Safe Mix Concrete : Notice of Annual General Meeting (Prior Publication)

Concrete Limited

A Listed Company in Pakistan Stock Exchange. Branch Nusrat Bhutto Colony.

22th September 2023

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi.

Subject: Notice of Annual General Meeting (Pre- Publication)

Dear Sir,

In accordance with the Clause 5.6.9(b) of the PSX Rule Book, please find enclosed herewith a copy of captioned notice to shareholders of Safe Mix Concrete Limited prior to its publication in newspapers.

The appended notice will be published in newspapers namely Pakistan Observer (English) and Roznama Dunya (Urdu) on Tuesday, 24th September 2023.

You may please also inform the TRE Certificate Holders of the Exchange accordingly.

Yours' faithfully,

Vaqas Rafi

CFO & Company Secretary

Karachi Plot # 1, Global Industry, Nusrat Bhutto Colony, North Nazimabad Karachi.

Help Line 0345 2022 473-4

Email [e-mail]

Concrete Limited

NOTICE OF 17th ANNUAL GENERAL MEETING

Notice is hereby given that that Seventeenth Annual General Meeting of the shareholders of Safe Mix Concrete Limited (the Company) will be held on Friday, October 16, 2023, at 2:30 p.m. at PSX Auditorium, Stock Exchange Building, and Stock Exchange Road, Karachi to transact the following business

ORDINARY BUSINESS

1. To confirm the minutes of 16th Annual General Meeting held on October 28, 2022.
2. To receive, consider and adopt annual audited financial statements of the Company together with Auditors' Reports thereon for the year ended June 30, 2023.
3. To appoint Auditors and fix their remuneration for the year ending June 30, 2024. The Board of Directors have recommended for reappointment of M/s. Rehman Sarfaraz Rahim Iqbal Rafiq & Co as external auditors.

SPECIAL BUSINESS

1. To authorize the Board of Directors of the Company to approve those transactions with Related Parties (if executed) during the financial year ending June 30, 2024 which require approval of shareholders u/s 207 and / or 208 of the companies Act, 2017, by passing the following resolution with or without modification:
   RESOLVED THAT
   The Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with Related Parties on case to case basis for the financial year ending June 30, 2024.
   FURTHER RESOLVED THAT
   The transactions approved by the Board shall be deemed to have been approved by the shareholders u/s 207 and / or 208 of the companies Act, 2017 (if triggered) and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval u/s 207 and / or 208 of the Companies Act, 2017 (if required).
2. The Securities and Exchange Commission of Pakistan (SECP) through its S.R.O. 389(1)/2023 dated March 21, 2023 has allowed the listed companies to circulate the annual balance sheet and profit and loss account, auditor's report and directors' report, etc. ("annual audited financial statements") to its members through QR enabled code and weblink, subject to approval of shareholders in AGM. Therefore, the shareholders are requested to consider, and if deemed fit, approve the following resolution as an ordinary resolution:
   RESOLVED THAT
   "Resolved that Safe Mix Concrete Limited the "Company" be and is hereby authorized to circulate its annual audited financial statements, to the members of the Company through QR enabled code and weblink, in accordance with S.R.O. 389(I)/2023 issued by the SECP, and that the practice of circulation of the annual financial statements through CD /DVD/USB may be discontinued.

Concrete Limited

FURTHER RESOLVED THAT

Further resolved that the Company Secretary be and is hereby authorized to do all acts, deeds and things, take or cause to be taken any action as may be necessary, incidental or consequential to give effect to this resolution."

ANY OTHER BUSINESS

6. To consider any other business with the permission of the Chair.

Statements under Section 134(3) of the Companies Act, 2017 in respect of special business contained in Agenda Item Number 4 and 5, are annexed to the notice being sent to the members

By Order of the Board

Vaqas Rafi

KarachiCompany Secretary

Dated: October 25, 2023

Notes:

1. Share transfer books of the Company will remain closed from October 09, 2023 to October 16, 2023 (both days inclusive). Transfers received in order at the office of the company's share registrar, M/s THK Associated (Private) Limited, Plot No 32‐C Jami Commercial Street 2, D.H.A Phase VII, Karachi 75500, and e‐mail [e-mail] Pakistan up to the close of business on October 6, 2022 will be considered in time for determination of entitlement of shareholders to attend and vote at the meeting.

1. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend the meeting and vote for him/her. Proxy form is enclosed with the Annual report. A proxy must be a member of the Company. Proxies, in order to be effective, must be received at the Registered Office of the Company, duly stamped, signed and witnessed, not less than 48 (forty‐eight) hours before the meeting.
2. Procedure including the guidelines as laid down in Circular No. I ‐ Reference No. 3 (5‐A) Misc / ARO / LES / 96 dated January 26, 2000 issued by Securities & Exchange Commission of Pakistan:
3. 1. Members, proxies or nominees shall authenticate their identity by showing their original national identity card or original passport and bring their folio numbers at the time of attending the meeting
   2. In the case of corporate entity, Board of Directors' resolution / power of attorney and attested copy of the CNIC or passport of the nominee shall also be produced (unless provided earlier) at the time of meeting

Concrete Limited

1. In order to be effective, the proxy forms must be received at the office of our registrar not later than 48 hours before the meeting, duly signed and stamped and witnessed by two persons with their names, address, CNIC numbers and signatures
2. In the case of individuals, attested copies of CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form
3. In the case of proxy by a corporate entity, Board of Directors resolution / power of attorney and attested copy of the CNIC or passport of the proxy shall be submitted along with proxy form

4. In pursuance of SECP's Circular No. 4 dated February 15, 2021, pertaining to Regulatory Relief to dilute impact of Corona Virus (COVID 19) for Corporate Sector, the shareholders shall be entitled to attend the proceedings of the AGM through online means using a video link facility, Zoom application or other electronic means for the safety and well‐being of the valued shareholders and the general public.

Accordingly, the company intends to convene the AGM with minimum physical interaction with shareholders while ensuring compliance with the quorum requirements and requests the members to consolidate their attendance and voting at the AGM through proxies.

Therefore, the company has made arrangements to ensure that all participants including shareholders, can also participate in the AGM proceeding via video link. Hence, those members who desire online participation in the AGM are requested to register themselves by sending an email along with following particulars and valid copy of both sides of their CNIC at [e-mail] subject of "Registration for SMCPL AGM 2023" not less than 48 hours before the time of meeting:

Name of

Shareholder

CNIC No

Folio No / CDC

Account No

Cell No

Email Address

Video Link to join the AGM will be shared with only those members whose emails, containing all the required and correct particulars are received at above mentioned email address.

1. Notice to Shareholders for provision of CNIC and other details
   The Individual Members who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC) to the Company / Share Registrar, are once again reminded to send the same at the earliest directly to Company's Share Registrar, M/s THK Associated (Private) Limited, Plot No 32‐C Jami Commercial Street 2, D.H.A Phase VII, Karachi. The Corporate Entities are requested to provide their National Tax Number (NTN). Please give Folio Number with the copy of CNIC / NTN details.
2. Payment of Cash Dividend through Electronic Mode (Mandatory)

Concrete Limited

Further, under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay cash dividend to its shareholders only through electronic mode directly into bank account designated by the entitled shareholders. Consequently, in order to receive future cash dividends directly into bank account, if any, shareholders having physical shares are requested to fill in 'Electronic Mode Dividend Form' available at Company's website containing prescribed details and send it duly signed along with a copy of CNIC to the Registrar of the Company. In case of book‐entry securities, shareholders must get their respective records updated as per the 'Electronic Mode Dividend Form' with their Broker / Participant / CDC account services.

In case of absence / non‐receipt of the copy of a valid CNIC and bank account details, the Company would be constraint under Section 243(2)(a) of the Companies Act, 2017 to withhold the payment of future dividends, if any, to such members till provision of prescribed details.

1. E‐Voting
   Members can also exercise their right of E‐Voting subject to the requirement of Sections 143‐145 of the Companies Act, 2017 and the applicable clauses of the Companies (Postal Ballot) Regulations 2018.
2. Provision of Video Link Facility
   Shareholders may participate in the meeting via video‐link facility. If the Company receives a demand (at least 7 days before the date of meeting) from shareholder(s) holding an aggregate 10% or more shareholding residing in any other city, to participate in the meeting through video link, the Company will arrange video link facility in that city.

Shareholders, who wish to participate through video‐link facility, are requested to fill in Video Link Facility Form available at Company's website and send a duly signed copy to the Registered Address of the Company.

1. Distribution of Annual Report
   The Annual Report of the Company for the year ended June 30, 2023 has been placed on the Company's website at the given link: https://safemixlimited.com/investors‐desk.
   Further, Annual Report of the Company for the year ended June 30, 2023 is dispatched to the shareholders through CD. However, if a shareholder, in addition, requests for hard copy of Annual Report, the same shall be provided free of cost within seven days of receipt of such request. For convenience of shareholders, a "Standard Request Form for provision of Annual Report" has also been made available on the Company's website www.safemixlimited.com
2. Deposit of Physical shares in CDC Accounts