THE COMPANIES ORDINANCE, 1984

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

KOHAT CEMENT COMPANY LIMITED

I. The name of the Company is KOHAT CEMENT COMPANY LIMITED.

II. The Registered Office of the Company will be situated in the Province of N.W.F.P.

III. The objects for which the Company is established are:

1. To acquire and take over from State Cement Corporation of Pakistan Limited, the
Cement Factory, godowns and other buildings and erections already built or
now being built by the said Corporation at Kohat under the name of Kohat
Cement Project, with land appertaining thereto and all Stock-in-trade, book
debts, good-will and all other assets and liabilities in respect thereof and the
benefit of all subsisting contracts and orders together with the rights and
privileges relating to the said Cement Factory, at value to be mutually agreed
upon between the vendor (State Cement Corporation of Pakistan Limited) and
the Company.

2. To established, take or give on lease all sorts of Cement Factories to carry on all
or any of the business of manufacturers and sellers of and dealers and workers in
Cement of all kinds, concrete, asbestos, gypsum, coal, jute, hessian cloth,
gunny bags, paper bags, lime, plaster, whiting clay, bauxite, soapstone, ochres
pipe, pottery, earthenware, artificial stone and manufacturers, builders and
dyers of requisite and convenience of all kinds.

3. To purchase or otherwise acquire and undertake the whole or any part of the
business, property, assets, liabilities and transactions of any person, firm or
Company, carrying on any business of a nature altogether or in part similar to the
business in which this company is authorized to carry on, or possessed or any
property suitable for purposes of this Company, in Pakistan or elsewhere, to pay
for the same, and all other property or rights of whatsoever kind acquired by the
Company, in cash or in any other way that may be acceptable to all the parties
concerned.

4. To take or otherwise acquire and hold shares in any other company having
objects altogether or in parts similar to those of this company, or carrying on
business capable of being conducted so as directly or indirectly to benefit this
company.

5. To obtain and/or hold the office and act as managers, agents, brokers,

‐1‐
 contractors secretaries and the treasurers of any trading or manufacturing
company, corporation, board, committee or concern whether owned,
patronized or controlled by any Government, local authority or other person or
persons.

6. To be interested, promote and undertake the formation and establishments of

such institution, business of companies (including industrial, agricultural,
trading, manufacturing or other) as may be considered to be conducive to profit
and interest of the Company, and to carry on any other business, (industrial,
agricultural, trading, manufacturing or other) which may seem to the Company
capable of being conveniently carried on in connection with any of these objects
or otherwise calculated directly or indirectly to render any of the Company's
properties or rights for the time being profitable, and also to acquire, promote,
aid, foster, subsidize, or acquire interests in any industry or undertaking.

7. To enter into partnership or into any arrangements for sharing or pooling profits,
amalgamation, union of interests, co-operations, joint venture, reciprocal
concessions or otherwise with any person or firm or company carrying on or
engage in or about to carry on or engage in, any business or transaction which
the Company is authorized to carry on or engaged in, any business undertaking
or transaction which may seem capable of being carried on or conducted so far
as directly or indirectly to benefit the Company.

8. To amalgamate with any company or companies having objects altogether or in

part similar to those of this Company.

9. To invest and deal with the moneys of the Company in any investments
moveable or immoveable in such manner as may from time to time seem
expedient and be determined.

10. To sell and in any other way deal with or dispose of the undertaking of the
Company or any part thereof, for such consideration as the Company may think
fair and in particular for shares, debentures and other securities of any other
company having objects altogether or in part similar to those of Company.

11. To carry on forward and or ready business of and dealers in cotton, jute, wool,
gunny bags, twine, hessian cloth, yarn thread, rope corr, silk, woollen goods,
hosiery, artificial silk and its manufactures, rayons, all kinds of fabrics, fibrous
substances, products and manufactures thereof, seeds, maize grain, rice,
millers, pulses, wheat, tea, coffee, cocoa, sago, cinchona, gum, salt, timber, all
kinds of forest produce, all kinds of country produce, cloves, pepper, turmeric,
zeera, spices, kariana and other produce of soil, fish (dry, fresh or salted), fish oil,
vegetable products, butter, ghee, all kinds of vegetable and mineral oils, oil
cakes, sugar, groceries, provisions (tinned or un-tinned), dry and fresh fruits,
meat, old newspapers, plastic manufactures, ready made old .and new clothes,
tobacco, cigarette and all articles manufactured out of or' containing tobacco,
pottery, porcelain and porcelainware, tiles, crockery, cutlery, hardware,
machinery cloth, watches, aluminiumware, enamelware, iron, steel, zinc, tin,

‐2‐
 brass, coppers, gold, all ferrous and nonferrous metals, sheets, bars, rods and
other metal manufacturers, building material, cement, sanitaryware, paints
manufactures, varnishes, dyes, chemicals, drugs patent medicines,
confectioners, biscuits, soaps, perfumes, toilet requisites, medical and
pharmaceutical appliances preparation and compounds, glass and glassware,
hides and skins, leather goods live and dead stick, poultry, eggs and other
eatable, electrical, photographic, surgical and scientific instruments, apparatus
and materials, gems, jewellery, precious stones, ivory and all other goods
materials, articles, products, substances and merchandise of any nature of kind
whatsoever.

