January 5. 2026
The General Manager
Pakistan Stock Exchange LimPed
Stock Exchange Building Stock Exchange Road Karachi, Pakistan.
FORL4
Subject: Noflce of Exho Ordlno General be
Dear Sir,
Enclosed please finda Copy of the Notice of Extra Ordinary General Meeting fo be held on Nonday, January 26, 2026 for circulation amongst your members.
Yours faithfully
Muhom Hon Company Secrethry
Enclosures: (As above)
Registered Office: Dewan Cenlre, 3-A, Lalazar Beach Hotel Road, Karachi - 74000 Pakistan
Box + 92 2 1 35d308d0 I UAE + 92 2 1 111 3d4 1 1 1
Sy Moqbool Ali
or
Shohroh-e-Faisal, Karachi-7 5350 Pakistan
Fox +92 21 35630884, 35630873 T UAN + 92 2 1 111 3+4 1 j 1
NOTICE OF EXTRA ORDINARY GENERAL MEETING
NOTICE IS HEItEBY GIVEN that the Ex|ra Ordinary General Meeting of Dewan Cement Limited (“DCI” or “fhe Comp••r”) will be held on Monday. January 26, 2026. at 02:00 p.m. at Dewan Cement Limited Factory Site, at Deh Dhando, Dhabeji, District Malir, Karachi, Pakistan: to transact the following businesses upon recitation from Holy Qur'aan and other religious recitals:
To confirm the minutes of the preceding Annual General Meeting of the Company held on Monday, October 27, 2025:
To elect Seven Directors on the Board of Directors of the Company, pursuant to the provisions of Section 159 of the Companies Act, 2017 (“the Act”). The following are the retiring Directors:
y . Gho«nr« 8ober Siddiqi
Mr. /shf/oq Ahmad
Syed Moqbool Ali
Mr. A6du/ 8osif
Mr. Woaeem-u/-Hoque Ansori vl. Mr. Aziz-ul-Hoque vii.Mrs.Nido Jamil
Io consider any other business with the permission of the Chair.
SPECIAL BUSINESS:
. To passa special resolution for conversion of outstanding loan from Sponsor into equity of the Company by way of further issue of shares otherwise than rights to |he Sponsor under the Section 83 of the Companies Act. 2017.
By order of the Board
Karachi: January 05, 2026
Muhom ant German Company Secretory
“Sfofemenf under Section IJ4(J} of fhe Companies Acf. 2017, concerning fhe Special Business, is attached a/ong w'ifh ffie Nofice circulated fo fhe members of ffie Company, oncf is deemed on integral porf hereof”
Notes:
o. The share transfer books of the company will remain closed from January 19, 2026 to January 26, 2026 (both days inclusive). Transfers received in order at the share registrar office M/s. BMF Consultants Pakistan (Private) Limited, Located at Anum Estate Building, Room No.310 & 31 I ,3'd FIoor,49, Darul Aman Society, Main Shahrah-e-Faisal, adjacent to Baloch Colony Bridge, Karachi, Pakistan.
b. 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 his/her behalf. proxies in order to
A Y OUSU6 DE UAN C OM 'AND
DEWAN CE MENT L IM IT E D
Registcred Olf‹ce: Dewan Cenlre, 3-A. Lalazar Baach Hotel Read, Karachi - 74000 oakistan
fo -9? 21 33630860 I UAE +92 21 1 )l 3d Ul
C orp oro Ie Olliee: 2 nd FIoor, BIock ’A’, Finance & Trado Centro
SUo hroh• e-Fa iso I, Korach - 7 5350 Pokiston
Fox — 92 21 3^'6 30884, 35830873 I UAN + 92 2 1 111 3+a 111
be effective must be received at the Shares Registrar Office duly stamped and signed
not less |han 48 hours (Working days only) before the time of holding of the meeting. CDC Account Holder will further hove to follow the guidelines as laid down in Circular 1 doted January 26,2000 issued by Securltles and Exchange commission of Pakistan for attending the meeting and appointment of proxies.
Video Conference Facility:
Pursuant to the provisions of the Companies Act, 2017, member can avail video conference facility to participate in this Extra Ordinary General Meeting provided that the company receives consent from the members holding in aggregate 10% or more shareholding, residing ina city, at least seven (7) days prior to the date of meeting. Subject to the fulfillment of the above conditions, members shall be informed of the venue along with complete information necessary to access the facility. Format of request form has been placed on the Company's website.
Ahendonce through Zoom:
The members may attend the EOGM online through ZOOM, by following the below
guidelines:
(i The member shall get himself/herself registered by sending his/her request fo the Company at e-mail ID dcl.cor ousufdewan.com as per Standard Request Form available on the Company website (htt ousufdewan.com DCL index.html or can send hislher request to the Company Secretary at Dewan Centre, 3-A Lalazar Beach Hotel Road Karachi along vvifha legible copy of CNIC not later than January 23, 2026.
