Notice of extraordinary general meeting

Exchange Commission of Pakistan (the "SECP") and / or any other regulatory body which suggestion, direction and advice shall be deemed to be part of these Special resolution(s) without the need of the shareholders to pass fresh Special Resolution(s)."

Statement under Section 134 (3) of the Companies Act, 2017, pertaining to the special business referred to above is annexed to the notice of the EOGM circulated as per requirement.

NOTES:

1. Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from September 13, 2024 to September 18, 2024 (both days inclusive) and no transfer of shares will be accepted for registration during this period. Transfers received in order at the office of our Share Registrar M/s Corplink
   (Private) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore at the close of business hours the September 12, 2024 will be treated in time for the purpose of transfer of shares and voting rights at the EOGM.
2. All members are entitled to attend and vote at the meeting. A member entitled to attend and vote at the meeting is also entitled to appoint another member of the Company as his / her proxy to attend, speak and vote for him / her. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted to the Company. A proxy must be a member of the Company. A member shall not be entitled to appoint more than one proxy to attend any one meeting. The instrument of proxy duly executed should be lodged at the Registered Office of the Company not later than 48 hours before the time of the meeting. The form of proxy must be witnessed with the addresses and CNIC numbers of witnesses, certified copies of CNIC of member and the proxy member must be attached and the revenue stamp should be affixed and defaced on the form of proxy. Proxy Form in English and Urdu languages is attached with the notice circulated to the members.
3. The members are advised to bring their ORIGINAL Computerized National Identity Card (CNIC) and those members who have deposited their shares in Central Depository System should also be cognizant of their CDC Participant ID and Account Number at the meeting venue. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced at the time of the meeting.
4. The Company has arranged for participation of members in general meeting through electronic means (i.e., video-link, webinar, zooming etc.). In this regard, the interested shareholders can request by providing the relevant information (i.e, Name of the Shareholder, CNIC Number, Folio / CDC Account Number, Cell
   Number, Email Address etc.) to the Company Secretary at least 48 hours before the time of EOGM at Email Address: info@balochistanglass.com.
5. In accordance with the Companies (Postal Ballot) Regulations, 2018, (the "Regulations") the right to vote through electronic voting facility and voting by post shall be provided to members of the Company for the special business proposed to be transacted at the meeting in the manner and subject to conditions contained in the Regulations.

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1. The proposed shares shall be issued at PAR against conversion of loans provided by M/s MMM Holding (Private) Limited (MMM), a holding company, of the Company.
2. In this regard, the Company provides the following further material information:
3. 1. Proposal by the Board:
      The issue of shares by way of other than right shares has been proposed by the Board of Directors of the Company.
   2. Quantum of Issue:
      376,912,057 Ordinary Shares of PKR 10/- each %age before the issue - 144.08%
      %age after the issue - 59.03%
   3. Issue price per share and Justification:
      PKR 10/- each. The shares will be issued at PAR value of PKR 10/- per share. It is above the break-up value per share which is negative. Issuing shares at face value is a strategic decision that acknowledges the support from the holding company, M/s MMM Holding (Private) Limited, which holds 84.3442% of BGL's shares, for the conversion of its loan into equity. This decision also provides an incentive to the holding company for equity investment despite continued losses and the negative book value of shares, protects shareholder interests, encourages long-term investment, ensures financial stability, and aligns with regulatory and strategic goals. Therefore, the issuance of shares at par value is fully justified.
   4. Consideration:
      Consideration against Cash. The amount has already been provided to the Company as loans.
   5. Information of Person to whom Shares are to be Issued:
      M/s MMM Holding (Private) Limited. Existing shareholding of M/s MMM Holding (Private) Limited is 220,644,430 Ordinary Shares comprising 84.3442% of the paid-up share capital of the Company;
   6. Purpose of the Issue:
      To reduce the liabilities, improvement of capital base of the Company and breakup value of the share of the Company.
   7. Justification for Issue of Shares Otherwise than Right Shares:
      Due to continued losses suffered by the Company, the equity of the Company has completely eroded and its equity (excluding surplus on revaluation of fixed assets) net of losses amounts to Negative PKR
      2.971 billion as of June 30, 2023 on the basis of audited accounts of the Company (3Q2024 Negative
      PKR 3.272 billion). The issue of shares at par value to the MMM Holding (Private) Limited is justified due to the reason that the holding company has provided loans without any security. Further, it is unlikely that the outstanding loan of the holding company would be repaid. Therefore, it will be in the interest of the Company as well as its shareholders to reduce its liabilities which will enhance the capital base and give comfort to the creditors and facilitate future business prospects without having any negative impact on the cash flows.

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1. Benefits of the Issue:
   In addition to the benefits mentioned above, the proposed issuance of shares would enhance the borrowing capacity of the Company thereby improving liquidity position and improvement in the business and returns for the Company and value of its shareholders which in turn will be beneficial for the capital market.
2. Latest Market Price of Share:
   PKR 11.59/- per share as of August 8, 2024 as per closing rate at Pakistan Stock Exchange Limited.
3. Average Market Price of Share:
   Average market price for share during last three months preceding the Board's decision is PKR 13.62/-.
4. Break-upValue per Share:
   Break-up value per shares as of June 30, 2023 on the basis of audited accounts of the Company is Negative PKR 15.35/- and Break-up value per shares as of March 31, 2024 on the basis of unaudited quarterly accounts of the Company is Negative PKR 16.47/-.
5. Consent of Persons to whom the Proposed Shares are to be Issued:
   M/s MMM Holding (Private) Limited has consented in writing to the acquisition of proposed shares if approved by the shareholders and the Securities and Exchange Commission of Pakistan.
6. Ranking of Shares:
   The proposed shares when issued will rank pari passu with the existing ordinary shares of the Company.
7. Book Entry Shares:
   The shares shall be issued only in book entry form within 60 days from the date of approval by the SECP or within such extended time as may be approved by the SECP.
8. Approval:
   The proposed issuance of shares shall be subject to approval of the Securities and Exchange Commission of Pakistan.

4. The Board of Directors of the Company has recommended that the special resolution as set out in the notice be passed at the Extraordinary General Meeting.

Interest of Directors:

The Chief Executive, Directors of the Company and their relatives have no interest directly or indirectly in the proposed issuance of shares otherwise than right except in their capacities as Chief Executive or Directors or Members of the Company.

Availability of Relevant Documents:

A copy of all the relevant documents bearing the initial of the Company Secretary for identification purposes is available for inspection at the registered office of the Company from 9.00 AM to 5.00 PM on any working day, up to the last working day before the date of the extraordinary general meeting. The same shall also be available for inspection by the members in the extraordinary general meeting.

6 BALUCHISTAN GLASS LIMITED