12. To carry on the business of manufacturers and dealer of toilet, washing, medical
and all kinds of soap and glycerin.

13. To carry on the business of importers and exporters of all kinds of goods,
commodities and merchandise from and any countries in the world.

14. To carry on business in Pakistan and elsewhere, as agents, selling agents,

buying agents, publicity agents, shipping agents, carriers agents, managers,
brokers, commission agents, indenters" indenting agents, canvassers,
advertisers, stockist and distributors for any persons, firms and companies,
(including without prejudice to the said generality and in particular for importers,
exporters, buyers, sellers, manufacturers, merchants, trademen, builders,
property owners and others) and generally to undertake and carry out agencies
and transact all manner of agency booking, commission, canvassing,
distributing and advertising business.

15. To erect, maintain, alter, extend and purchase plant and machinery and to erect,
maintain, alter, extend, purchase and sell mills, factories, warehouses,
engine houses, power houses, dwelling houses, for employees, tanks, chawls
and other buildings on any land purchased, leased or otherwise acquired by or
for the company of for any of the purposes connected with the business of the
Company.

16. To carry on the business of pharmaceutical manufacturing and general

chemicals and druggists and manufacturers of and dealer in all kinds of patent
medicines, to toilet requirements, and manufacturers of all kinds of boxes and
cases of card, wood, metal and otherwise.

17. To carry on all or any of the business of merchants and manufacturers and or
dealers in tin and block plates and every description of articles or utensil capable
of being manufactured from tinplates, tin metal, metal sheets or otherwise.

18. To carry on in Pakistan and elsewhere the business of garage proprietors, public
and private conveyance proprietors, running motor, omnibuses, taxicabs,
tractors, lorries and motor cars of all kinds and all such lines as the company may
think fit and transport passengers and. goods and generally to carry on the
business of common carries by land and water by any vehicles whatsoever.

‐3‐
19. To carry on the business of manufactures of motor omni buses, motor cars,
lories, taxicabes, etc., and generally of all kinds of business and vehicles for the
transport of persons and goods propelled or moved by electricity, atomic
energy, steam, oil, vapour gas, of other motive or mechanical power.

20. To carry on the business of manufacturers, hirers, repairers, cleaners and

storers, of motor cars, motor cycles, motor, motor boats, motor launches,
motorlorries, motorvans, aeroplanes, sea planes, gliders and other
conveyances of all description whether propelled or assisted by means of petrol,
spirits, steam, gas, electricity, atomic and / or other powers and of engines,
chassis, bodies and other things used for, in or in connection with the above
mentioned things.

21. To carry on the business of garage keepers and suppliers of and dealers in
petrol, electricity, atomic and other motive power.

22. To carry on the business of carriage builders in all its respective branches.

23. To undertake and carry out any operation or transaction whatsoever (except
the issuing of policies of assurance on human life) which may lawfully be
undertaken and carried out by capitalist and which the company may think it
expedient to undertake and carry out.

24. To import foreign films, machinery, apparatus, cameras, and to export Pakistani
Films to Foreign Countries.

25. To purchase or take on hire films from other person and to relet on hire the same.

26. To acquire by purchase lease, grant, assignment, transfer exchange or

otherwise, lands, gardens, premises and to erect buildings, cinema houses or
house for showing pictures, studios, laboratory, factory and to carry on any
business, capable of being conducted as to directly or indirectly give benefit to
the company.

27. To carry on the business of manufacturing, importing, exporting and dealing in

cycles, bicycles, tri-cycles and carriages of all kinds, and of all articles and things
used in the manufacture, maintenance and working thereof and also apparatus
and implements and things for use in sports.

28. To carry on the business of hotel, restaurant, cafe, tavern, refreshment rooms
and lodging house keepers, licenced victuallers, importers and manufacturers
of aerated, mineral and artificial waters, ice cream and other drinks, purveyors,
caterers, for public generally, carriage taxi, motor car and motor lorry proprietors,
dairy men, ice merchants, importers and brokers, hair-dressers, perfumers,
chemists, proprietors of clubs, baths,. dressing moms, laundries, reading,
writing and newspapers rooms, libraries, grounds and places of amusement
recreation sport, entertainment and instructions of all kinds, tobacco, cigar and
cigarettes, merchants, agents for railways and shipping companies and carriers,
theatrical and opera box office proprietors and general agents, and other

‐4‐
 business which can conveniently be carried on in connection therewith.

29. To erect and build abattoirs, freezing houses, ware-houses, sheds, and other
buildings necessary or expedient for the purpose of the company.

30. To search for, inspect, examine and explore, work, take on lease, purchase or
otherwise acquire, lands and places which may seem to the company capable of
affording supply of suitable mineral, and to establish, utilize and turn to account
pumping stations, pipelines and other works and conveniences suitable for the
purpose.

31. To carry on business as timber merchants, saw mill proprietors, and timber
growers, and to buy, sell, grow, prepare for market manipulate, import export
and deal in timber and wood of all kinds, and to manufacture in article of all kinds
in the manufacture of which timber or wood is used, any to carry on business as
general merchants, and to buy, clear, plant and work timber estates and to carry
on any business which may seem to the company capable of being conveniently
carried on in connection with any of the above or calculated directly or indirectly
or render profitable or enhance the value of the company's property or rights for
the time being.

