Gammon Pakistan : EOGM PROCEDURE FOR VOTING THROUGH E VOTING FACILITY and VOTING THROUGH BALLOT PAPER and addendum to the Statement of Material Facts

BALLOT PAPER

GAMMON PAKISTAN LIMITED

Registered Office: Gammon House, 400/2, Peshawar Road, Rawalpindi,

Website:www.gammonpakistan.com

Ballot Paper for voting through post for poll to be held on Saturday December 30, 2023 at 11:00 A.M. at the Gammon House, 400/2, Peshawar Road, Rawalpindi.

Contact details of Chairman, where Ballot Paper may be sent:

Business address: The Chairman, Lt Gen Ali Kuli Khan Khattak (Retd), Gammon Pakistan Limited, Gammon House, 400/2, Peshawar Road, Rawalpindi.,

Attention: Company Secretary

Designated email address:[e-mail]

Name of Shareholder/Joint Shareholders

Registered Address

Folio No. / CDC Participant Id / Investor Id with

Sub-Account No.

Number of Shares Held

CNIC, NICOP/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)

CNIC, NICOP/Passport No. (In case of foreigner) of Authorised Signatory (Copy to be attached)

I/we hereby exercise my/our vote in respect of the following resolutions through Postal Ballot by conveying my/our assent or dissent to the following resolution(s) by placing tick (√) mark in the appropriate box below (delete as appropriate).

			No. of	I/We assent	I/We dissent
			Ordinary
			to the	to the
Sr. #	Nature and description of Resolution	Shares for
Resolutions	Resolutions
			which votes
			(For)	(Against)
			cast
1	"Resolved that the shares be issued by
	Gammon Pakistan Precast (Pvt) Limited to:
	1. Gammon Pakistan Limited 16,087,300
	shares of Rs.10 each to be issued as
	consideration otherwise than cash
	2. Gammon Pakistan Limited 2,796,700
	shares of Rs.10 each be issued as
	other than rights issue
	3. Muhammad Shahbaz Anwer of Rajcon
	8,114,000 shares of Rs. 10	each be
	issued as consideration	otherwise
	than cash

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2

"Further Resolved that Mr. Khalid Kuli Khan Khattak, the nominee of the Company in Gammon Pakistan Precast (Private) Limited (GPPL) be and is hereby authorized to represent, vote and sign all resolutions of the GPPL on behalf of the Company and his approvals shall be treated as approval of the Company".

____________________________

Signature of Shareholder(s) Place:

Date:

NOTES / PROCEDURE FOR SUBMISSION OF BALLOT PAPER:

1. Duly filed and signed original Ballot Paper should be sent to The Chairman, Lt Gen Ali Kuli Khan Khattak (Retd), (Attention Company Secretary) Gammon Pakistan Limited, Gammon House, 400/2, Peshawar Road, Rawalpindi or a scanned copy of the original Ballot Paper to be emailed at: [e-mail] [e-mail]

1. Copy of CNIC/Passport (in case of foreigner) should be enclosed with the Ballot Paper.
2. Ballot Paper should reach Chairman of the meeting on or before December 29, 2023 during working hours. Any Ballot Paperreceived after this date, will not be considered for voting.
3. Signature on Ballot Paper should be matching the signature on CNIC/Passport (in case of foreigner).
4. Incomplete, unsigned, in correct, defaced, torn, mutilated, over written Ballot Papers will be rejected.
5. In case of corporate entity, Ballot Paper must be accompanied by the Board of Directors' resolution / power of attorney withspecimen signature and copy of CNIC of the nominee etc. in accordance with Section(s) 138 or 139 of the Companies Act, 2017, as applicable. In case of foreign body corporate, all documents must be attested by the Embassy of Pakistan.
6. Ballot Paper has also been placed on the website of the Company www.gammonpakistan.com.Members may download the Ballot Paper from the website or use original/photocopy published in newspapers.
7. M/s. Rizwan and Company Chartered Accountants, have been appointed as scrutinizers as required under the Companies (PostalBallot) Regulations, 2018, in respect of the agenda to be transacted at the forthcoming EOGM, in order to observe the satisfactory procedures of the voting process including adequate precautionary measures are ensured and reported as mentioned under regulation 11A.

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STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES

ACT, 2017 RELATING TO THE SPECIAL BUSINESS

This statement sets out the material facts concerning the following Special Business to be transacted at the Extra-ordinary General Meeting of Shareholders of Gammon Pakistan Limited (GPL) the Company to be held on December 30, 2023.

