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Lucky Cement Limited Proxy Solicitation & Information Statement 2023

May 16, 2023

72198_rns_2023-05-16_ca15b051-d6f6-4326-8300-f08b491226cb.pdf

Proxy Solicitation & Information Statement

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LUCKY CEMENT

LCL/SECP/PSX/2022-23

May 16, 2023

The Executive Director/HOD
Offsite-II Department
Supervision Division
Securities & Exchange Commission of Pakistan
63, NIC Building, Jinnah Avenue, Blue Area
Islamabad

The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi

Dear Sir,

Publication of Postal Ballot and Provision of Electronic Voting

We refer to our notice in relation to Extraordinary General Meeting posted on May 3, 2023 of Lucky Cement Limited (the “Company”).

Please find enclosed a copy of the ballot paper, as required under Regulation 8 of the Companies (Postal) Ballot Regulations, 2018, to be published tomorrow, Wednesday, May 17, 2023 nationwide in three newspapers, namely “Business Recorder (English), Frontier Post, Peshawar English and Express (Urdu) for information of the Shareholders.

Further, in compliance with Regulation 4 of the Companies (Postal) Ballot Regulations 2018, the electronic voting facility will be available to eligible members of the Company in line with applicable law.

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

Yours truly,
For: LUCKY CMENT LIMITED

FAISAL MAHMOOD
GM Finance and Company Secretary

Lucky Cement Limited
6-A, Mohammad Ali Housing Society, A. Aziz Hashim Tabba Street, Karachi-75350.
U.A.N: 111-786-555 F: 34534302 E: [email protected]
URL: www.lucky-cement.com
YBG


43 x 4

BALLOT PAPER

BALLOT PAPER

This is continuation of EOGM Notice published on Wednesday, May 3, 2023

Ballot Paper for voting through post for the Special Businesses at the Extraordinary General Meeting to be held on Wednesday, May 24, 2023, at 12:00 noon at factory premises in Pezu, District Lakki Marwat, Khyber Pakhtunkhwa and through video conferencing.

Contact Details of the Chairman at which the duly filled in ballot paper may be sent:

Address: The Chairman, Lucky Cement Limited, 6-A Muhammad Ali Housing Society, Karachi. Attention of the Company Secretary

E-mail address: [email protected]

Phone: +92-21-111-786-555

Website: www.lucky-cement.com

Folio / CDS Account Number
Name of Shareholder / Proxy Holder
Registered Address
Number of shares Held
CNIC/Passport No. (in case of foreigner) (copy to be attached)
Additional information and enclosures (in case of representative of body corporate, corporation, and federal Government)
Name and CNIC of Authorized Signatory

I/we hereby exercise my/our vote in respect of the following special resolutions through postal ballot by conveying my/our assent or dissent to the resolutions by placing tick (√) mark in the appropriate box below: (In case if both the boxes are marked as (√), your poll shall be treated as "Rejected")

5. No. Agenda / Description of Special Resolutions I / We assent to the Resolution(s) (FOR) I / We dissent to the Resolution(s) (AGAINST)
1. Resolutions For Agenda Item No. 1
“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.

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 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 are 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 Persons 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 regulatory(s) or any other institution(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 any Authorized Person, be deemed to be part of these resolutions, without the need of the members to pass fresh special resolutions.” | | |
| 2 | Resolution For Agenda Item No. 2
“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 Gift-enabled code and weblink, in accordance with S.R.O. 386(b)‘2023 issued by the Securities and Exchange Commission of Pakistan, and that the practice of circulation of the annual report through CD / USB be discontinued.” | | |

  1. Duly filled ballot paper should be sent to the Chairman of Lucky Cement Limited at 6-A Muhammad Ali Housing Society, A. Aziz Hashim Tabba Street, Karachi. Attention of the Company Secretary or e-mail at [email protected]
  2. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
  3. Ballot paper should reach the Chairman within business hours by or before Tuesday, May 23, 2023. Any postal ballot received after this date, will not be considered for voting.
  4. Signature on ballot paper should match with signature on CNIC/ Passport. (In case of foreigner).
  5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
  6. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution / Power of Attorney / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member.
  7. Ballot Paper form has also been placed on the website of the Company at: www.lucky-cement.com. Members may download the Ballot paper from the website or use an original/photocopy published in newspapers.

Shareholder / Proxy Holder Signature/Authorized Signatory

(In case of corporate entity, please affix company stamp)

O88/47a-44c24494