32. To carry on the business of general manufacturers and to manufacture, buy, sell,
and deal in commodities apparatus, machinery materials and articles of all kinds.

33. To carry on the business of shipping agents and clearing and forwarding agents.

34. To carry on all or any of the business of manufacturers, buyers, and sellers, of
and dealers in textiles, cloth canvas, paulins carpets, webbing belting and all
other kinds of woven fabrics, ropes and yarn, linoleums and other coverings,
boots, shoes, and all articles of wear, paper, pulp, cardboard packages and
containers, insulators and insulating materials of all kinds, plastics and all
mouldable or formative substances and all such other goods, products,
merchandise, and things as are or may be made capable of use with or in any
manner by means of jute or other fibrous materials.

35. To carry on the business of manufacturers, of and dealers in chemical products

of any nature and kind whatsoever and as wholesale and retail chemists and
druggists, analytical chemists, drysalters, oil and colour men, importers,
exporters, and manufacturers of and dealers in heavy chemicals, alkalis acids,
drugs, tanins, essences pharmaceutical, photographic, sizing, medical,
chemical, industrial and other waters, cements, oils, paints, pigment and
varnishes, compounds, drugs, dyestuffs, organic or mineral intermediates, paint
and color grinders makers and dealers in proprietory articles of all kinds, and of
electrical, chemical, photographical, surgical and scientific apparatus and
materials.

36. To carry on in Pakistan or else-where the business of manufacturers of and

dealers, whether, wholesale or retail in all kinds and descriptions of matches,
matchlights or other lighting appliances or apparatus whether composed or

‐5‐
 made in part or whole of or from any combustible or non-combustible
substances, materials or things whatsoever.

37. To carry on the business as manufacturers, of chemicals, distillers, dyemakers,

gas makers, metallurgists, engineers, ship owners and charterers and carriers
by land, sea and air, wharfingers, warehousemen, planters, farmers, saw mill
proprietors, timber merchants, sugar merchants, and to buy, sell, grow, prepare
for market, manipulate, import, export and deal in timber, wood and or produce
or products of the earth of all kinds and to manufacture and deal in articles of all
kinds in manufacture of which timber, wood or any such product is used.

38. To purchase, take on lease or otherwise acquire any lands, mines, mining rights,
mettaliferous, calcarious or any other land and any interest therein and to
explore, work, exercise, develop and to turn account the same.

39. To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate
and prepare for market all metal, cement, lime and mineral and calcareous
substances of all kinds and to carry on any other metallurgical operations
whatsoever.

40. To carry on the trade or business of manufacturers of and dealers in explosives,

ammunitions, fireworks and other explosives products and accessories of all
kinds and whatsoever composition for sporting, mining, industrial or for any
other purpose.

41. To carry on all or any of the business of engineers, iron, brass and other metal
founders, machinists, tool makers, wiredrawers, tube, pipe and tank
manufacturers, moulders, metallurgists and metal works, fitters, millrights,
galvanisers, japanners, electroplaters and anamellers.

42. To take on lease, hire, purchase erect or acquire by license or allotment or

otherwise linter machines and to carry on the business in all its branches.

43. To carry on the business of water works company in all its branches and sink
wells and shafts and to make build an construct, lay down and maintain dams,
reservoirs, water works, cisterns, culverts, filter beds, mains and other pipe and
appliances and to execute and do all other acts and things necessary or
convenient for obtaining, storing, delivering, measuring, distributing, and
dealing in water.

44. To own, prospect for, explore, acquire by lease, licence, purchase or otherwise,
open works, develop, and maintain natural deposits of Gypsum, calcium
carbonates, of all sorts, salts, brine, natrons, soda, keiselgnhr, nitrates cisterns,
and other chemical substances of all kinds to carry on and conduct the business
of working and getting and supplying to other persons such salt, brine, and other
substances.

45. To refine, treat and render marchantable and fit for use natural deposits of
Gypsum calcium carbonates of all sorts, salt, brine, natron, Soda, Keiselguhr,

‐6‐
 nitrates and other chemical substances of all kinds obtained as aforesaid and to
manufacture therefrom by any electrolytic, metallurgic, or other firms of plant of
process every kind of chemicals and other products and by-products.

46. To own, prospect for, explore, acquire by lease, licence, purchase, or otherwise,
open, work, develop and maintain clay and sand pits, slate stones and lime
stone quarries, coal mines, and mineral oil, nitrate and mining proprietors of all
kinds and to conduct the business of working and getting therefrom Clay, sand,
quarries substances, coal, copper, oil, nitrates and minerals of all kinds.

47. To manufacture, prepare and treat quarriable and mineral substances or

products of all kinds obtained aforesaid for sale or use for manufacturing,
building of any other purposes of process and manufacture therefrom every kind
of product.

48. To fix atmospheric nitrogen by the synthetic ammonia or by any other process
and to manufacture its derivative compounds.

