DCL | Dewan Cement Limited Approval of Further Issue of Shares Other Than bt way of Right Offer

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Securities Market Division

Primary Market Approvals and Development Department

No, EMD/Cl/65/2

May 20, 2026

Muhammad Hanif German, Company Secretary,

Dewan Cement Limited, Dewan Centre, 3-A Lalazar, Beach Hotel Road, Karachi.

Subject: Application under Section 83(1)(b) of the Companies Act, 2017 (the "Act"), read with Regulation 5 ofthe Companies (Further Issue of Shares) Regulations, 2020 (the "Regulations") for further issue of shares, other than by way of right offer

Dear Sir,

This is with reference to the application of Dewan Cement Limited (the "Company") dated April 03, 2026, and information resting with email dated April 24, 2026, regarding the captioned subject,

1. In this regard, I am directed to inform that the competent authority - Commissioner (SMD), on the basis of special resolution passed by the shareholders of the Company in the Extra Ordinary General Meeting held on January 26, 2026 and the information/documents submitted to the Securities & Exchange Commission of Pal‹istan (the Commission) thereafter, has allowed the Company to issue 60,000,000 ordinary shares at par value of Rs. 10 per share, amounting to Rs. 600,000,000 by way of other than right offer to Mr. Dewan Muhammad Yousaf Faooqui against his "outstanding interest free loan, prpviéeci to the Company, uncier Section 83(1j(D) of the Companies Act, 2017 read with regulation 5 of the Companies (Further Issue of Shares) Regulations, 2020.

2. The aforesaid approval is, however, subject to following conditions:

   1. The shares shall be issued only in the book entry form within 60 days from the date of approval by the Commission;

   2. The Company shall intimate the Commission and the securities exchange about issuance of the shares within seven days of the issuance;

      lii. Mr. Dewan Muhammad Yousuf Earooqui shall retain his shareholding arising as a result of subject 'ssuanc• for a period as specified In t*e P.egulations;

      iv. This approval is being given based on the documents/information submitted to this office and hence the Commission bears no responsibility whatsoever for the, express or implied, agreement(s) executed between the issuer and the person(s) to whom shares are proposed to be issued.

      
      
      

3. In case the aforementioned issuance of shares by way of other than right triggers any provisions of the Securities Act, 2015 read with Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, the Company and the Acquirer shall ensure full compliance with all the regulatory requirements in this respect.

   
   
   

   Yours truly,

   Salma Ahrar Additional Director

   CC:

   1. Chief Executive Officer, PSX, Stock Exchange Building, Stock Exchange Road, Karachi, li. Chief Operating Officer, Central Depository Company, CDC House, Karachi