The Board of Directors of the Company passed the Board Resolution through Circulation dated December 01, 2023, have decided to transfer the barren land at Chak Beli measuring

260.6 kanals marked as Investment in its books, to its subsidiary Gammon Pakistan Precast (Private) Limited (GPPL) against issue of shares as Consideration other than cash. This is based on the recent revaluation of the land. Simultaneously, shares will be issued to Mr. Muhammad Shahbaz Anwer against plant, machinery and other equipment brought by him at GPPL. Valuation has been done by the same independent valuer for both assets.

The results of these valuations are:

• Gammon Pakistan Limited value of land and infrastructure on 260.6 kanals of land is Rs.160,873,000.
• Rajcon-MuhammadShahbaz Anwar value of Plant, machinery, equipment and other tools is Rs. 81,140,000.

Gammon Pakistan Limited had provided loan/advance from time to time to Gammon Precast to meet working capital requirements. The Board has decided to convert this loan in equity investment against issue of shares to it. The amount of loan/advance as on December 01, 2023 stands at Rs. 29,089,786 out of this Rs. 27,967,000 will be utilized for issue of shares. A total of 2,796,700 shares of Rs.10 each will be issued to the Company against this loan while the balance shall be returned by the subsidiary in due course of time.

The subsidiary has started getting orders for precast houses and other buildings. However, with present paid-up capital they are restrained from raising finances from banks. This investment will provide the subsidiary with a realistic balance sheet footing and it will be able to raise finance from banks to meet the working capital requirements for prospective business. The existing and subsequent shareholding of the Company in GPPL will be as under:

Existing Share Holding of GPPL (for cash);

S.			Shares	Amount
Description	of Rs. 10	in
No.
		each	Pak Rupees
1.	Gammon Pakistan	Limited	50,000	500,000
	(GPL)
2.	Mr. Khalid Kuli Khan Khattak	1,000	10,000
3.	Mr. Muhammad	Shahbaz	1,000	10,000
	Anwer
	Total		52,000	520,000

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Shareholding after issue of new shares;

S.			Shares of	Amount
Description		Rs. 10 each	in
No.
			Pak Rupees
1.	Gammon Pakistan	Limited	18,934,000	189,340,000
	(GPL)
2.	Mr. Khalid Kuli Khan Khattak	1,000	10,000
3.	Mr. Muhammad	Shahbaz	8,115,000	81,150,000
	Anwer
	Total ISSUED CAPITAL	27,050,000	270,500,000

The above requires the approval of the shareholders/members of the Company, through special resolution, in accordance with Article 29 of the Articles of Association of the Company, read with section 134(3) of Company Act 2017.

For this purpose, Special Resolutions as follows are proposed to be passed with or without modification in the Extra Ordinary General Meeting being held for this purpose:

"Resolved that the shares be issued to the two shareholders of the Subsidiary Company as follows: -

1. Gammon Pakistan Limited 16,087,300 shares of Rs.10 each to be issued as consideration otherwise than cash
2. Gammon Pakistan Limited 2,796,700 shares of Rs.10 each be issued as other than rights issue
3. Muhammad Shahbaz Anwer of Rajcon 8,114,000 shares of Rs.10 each be issued as consideration otherwise than cash

"Further Resolved that Mr. Khalid Kuli Khan Khattak, the nominee of the Company in Gammon Pakistan Precast (Private) Limited (GPPL) be and is hereby authorized to represent, vote and sign all resolutions of the GPPL on behalf of the Company and his approvals shall be treated as approval of the Company".

The Directors of the Company have no interest in this business except to the extent of their respective shareholding in the Company.

Attachments with this statement:

1. Investment Property disclosures under Regulation 3 of Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017
2. Disclosures Under Clause B(5)(I) Of S.R.O. 423(I)/2018

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(Attachment 1)

Investment Property disclosures under Regulation 3 of Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017