49. To purchase, take on lease, or in exchange, or otherwise acquire, either

absolutely or by lease, licence, concession, grant or otherwise, any lands,
mines, mineral rights, easements, rights and privileges, and to search for ores
and minerals, mine and grant licensing for mining in or over any lands which may
be acquired by the company, and to lease out any such lands for buildings or
agricultural use, and to sell or otherwise dispose of the lands, mines or other
property of the company.

50. To work on mines or quarries and to find, get, work, crush, smelt, manufacture or
otherwise deal with limestones, chalk, clay, ores, metals, minerals oil, precious
and other stones or deposits and generally to carry on the business of mining in
all branches.

51. To acquire by concession, grant, purchase, barter, lease, licence, or otherwise

any tract or country in Pakistan or elsewhere with such or owners thereof and to
expand such sums of money as may be deemed requisite and advisable in the
exploration, survey and development thereof.

52. To acquire by concession, grant, purchase, amalgamation barter, lease, licence,

allotments, or otherwise, either absolutely or conditionally and either solely or
jointly with others, houses, building, lands, farms quarries, water rights, way
leaves and other works privilege rights and hereditaments, and, any machinery
plant utensils, marks and others moveable and immoveable property of any
description.

53. To carry on the business of railway, tramway, omni bus, van, carriage and boat
proprietors and carries of passengers and goods by land sea or air.

54. To search for and to purchase or otherwise acquire from any Government state
or Authority any licences, concessions, grant, decrees, rights, powers and
privileges whatsoever which may seem to the company capable of being turned

‐7‐
 to account and in particular water rights or concessions either for purpose of
obtaining motive powers or otherwise and to work, develop, carryout, exercise
and turn to account the same.

55. To manufacture, acquire, produce, use, sell and supply gas and electricity for
lighting, heating or power purposes and to deal with manufacture and render
saleable all residual products, obtained in the manufacture of gas.

56. To carry on the business of telephone and telegraph company, and in particular
to establish, work, manage control and regulate telephone exchange and works
and to transmit and facilitate the transmission of telephonic communications and
message subject to the approval of the Federal Government.

57. To establish, provide, maintain and conduct or otherwise subside research

laboratories and experimental workshop for scientific and technical research
and experiments, and undertake and carry on all scientific and technical
researches, experiments, and tests of all kinds to promote studies and research
both scientific and technical investigation and invention by providing subsidising
or assisting laboratories, workshop, libraries, lectures, meetings, and
conferences and by providing, the remunerations of scientific or technical
professors or teachers and by providing for the award of exhibition scholarships,
prize, grants and bursaries to students or independent students or otherwise
and generally to encourage, promote, and reward studies, researches,
investigations, experiments, tests and inventions of any kind that may be
considered likely to assist any of the business which the company is authorised
to carry on.

58. To carry on, erect, construct, unlace, alter and maintain buildings and structures
of every kind necessary or convenient for the company's business.

59. To acquire, be interested in, construct, maintain carry out, improve, work, alter,
control and manage any tram-way tunnel, waterworks, water rights, railway,
steam boats, canals, irrigation works, gas works, reservoirs, furnaces, stamping
works, smelting works, factories, warehouses and other works and
conveniences which the company may think conducive to and of its objects, and
to contribute to and take part in construction, maintaining, carrying on
improving working, controlling and managing of any such works of
conveniences.

60. To let on hire all or any of the property of the company whether immoveable or
moveable including all or every description of apparatus or appliances and to
hold, use, cultivate, work, manage, improve, carry on and develop the
undertaking land immoveable property and assets of any kind of the company or
any part thereof.

61. To apply for, purchase or by any means acquire and protect, prolong and renew,
whether in Pakistan or elsewhere any trade marks, patents, rights, prevets,
invention, licences, protections, concessions and the like conferring any
exclusive or nonexclusive or limited right to use or any secret or other information

‐8‐
 as to an invention which may seem capable of being used for any of the
purposes of the company or the acquisition of which may seem calculated,
directly or indirectly to, benefit the company and to use, exercise, develop or
grant licences in respects of or otherwise turn to account the property, rights of
information so acquired.

62. To buy, sell, manufacture, refine, make up, manipulate, import, export, store,
warehouses, repair, convert, hire, let on hire, alter, charter, grow treat, prepare for
the market, exchange and deal, both whole-sale, and retail, in commodities,
substances, apparatus articles and things of all kinds capable of being used or
which can dealt in by the company in connection with of its objects.

63. To carry on any other trade or business whether manufacturing or otherwise

which may seem to the company capable of being carried or in connection with
any of the Company’s objects, or calculated directly or indirectly or enhance the
value of render profitable any of the company’s property or rights.

64. To pay for any properties, rights or privileges acquired by the company either in
shares of the company or partly in shares and partly in cash, or otherwise.

65. To pay all the costs, charges, and expenses if any incidental to the promotion
formation, registration and establishment of the company and the issue of its
capital including any underwriting or other commission, brokers fees and
charges in connection therewith and to remunerate or make donations (by cash
or other assets by allotment of fully paid shares or by a call or option on shares,
debenture. stock or securities of this or any other company, or in any other
manner, whether out of the company's capital or profits or otherwise) to any
person, firm or company for services rendered or to be rendered in introducing
any property or business of the company or in placing or assisting to place or
guaranteeing the subscription of any shares, debentures, debenture stock or
other securities of the company, or in or about the formation or promotion of the
company or for any other reason which the company may think proper.