Zoom link shall be sent by the Company only on email ID or Mobile/WhatsApp Number mentioned in Standard request Form.
Deposit of physical Shores Into CDC Account:
As per section 72 of the Companies Act,20l 7 every existing company shall be reqUired to replace ifs physical shares with book-entry form ina manner as may be specified and from the dale notified by the commission, withina period not exceeding four years from the commencement of the Act i.e May 30,2017.
The physical Shareholders having physical shareholding are encouraged to open CDC Investor Account with CDC or CDC Sub-Account with any of the brokers to place their physical shares into Script less form.
E-Voting Procedure
Details of the e-voting facility will be shared through an email with those members of the Company who have their valid CNIC numbers, cell numbers. and email addresses available in the register of members of the Company wifhin due course.
The web address, login details, will be communicated to members via email.
Identity of the members indenting to case vote through E-voting shall be authenticated through authenticated login.
A YOUR L/F D EAKAN C OM EA NY DEWAN CEMENT LIMFTED
Registered Office: Dewan Centre, 3-A, Lalazar Beach Holel Road, Karachi - 74000 Pakistan
l=ox * 92 2 1 35d30880 I UAE + g2 2 1 111 3d4 111 Fox + 92 2 1 3563068 4, 35 +30873 l UAN *92 2 1 1 1 1 364 J 11
(dj E-Voting lines will start from January 19, 2026 at 10 a.m. and shall close on January 25, 2026 at 5 p.m. Members can cast their votes any time in the period.
Procedure for Votlng Through Postal Bollof
For voting through Postal Ballot members may exercise their right to vote as per provisions of the Companies (Postal Ballot) Regulations, 2018 subject to the requirement of Section 143 and 144 of the Companies Act, 2017. Further details in this regard will be communicated to the shareholders within |he legal time frame as stipulated under these said Regulations, if required.
The members shall ensure that duly filed and signed ballot paper along with copy of CNIC should reach the Chairman of the meeting through post on the Company's Registered office or email at dcl.corpAyousufdewan.com one day before the Exfra Ordinary General Meeting i.e. January 25, 2026 during the working hours. The signature on the ballot paper shall match with the signature on CNIC or Company records.
Appointment of Scrutinizes.
In accordance with the regulation 11 of the Companies (Postal Ballot) regulation, 2018 (the Regulationj, the Board of Directors of the Company has appointed M/s. Faruq Ali & Co. Chartered Accountants, a QCR rated audit firm, to act as scrutinizes of the Company for election of directors in the meeting and to undertake other responsibilities as defined in regulation 11A of the Regulation.
Particulars of Physical Shareholders:
According to section 1 l9 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations. 2018, all physical Shareholders are advised to provide their mandatory information such as CNIC number, address. email address, contact mobile/telephone number, International Bank Account Number (IBAN). etc. to Company's Share Registrar at their address lv/s. BMF Consultants Pakistan (Private) Limited. Located at Anum Estate 8uilding, Room No. 310 & 31 T. 3’^ Floor, 49, Darul Aman Society, Main Shahrah-e-Faisal, adjacent to Baloch Colony Bridge, Karachi, email (bmfconsultantspakistan@gmail.com) immediately to avoid any non-compliance of law or any inconvenience in future.
Updotlng of Particulars:
The Shareholders are requested to promptly notify change in their address, if any, to the Company's Shore Registrar. In case of corporate entity, the shareholders are requested to promptly notify change in their particulars of their authorized representative. if applicable.
Restriction on Distribution of Glfls:
In accordance with the directive issued by the SECP Vide SRO 452 ( 1)/2025 dated 17 h March 2025 the Company would like to inform all the shareholders that no gifts will be distributed at the EOGfv.
A Y OUSU6 DE UAN COMPANY
DE WAN CE MENT LI MITE D
keg istered Office: Oewan Cent e. 3-A, Lalazar Beach Hotel
Road, Karachi - 74000 Pakistan
Fox 1 92 2 1 356308d0 I UAN * 92 2 1 111 3$¥ 1 I
CorporoteOffi2ndfloor,BIo5hohroh-s-8uiso!,Korozhi-/5350Pokison
f<'x*922l 3563088,35630873lUAN +9 21 111 36‹111
STATEMENT UNDER. fCTION 134 OF THE COMPANIES ACT. 2017
This statement is annexed as an integral part of the Notice of the Extra Ordinary General Meeting of Dewan Cement Limited ("me Company" or "DCL") Io be held on Monday. January 26, 2026, at 02:00 p.m., at Dewan Cement Limited. Plant Site. Deh Dhando, Dhabej, District Malir, Karachi, Pakistan; and sets out the material facts concerning the Special Business to be transacted at the Meeting.
