such investment(s) may be made and / or retained by the Company as the Board of Directors deem appropriate and / or modify the same from time to time in accordance with the instructions of the Board, as a consequence of which the Board is also hereby empowered and authorized to dispose of such investment(s) or any portion thereof as deemed fit by the Board.

1. RESOLVED FURTHER THAT the Chief Executive Officer of the Company, or such person as may be authorized by the Chief Executive Officer of the Company, be and is hereby authorized and empowered to take all necessary steps to effectuate the aforementioned resolutions, make the requisite investments from time to time, do all such acts, deeds and things, and to negotiate, execute and deliver all such deeds, agreements, declarations, undertakings, and instruments, including any ancillary document(s) thereto, or provide any such documentation for and on behalf and in the name of the Company, fulfilling regulatory requirements, in each case, as may be necessary or required or deemed fit, for or in connection with or incidental to the proposed investment in LCV including, without limiting the generality of the foregoing, the negotiation and finalization of the terms and conditions relating to such investments and entering into arrangements with other shareholders".

3. To transact any other business with the permission of the chair.

The Statement of material facts, as required under section 134(3) of the Companies Act, 2017, in respect of the special business to be considered at the meeting is being sent to the shareholders with this notice.

By order of the board

	Faisal Mahmood
Karachi: November 2, 2023	Company Secretary

Notes:

1. Closure of Shares Transfer Books

The Share Transfer Books of the Company shall remain closed from Thursday, November 16, 2023 to Thursday, November 23, 2023 (both days inclusive). Share transfers received in order at the office of 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 Wednesday, November 15, 2023 shall be treated as being in time for the purpose of attending, and voting at, the EOGM.

1. Participation in the EOGM, via physical presence, including through proxy
   Members whose names appear in the Register of Members as of November 15, 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. The 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 by post at the registered address of the Company, 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.
   If a member appoints more than one proxy and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid.
2. Participation in the EOGM through video conferencing:
3. 1. To attend the EOGM through video-conferencing facility, members are requested to register themselves by providing the following information through email at [e-mail] least forty-eight (48) hours before the EOGM: (i) the Name of Member; (ii) CNIC / NTN No.; (iii) Folio No. /, CDC IAS No.; (iv) Cell No.; and (v) 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.

1. 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).
2. The login facility will remain open from 11:30 a.m. till the end of EOGM.

4. Guidelines for Central Depository Company of Pakistan Limited ('CDC') Investor Account Holders:

CDC Investor Account Holders will further have to follow the under-mentioned guidelines as laid down in Circular No. 1 dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan (SECP).

1. For attending the EOGM:
2. 1. In case of individuals, the investor account holder or sub-account holder and / or the person whose securities are in group account where registration details are uploaded as per the CDC Regulations, shall authenticate his / her identity by showing his / her original CNIC or valid passport at the time of attending the EOGM.
   2. In case of a corporate entity, the Board of Directors' resolution / Power of Attorney with specimen signature of the nominee shall be produced at the time of the EOGM.
3. For appointing Proxies:
4. 1. In case of individuals, the investor account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per the above requirement.
   2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
   3. Copies of CNIC or the valid passport of the beneficial owners and the proxy shall be furnished along with the proxy form.
   4. The proxy shall produce his original CNIC or original valid passport at the time of the EOGM.
   5. In case of a 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.

5. E-voting and Postal Ballot

It is hereby notified that pursuant to the Companies (Postal Ballot) Regulations, 2018 and its amendments notified vide SRO 2192(1)/2022 dated December 5, 2022, members will be allowed to exercise their right to vote for the special business(es) in the EOGM, in accordance with the conditions mentioned in the aforesaid Regulations. The Company shall provide its members with the following options for voting:

1. E-VotingProcedure
2. 1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company within due course. Members who intend to exercise their right of vote through E-Voting shall provide their valid cell numbers and e-mail addresses on or before November 15, 2023.
   2. The web address, login details, will be communicated to members via email.
   3. Identity of the members intending to cast vote through e-Voting shall be authenticated through authentication for login.
   4. E-Votinglines will start from November 17, 2023, 9 a.m. and shall close on November 22, 2023 at 5 p.m. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change it subsequently.
3. Postal Ballot
4. 1. Members may alternatively opt for voting through postal ballot. For convenience of the members, Ballot Paper is annexed to this notice and the same is also available on the Company's website www.lucky-cement.com to download.
   2. The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at 6-A Muhammad Ali Housing Society, Karachi (Attention of the Company Secretary) by Wednesday, November 22, 2023 before 5:00 p.m. The signature on the ballot paper shall match with the signature on CNIC. A postal ballot received after this time / date shall not be considered for voting.