66. To enter into any arrangements with any government or authority municipal,
local or otherwise that may seem conducive to the Company's objects or any of
them and to obtain from any such Govt. or authority, any rights, privileges, and
concessions which the company may think if desireable to obtain and to carry
out, execute and comply any such arrangements, rights, privileges and
concessions.

67. To sell, improve, manage, work, develop, lease, mortgage, abandon, or

otherwise deal with all or any part of the property rights and concessions of the
Company.

68. To create reserve fund, sinking fund, insurance fund, or any special or other fund
whether for depreciation, or for repairing, improving, extending or maintaining
any of the property of the company or for redemption of debentures or debenture
stock or for any other purpose whatsoever conducive to the interest of the
Company or the employees of the Company and to get such fund approved by

‐9‐
 the appropriate authority if so required by any law enforced for the time being.

69. To construct, carry out, maintain, improve, manage, work, control, and
superintend, any huts, market, reservoirs, water works, tanks, bridges and
words in connections therewith, hydraulic works, electrical works, and factories,
coolies lines and houses, directly or indirectly conducive to any of the objects of
the company and to contribute, subsidies or otherwise take part in any such
operations.

70. To undertake and execute any trust, the undertaking of which may seem to the
company desirable, and either gratuitously or otherwise.

71. To provide for the welfare of the employees or employees of the company and
the wives and families of the dependents or connections of such persons by
building of contribution to the building of houses, dwellings of chairs or grants of
money, gratuities, pensions, allowances, bonuses, prepayments towards insurance
or other payments or by creating and from time to time subscribing or
contributing to provident funds and associations, institutions, funds or trust and
by providing or subscribing or contributing or toward places of instruction, and
recreation, hospitals, and dispensaries medical and other attendance and other
assistance as the company shall think fit, and to subscribe or otherwise to assist
or to guarantee money to charitable, benevolent, religious, scientific, national or
other institutions, or objects, which shall have any moral or other claim to support
or aid by the company either by reason of locality or operations or public and
general utility or otherwise.

72. To place to reserve or to distribute as dividend or bonus among the members as

the company from time to time thinks fit.

73. To adopt such means of making known the products of the Company as may
seem expedient and in particulars by advertising in the press, by circulars, by
purchase and exhibition of works of arts or interest by publication of books and
periodicals, granting prizes, rewards and donations.

74. To distribute any of the property of the company amongst the members in specie
or kind but so that no distribution amounting to a reduction of capital be made
except with the sanction (if any) for the time being required by law.

75. To delicate, present or otherwise dispose of either voluntarily or for value any
property of the company deemed to be of national, public or local interest, to any
national trust, public body, museum, corporation, or authority or any trustees for
or on behalf of any of the same or of the public.

76. To appropriate, use or layout land belonging to the company, for streets, parks,
pleasure grounds, allotments and other conveniences and to present any such
land out to the public or to any persons or company conditionally or
unconditionally as the company thinks fit.

77. To aid peculiarly or otherwise, any association, body or movement having an

‐10‐
 object for the solution, settlement or surmounting of industrial or labour
problems or the promotion of industry or trade.

78. To·procure the company to be registered in any country or place outside

Pakistan.

79. To do all or any of the things herein before authorized in any part of the world
either alone or in conjunction with other or as factors, trustees or agents for
others residing in any part of the world or by or through factors, trustees and
agents appointed in any part of the world.

80. And generally to do and perform all such other acts and things as may be
incidental or conducive to the attainment of the above objects or any of them.
And it is hereby declared that the word Company (save when used in reference
to this company) in this clause shall be deemed to include any partnership or
other persons whether incorporated or not and wherever domiciled and that
the objects set forth in any such clause or this clause shall not except when the
context expressly so required, be in anywise limited or restricted by reference
to or inference from the terms of any other sub clause or by the name of
Company. None of such clause, or the objects therein specified of the
powers thereby conferred shall be deemed subsidiary or auxiliary. And the
company shall have full powers to exercise from time to time all or any of the
powers conferred by any part of any sub clause of this clause in any parts of the
world.

IV. The liability of the members is limited.

V. The authorized share capital of the Company is Rs. 3,000,000,000 (Rupees Three
Billion) divided into 300,000,000 ordinary shares of Rs. 10 (Rupees ten) each with the
powers to increase or reduce the capital and to divide the share capital into different
classes consisting of ordinary shares only.

‐11‐
 We, the several persons, whose names and addresses are subscribed, are desirous of
being formed into a company in pursuance of these Memorandum of Association and we
respectively agree to take the number of shares in the capital of the company set opposite to our
respective names.