Special Buslness
To pass a special resolutlon for conversion of ouhtondlng loan from Sponsor Into equity of the Company under the provisions of Section 83 ol the Companies Act. 2017, for issuance of 60.000,000 ordinary shores of Dewan Cement Limited at Rs. 10/- (Rupees ten) each, total omountlng to Rs. 600,000,000/• (Rupees Six Hundred Million Only). by way of otherwise fhon dghts.
The Board of Directors of the Company (“the Board"j. at its meeting held on Friday. January 2, 2026, has approved the raising of further capital without any offer and issue of right shares. as per proposed special resolution: subject to the approval ol the members ot fhe Company, and the Securities and Exchange Commission of Pakistan (“SECP"j. Material facts concerning the said special business are as follows:
The outstanding loan from Sponsor amounting to PKR. 600.000,000/-. shall be converted into ordinary shares of the Company at par value of Rs. 10/- per share, without any ofler and/or rights issue. Thus. the number of shares proposed to be issued to the Sponsor are 60,000,000, and the same shall rank pari passu to the existing shares of the company in all respects. This issue of shares otherwise than rights, following approval from the Shareholders, is subject to the approval of the Securities and Exchange Commission of Pakistan.
The scrip of the Company, at the close of trading hours at the Pakistan Sfock Exchange Limited ("PSX"). on Friday, January 2, 2026, was Rs. 12.77 per share. The preceding six-month and three-month volume weighted average price (“VWAP") of the share at the PSX is Rs. 14. 17 per share and Rs. 13.81 per share. respectively.
The Company is making conversion at par value. This loan was extended to the Company by the Sponsor without any security, markup/interest, and definitive terms of repayment. At the present business scenario, it is impracticable to make any prediction for the repayment of this Loan. Therefore, it would be in the better interests of the Company, as well as its shareholders, to have its Iiab"iIities reduced. enhancement in capital base. creditors comforted, and to faui|itate any future business prospects, without any imDoct on its cash flows.
The present Vs post-further share issuance of the Sponsor as contemplated hereby. together with the percentage to the total issued capital, now and then, shall comprise as follows:
A YOUEU F DEWAN COMPANY
DE WAN C E ME NT L IMIT¥ D
Presenf Sfioreholdin
Number of Stores field
FuHher issue ol Pro osed Shareholdln
SAores (Numder} under
Secfion 83 of Numder o/ Tofol he Componies SAores issued
hereby
Dewan M.
Faroo ui
YoUSUf 190.000.606 39.25a. 60,000.000 250,000,606 45.93%
The above shares shall be issued to Sponsor of par, against the amount of loan
extended by him to the Company.
The Sponsor to whom these shares will be issued has given written consent for the same.
The new shares shall rank pori possu in all respects with the existing shares of the Company.
The said Sponsor is interested in the transaction to the extent of issue of new shores
in consideration of their outstanding loan amount.
Therefore. the following special resolutions are proposed fo be passed,
without modification(sj: IT IS HEkEBY RESOLVED:
wifh or
7hof fhe Campo x. *• iecf fo fhe approval of ffie Securities and Exchange Commission of Pakistan (“SECP" or fhe “Commission"}, be and is here6y oufhorized fo fofo/ issue 60,000,000 further ordinary shores of is. I 0/- {Aupees ten) each (thot is of es. 600,000,000/-J. as fully paid-up and wifhouf fhe offer and/or issue at right shares, fa Oewon M. Youst/f Forooqui in lieu of his oufsfonding loan tow'ords fhe Company, under Secfion 83 of fhe Companies Act.
Thof tfie above shores shall be issued against the omounf of loan extended by fhe Sponsor and fhof he has already consented for ffie same,•
That the new' shores sfioll rank pori possu. in a// respecfs. wifh fhe existing shores
ol fhe Company:
7hof Syed MoqDool Ali, Oirecfor and Mr. Muhammad Honif German, Company Secretary of fhe Company be and ore hereby authorized fo comp/efe oil necessary legal and corporoie forma/ities wifh regard to fhe above Resolutions,
A VOU5 US DEWAN COMPANYDEW AN C E ME NT L IMI T ED
R u ›sto cJ OHice Dewan Centre. 3 A. Lalazar Beaed Road, Karachi - 74 OOU Pakistan
Fo* o 2 2 1 35o308o 0 I UAN + 92 3 1 T 1 3 6 a 1 '
and fa faAe such actions as hey may cons/der necessary or expedient fo complete the process of raising further capital without issue of rigM shores: and
7hof in case any error. omission, or mistake is pointed out in fhe aforesaid Aeso/ufions 6y fhe Commiuion and/or any other compefenf ouffioriiy. Syed h4oqDoof Ali. Oirecfor and Mgr. hfufiommod Honff German, Company Secrefary of fhe Company, De and ore hereby oufhoñzed fa make necessary omencfmenfs fherein as perm/ffed by fhe low.