Disclosure

Amount Remarks

1. Disclosures for all types of investments,-

1. Regarding associated company or associated undertaking: -

(i)name of associated company or associated	Gammon	Pakistan
undertaking;	Precast (Private) Limited
(ii)basis of relationship;	A	SUBSIDIARY
	COMPANY
(iii)earnings per share for the last three years;	3 years	period not
	completed
(iv)break-up value per share, based on latest	NA
audited financial statements;
(v)financial position, including main items of
statement of financial position and profit and loss
account on the basis of its latest financial statements;
and
(vi)in case of investment in relation to a project of	NA
associated company or associated undertaking that has
not commenced operations, following further
information, namely, -
(I)description of the project and its history since
conceptualization;
(II)starting date and expected date of
completion of work;
(III)time by which such project shall become
commercially operational;
(IV)expected time by which the project shall start
paying return on investment; and
(V)funds invested or to be invested by the	NA
promoters, sponsors, associated company or associated
undertaking distinguishing between cash and non-
cash amounts;
(B) General disclosures: -
(i)maximum amount of investment to be made;	NA
(ii)purpose, benefits likely to accrue to the investing	DIVIDENDS
company and its members from such investment and
period of
investment;
(iii)sources of funds to be utilized for investment	NA
and where the investment is intended to be made using
borrowed funds, -
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(I)justification for investment through borrowings; (II)detail of collateral, guarantees provided and

assets pledged for obtaining such funds; and (III)cost benefit analysis;

(iv)salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment;

(v)direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration;

(vi)in case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and

(vii)any other important details necessary for the members to understand the transaction;

1. In case of equity investment, following disclosures in addition to those provided under clause (a) of sub- regulation (1) of regulation 3 shall be made, -

(i)maximum price at which securities will be acquired; (ii)in case the purchase price is higher than market

value in case of listed securities and fair value in case of unlisted securities, justification thereof;

(iii)maximum number of securities to be acquired; (iv)number of securities and percentage thereof held

before and after the proposed investment; (v)current and preceding twelve weeks weighted

average market price where investment is proposed to be made in listed securities; and

(vi)fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities;

(c)In case of investments in the form of loans, advances and guarantees, following disclosures in addition to those provided under clause (a) of sub-regulation (1) of regulation 3 shall be made, -

(i)category-wise amount of investment;

(ii)average borrowing cost of the investing company, the Karachi Inter Bank Offered Rate (KIBOR) for the relevant period, rate of return for Shariah compliant products and rate of return for unfunded facilities, as the case may be, for the relevant period;

(iii)rate of interest, mark up, profit, fees or commission etc. to be charged by investing company;

NA

As Directors in holding company

NA

NA

Rs.10.00 face value

NA

As given in the resolution

As given in the resolution by independent Valuer

NA

NA

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(iv)particulars of collateral or security to be obtained in relation to the proposed investment;

(v)if the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and

(vi)repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking

NA

NA

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		(Attachment 2)
Disclosures Under Clause B(5)(I) Of S.R.O. 423(I)/2018
Disclosure	Amount	Remarks
Special business relating to members' approval for
sale, lease or disposal of the undertaking or sizeable
part thereof or sale / disposal of subsidiary that is to
be transacted under clause (a) or (b) of sub-section
(3) of section 183 of the Act		As compared	to	total
I. In case of sale, lease or disposal of sizeable part		assets	this		is	not
of undertaking:		sizeable.
i)Detail of assets to be sold, leased or disposed		Free	hold		land	/
of shall include the following:		investment property
a)Description/Name of asset;
b)Acquisition date of the asset;		1995/1996
c)Cost;
d)Revalued amount and date of revaluation (if		As given in the resolution
applicable);
e)Book value;
f)Approximate current market price/fair value;
g)In case of sale, if the expected sale price is		No
lower than book value or fair value, then the reasons
thereof;
h)In case of lease of assets, tenure, lease		NA
rentals, increment rate; mode/basis of determination
of lease rentals; and other important terms and
conditions of the lease;
i)Additional information in case of disposal of
land:
(a)Location;		Mouza Haraka, Chakbeli
		Road
(b)Nature of land (e.g. commercial,		Barren
agriculture, etc.); and
(c)Area proposed to be sold.		260.6 Kanals
ii)The proposed manner of disposal of the said		Transfer to Subsidiary
assets.
iii)In case the company has identified a buyer,		Related		party
who is a related party the fact shall be disclosed in		(subsidiary)
the statement of material facts.
iv) Purpose of the sale, lease or disposal of		Earn	profit	from	the
assets along with following details:		Subsidiary business
a)Utilization of the proceeds received from the		Add	to	Company
transaction;		revenue		through
		dividends
b)Effect on operational capacity of the company, if		NA
any; and
c)Quantitative and qualitative benefits expected to		Vacant unutilized land.
accrue to the members.		Shares	to	be	issued
		against the land
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