Names, and addresses and Number of Signature Names, addresses

description of shares taken of and description of
subscribers by each subscribers witnesses of these
subscriber signatures

1. Mr. Aslam Iqbal

Chairman
State Cement Corporation
of Pakistan Ltd., Lahore. One -Sd-

2. Mr. A. Ghafoor Mirza

Director Planning & Finance
State Cement Corporation
of Pakistan Ltd., Lahore. One -Sd-

3. Mr. G. M. Minhas
Director Projects
State Cement Corporation
-Sd-
of Pakistan Ltd., Lahore. One -Sd-
Abdul Jabbar Butt
4. Mr. Mohammad Hanif
Manager (Project
General Manager Finance
Accounts)
State Cement Corporation
State Cement
of Pakistan Ltd., Lahore. One -Sd-
Corporation of
Pakistan Ltd.,
5. Mr. Mubashir A. Malik
Lahore.
General Manager Operation
State Cement Corporation
of Pakistan Ltd., Lahore. One -Sd-

6. Mr. Sarwat Jamil Khan

Managing Director
D. G. Khan Cement
Company Limited. One -Sd-

7. Mr. Fazalur Rehman

General Manager
Kohat Cement Project,
Kohat. One -Sd-

Dated this 29th Day of April, 1980

‐12‐
 THE COMPANIES ORDINANCE, 1984

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

KOHAT CEMENT COMPANY LIMITED

PRELIMINARY

1. The marginal notes hereto shall not effect the construction hereof and these Interpretation
presents unless there be something in the subject or context inconsistent
therewith.

"The Company" means KOHAT CEMENT COMPANY LIMITED.

"The Ordinance" means the Companies Ordinance, 1984 or any modification or

re-enactment thereof for the time being in force.

"The Commission" means the Securities and Exchange Commission of Pakistan

established under the Securities & Exchange Commission of Pakistan Act 1997.

"The Directors" mean the Directors of the Company for the time being, or the
Directors assembled at a Board.

"The Office" means the Registered Office for the time being of the Company.

"These Presents" means these Articles of Association as originally framed or as

altered from time to time by Special Resolution.

"The Register" and "Index" means the Register of Members and Index of their
names to be kept pursuant to Section 147 of the Ordinance.

"Special Resolution" has the meaning assigned thereto by Section 2(1) (36) of
the Ordinance.

"The Seal” means the Common Seal of the Company.

"Chief Executive" means the person as defined in Section 2(1)(6) and as

appointed under Section 198 of the Ordinance.

"Secretary" includes (subject to the provisions of the Ordinance) an Assistant or

Deputy Secretary and any person appointed by the Directors to perform any of
the Duties of the Secretary.

1
 "Debenture" includes participation term certificate and term finance certificate.

“Persons" includes the Government of Pakistan, the Governments of the

provinces of Pakistan, Corporations, Associations and Firms, as well as
individuals.

"Member" means any shareholder of the Company as defined in Section 2(1)(21)

of the Ordinance.

"Month" means calendar month according to the English Calendar.

"Proxy" means the appointee as defined in Section 161 of the ordinance and in
Article 73 hereof.

"In Writing" and “Written" includes printing, lithography, stamped, typewritten,

writing, and other modes of representing or reproducing words in visible form.

“Words” importing the singular number also include the plural number and vice
versa.

“Words” importing the singular number also include the feminine gender.

2. Save as reproduced herein, the regulations contained in Table 'A' in the first Table ‘A’
Schedule to the Ordinance shall not apply to the Company. excluded

3. Subject to Section 95A of the Ordinance and any Rule in that regard made under Purchase of
the Ordinance, the Company if it is a listed company may purchase its own Company’s own
shares on such terms and in such manner as may be provided in the said section Shares
and rules.

Except as aforesaid no part of the funds of the Company shall be employed in

purchase of its own shares.

4. Except as permitted in Section 95 and Section 95A of the Ordinance and any Funds not be
Rules in that regard made under the Ordinance, no part of the funds of the employed for the
Company shall be employed in purchase of its own shares or in giving, whether purchase of
directly or indirectly and whether by means of a loan, guarantee, security or company’s
otherwise, any financial assistance for the purpose of or in connection with a shares
purchase made or to be made by any person of or any shares in the Company.

CAPITAL

5. The Company may from time to time by ordinary resolution increase, Shares
consolidate, sub-divide, cancel or otherwise re-organize the share capital of the
Company subject to the provisions of the Companies Ordinance, 1984.
Moreover, the Company may, by special resolution, reduce its share capital in
any manner and with, and subject to, any incident authorized and consent
required by law.

2
6. If the Company shall offer any of its shares to the public no allotment thereof
shall be made, unless the amount minimum stated in the prospectus as the
minimum amount as subscription, in the opinion of the directors must be raised
by the issue of the share capital in order to provide the sum or. if any part thereof
is to be defrayed in any other manner the balance of the sum required to be
provided in respect of the matters specified in clause 5 of Section 1 of Part 1 of
the 2nd Schedule to the Ordinance has been subscribed and the total sum has
been paid to, or received in cash, by the Company, and the Directors shall
otherwise comply with the requirement of that section; but this provision shall no
longer apply after the first allotment of shares offered to the public for
subscription.

And if the Company shall propose to commence business on the footing of a

statement in lieu of prospectus, the Directors shall not make any allotment of
shares payable in cash unless the minimum subscription of Rs. 500,000/- is
received by the Company.