LUCKY CEMENT LIMITED

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

This statements sets out below the material facts concerning the Special Business to be transacted at the Extraordinary General Meeting of Lucky Cement Limited (the "Company") to be held on Thursday, November 23, 2023:

1. Investment in National Resources (Private) Limited (including by way of equity and / or advances and loans):

The Company seeks to invest in the field of exploration and / or mining of minerals in Pakistan. Consequently, the Company seeks the approval from its shareholders for investments in its associated company, National Resources (Private) Limited ("NRL"), through passing of the special resolutions (with or without modification(s)) provided in agenda item no. 1 of the notice, in accordance with Sections 199 and 208 of the Companies Act, 2017, along with other applicable laws. The following Directors of the Company are the beneficial owners of Y. B. Pakistan Limited ("YBPL") by virtue of their shareholding in Y.B Holdings (Private) Limited, which is the holding company of YBPL (from which shares of NRL are intended to be acquired):

1. Mr. Muhammad Ali Tabba
2. Mr. Muhammad Sohail Tabba
3. Mr. Jawed Yunus Tabba
4. Ms. Mariam Tabba Khan

The said Directors are therefore considered 'interested' in the said transaction (to the extent of the proposed acquisition of shares of NRL from YBPL) and therefore, the Board of Directors has recommended that the shareholders of the Company pass the resolutions (as detailed in the Notice) to permit the said transaction.

For the purposes of valuation of NRL (i.e. for the acquisition of its shares), as required under the applicable laws, the Company had engaged the services of an independent firm of Chartered Accountants, which has carried out the valuation of securities of NRL. The valuation represents discounted future cashflows from this business, keeping in view that NRL holds an Exploration License in respect of an area of approximately 499.17 square kilometers in the Chagai Area of Baluchistan. The amounts spent on initial due diligence which include technical studies, mapping and imaging for identifying the said area potentially having metal reserves have also been accounted for in the purchase price.

The Board of Directors of the Company has certified that necessary due diligence of NRL has been carried out (given that NRL has yet to commence commercial operations and is in project phase).

The information required to be annexed to the Notice in accordance with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 (Notification No. SRO 1240(I)/2017 dated December 6, 2017) (the "Regulations") is set out below:-

Sr.

No.

(a)

(A)

Description	Information Required
Disclosures for all types of Investments
Regarding Associated company

1. Name of the associated company or associated undertaking

1. Basis of relationship

1. Earnings per share for the last three years.

National Resources (Private) Limited ("NRL"), being the associated company in which the proposed investment is intended to be made by the Company.

For clarity and transparency, it is highlighted that Y. B. Pakistan Limited ("YBPL") is also an associated company / related party of the Company; however, no investment will be made in YBPL; instead, the Company intends to purchase YBPL's existing equity stake in NRL. Accordingly, information under Section 199 of the Companies Act, 2017 and the Regulations are not applicable to YBPL.

Having said that, since majority of the directors of the Company are beneficial owners of YBPL, they are considered 'interested' in the leg of transaction pertaining to the potential acquisition of shares of NRL from YBPL. Consequently, the Board of Directors of the Company has also sought approval from the members in accordance with Sections 207(2) and the first proviso to Section 208(1) of the Companies Act, 2017.

NRL is an associated company of the Company based on common directorship i.e. Mr. Muhammad Ali Tabba.

Furthermore, the common directorship with YBPL is as follows:

1. Mr. Muhammad Ali Tabba
2. Mr. Muhammad Sohail Tabba
3. Mr. Jawed Yunus Tabba
4. Ms. Mariam Tabba Khan

NRL has not commenced commercial operations to date, and the proposed project to be undertaken by NRL (including through a project SPV) is expected to commence its exploration phase soon. The expenses, so far incurred, are of a preliminary nature, including for procuring an exploration license (along with allied activities), and are charged to NRL's Profit & Loss account.

Hence, the loss per share for the last three years is as follows:

1. Break-upvalue per share, based on latest audited financial statements.

1. Financial position, including main items of statement of financial position and profit and loss account on the basis of its latest financial statements

1. In case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information, namely:
2. 1. Description of the project and its history since conceptualization.

1. Starting and expected date of completion of work.

Years	LPS (PKR)
2023	(1.85)
2022	(3.22)
2021	(3.08)

The break-up value per share of NRL is PKR 0.68/-, based on the audited financial statements of NRL for the year ended June 30, 2023.

NRL reported a loss of PKR 193.4 million in FY23 due to non-commencement of operations and administration expenses. Significant items on its balance sheet are PKR 223.5 million tied up in short-term investments and PKR 141.1 that it owes in accruals.

NRL is a consortium currently comprising three prominent business houses, including YBPL (intended to be replaced with the Company, subject to the acquisition of YBPL's shareholding in NRL). NRL has been established to carry out activities in the field of exploration and mining of metals (mainly gold and copper).

NRL seeks to initially carry out exploration activities with respect to mining of metals in the Chagai District in the Province of Balochistan. In this respect, NRL has been granted an exploration license for an area of approximately 499.17 sq. km. in the Chagai district of Balochistan, and intends to carry out the requisite feasibility studies to ascertain the existence of deposits of minerals reserves in the area, including potentially gold and copper.

The project may be carried out through NRL or a project SPV in which NRL has shareholding (provided that the Company may also directly invest in such project SPV, subject to necessary corporate and regulatory approvals).

As stated above, NRL has obtained an exploration license for an area of