7. Subject to the provisions of these Articles and to the provisions of Section 86 of Shares under
the Ordinance the shares shall be under the control of the Directors, who may the control of
allot or otherwise dispose of the same to such persons on such terms and directors
conditions and either at a premium or at par and at such time as the Directors
think fit and with full power to give to any person the call of any shares either at
par or at a premium for such time and for such consideration as the Directors
think fit unless the Company shall in General Meeting decide upon the issue of
such shares on other terms.

8. The Directors shall, as regards any allotment of shares, duly comply with such of Return as to
the provisions of Section 67 to 73 of the Ordinance, as may be applicable allotments
thereto.

9. If and whenever as a result of any issue of new shares or any consolidation or Fractional
sub-division of shares, any member becomes entitled to hold shares in fractions, shares
the Directors shall not be required to issue such fractional shares and shall be
entitled to sell whole shares at a reasonable price and pay and distribute to and
amongst the members entitled to such fractional shares in due proportion the net
proceeds of the sale thereof. For the purpose of giving effect to any such sale
the Directors may authorize any person to transfer the shares sold to the
purchaser thereof and the purchaser shall be registered as the holder of the
shares composed in any such transfer and he shall not be entitled to see to the
application of the purchase money nor shall his title to the shares be effected by
the irregularity or invalidity in the proceedings in reference to the sale.

10. Subject to the provisions of the Ordinance and these Articles, the Directors may Issue of shares
allot and issue shares in the capital of the Company as payment or pert payment against property
for any property sold or transferred, goods, or machinery supplied, or for services sold to the
rendered to the Company in the conduct of the business or affairs, and any company
shares, which may be so allotted, may be issued as fully paid up shares and, if
so issued, shall be deemed to be fully paid up shares.

3
11. With the previous sanction of Company in General Meeting and the sanction of Shares at a
the Commission and upon otherwise complying with Section 84 of the Ordinance discount
it shall be lawful for the Directors to issue at a discount shares of a class already
issued.

12. The Company shall not issue partly paid shares. Fully paid
shares

13. The Company may issue ordinary shares or grant option to convert into ordinary Shares in lieu of
shares against debentures in the manner provided in Section 87 of the debentures
Ordinance.

14. The company may, at any time when shares or debentures are offered for Commission &
allotment or for sale, pay commission to any person for subscribing or agreeing brokerage
to subscribe (whether absolutely or conditionally) for any shares, or debentures
of the Company, or procuring or agreeing to procure subscription (whether
absolute or conditional) for any shares, or debentures of the Company, but so
that the statutory conditions and requirement as prescribed in Section 82 of the
Ordinance shall be observed and complied with, and the rate of such
commission shall not exceed the rate, if any, fixed by the Commission. The
Company may also pay brokerage is respect of any subscription for shares or
debentures at a rate which shall not exceed the rate, if any, fixed by the
Commission.

15. Every shareholder shall name to the company, a place be registered as his Address of
address and such address shall for all purposes be deemed to be his registered shareholder
address for the purpose of the company.

16. The Company shall not, save as ordered by a Court of competent jurisdiction, be Company not
bound to recognize (even when having notice thereof) any benami, equitable bound to
contingent: future or partial interest in any shares, or any other right in respect of recognize
a share except an absolute right thereto in the person or persons from time to interest in share
time being registered as the holder or holders thereof.

17. Shares may be registered in the name of any person, a limited company or Shares may be
corporate body, the governments of Pakistan, its nominees, the Governments of registered in the
the Provinces of Pakistan, their nominees, but not In the name of a minor. name of

CERTIFICATES

18. Every person whose name is entered as a member in the register of members Certificate of
shall, without payment, be entitled to receive, within ninety days after allotment or shares &
within forty five days of the application for registration of transfer, one certificate members right
for all the shares registered in his name, or several certificates at the discretion
of the Directors. Every certificate of shares shall specify the number and the
distinctive serial numbers of the shares in respect of which it is issued and the

4
 amount paid up thereon. The certificates of title to shares and duplicate thereof
when necessary shall be issued under the Seal of the Company and shall be
signed by two Directors or by one Director and the Secretary or by the Chief
Executive and Secretary.

19. If any certificate be worn out or defaced then upon production thereof to the As to issue of
Directors, they may order the same to be canceled. and may issue a new new certificate
certificate in lieu thereof, and if any certificate be lost or destroyed then, upon of one defaced,
enquiry and / or proof thereof to the satisfaction of the Directors and on such lost or destroyed
indemnity as the Directors deem adequate being given, a new certificate in lieu
thereof shall be given to the registered holder of the share to which such lost or
destroyed certificate shall relate. Such certificate shall be issued within forty five
days of the application or in case of refusal to so issue for any reasonable cause,
the Company shall notify to the applicant the reason for refusal within thirty days
from the date of the application.

20. For every certificate issued under the last preceding Article there shall be paid to Fee
the Company the sum as the Directors may determine together with a sum equal
to all the actual expenses incidental to the investigation by the Company of the
title and evidence of such destruction or loss and to such indemnity.

21. The Certificate in respect of shares registered in the names of two or more Certificate of
persons, shall, unless otherwise directed by them, be delivered, to the person shares
first named in the register. registered in the
name of more
than one person

TRANSFER OF SHARES

22. Subject to the provisions of Section 76 of the Ordinance. the transfer of shares Instrument of
shall be effected by an instrument in writing in the usual common form, modified transfer to be
so as to suit the circumstances of the parties and shall be executed both by the executed by
transferor and the transferee and duly stamped according to law, whose transferor and
execution shall be attested by at least one witness, who shall add his address transferee and
and occupation and the transferor shall be deemed to remain the holder of such stamped
shares until the name of the transferee shall have been entered in the register of
members in respect thereof.

Specimen of such form is as under:

I ……………………..….. of …………………….. in consideration of the sum of

rupees ………………….……..…… paid to me by ……………………………… of
.................................... (hereinafter called "the transferee"), do hereby transfer
to the said transferee ………………………………………. The shares (or shares)
numbered …………………………… to …………………………… inclusive, in the
Kohat Cement Company Limited, to hold unto the said transferee, his executors,
administrators and assigns, subject to the several conditions on which I held the
same at the time of the execution hereof, and I, the said transferee, do hereby

5
 agree to take the said share (or shares) subject to the conditions aforesaid

As witness our hands this……………………. day of ………………………………..

Witness ……………………………………
Signature

Signature …………………… dated Transferor

Full Address

Witness Signature………………………….
Transferee

Signature…………………………… Full Name, Father’s/

Husband ,s Name

Full Address…………………………. Nationality,

Occupation and full Address
of Transferee.

23. Every instrument of transfer shall be deposited with the Company and no transfer Condition of
shall be registered until such instrument has been deposited together with the registration of
certificate of the shares to be transferred and together with any other evidence transfer
the Company may require to prove the title of the transferee and to his right to
the transfer of shares. All instruments of transfer which shall be registered shall
be retained by the Company for a period of three years thereafter they may be
destroyed.

24. The Company shall incur no liability or responsibility whatsoever in consequence The company
of its registering or giving effect to any transfer of shares made or purporting to not liable for
be made by an apparent legal owner thereof (as shown or appearing in the disregard of
Register) to the prejudice of persons having or claiming any equitable right, title notice
or interest in the same shares, notwithstanding that the Company may have had prohibiting
notice of such equitable right, title or interest or notice prohibiting registration of transfer
such transfer, and may have entered such notice or referred thereto in any book
of the Company, and the Company shall not be bound or required to regard or
attend or give effect to any notice, which may be given to it or any equitable right,
title or interest, or be under any liability whatsoever for refusing or neglecting so,
to do though it may have been entered or referred to in some book of the
Company, the company shall, nevertheless, be at liberty to have regard and.
attend to such notice, and give effect thereto, if the Directors shall think fit.

25. The Directors shall not refuse to transfer any fully paid shares or debentures of Restriction on
the Company, unless the transfer deed is for any reason defective or invalid transfer
provided the company shall within thirty days from the date on which the
instrument of transfer was lodged with it, notify the defect or invalidity to the
transferee who shall, after the removal thereof be entitled to re-lodge the transfer
deed with the Company. Upon such re-Iodgment, the Company shall, within thirty
days thereof register such transfer in favour of the transferee, if satisfied about
removal of such defect or invalidity.

6
26. Where a transfer deed is lost or destroyed or mutilated before its lodgment, the Loss of Transfer
Company may on an application made by the transferee and bearing the stamp Deed
required by an instrument of transfer, register the transfer of share or
debentures if transferee proves such loss, destruction or mutilation to the
satisfaction of the Company.

27. The Directors may on giving not less than seven days previous notice by Transfer book
advertisement in some newspaper having circulation in the district in which the when closed
office of the company is situated, and also in newspaper in Karachi / Lahore /
Islamabad where the Stock Exchange on which the company is listed are
situated, close the Register of member for any time or times, not exceeding in
the whole forty five days in each year but not exceeding thirty days at a time.

TRANSMISSION OF SHARES

28. In case of the death of a Member, the survivor, where the deceased was a joint Title to shares of
holder, and the executors or administrators of the deceased or the holder of a deceased
Succession Certificate, where he was a sole or only surviving holder, shall be the member
only persons recognized by the Company as having any title to his shares.
(subject to Article 30 below). Provided, however, that the Company shall not be
bound to recognize such executors or administrators unless they shall have first
obtained Probate or Letters of Administrators or a Succession Certificate, as the
case may be. Provided, however, that in any case the Directors may in their
absolute discretion dispense with such production of Probate or Letters of
Administration or Succession Certificate on such terms as to indemnity or
otherwise, as they may think fit, and under the next Article register the name of
any person who claims to be absolutely entitled to the shares standing in the
name of deceased Member

29. Any person becoming entitled to shares in consequence of the death or Registration of
insolvency of any member or by any lawful means other than by a transfer in persons entitled
accordance with these presents, upon producing such evidence that he sustains to shares
the capacity in respect of which he proposes to act under this Article or of this otherwise than
title as may be required by the Directors and giving such indemnity as the by transfer
directors think fit, shall either be registered himself as the holder of such shares
or elect to have some person nominated by him and approved by the Directors
registered as the transferee thereof.

30. The company shall act in accordance with the provisions of Section 80 of the Nomination by
Ordinance, if and when a member deposits with the Company a nomination Shareholder
conferring on one or more persons the right to acquire the interest in the shares
specified therein in the event of his death.

31. The Directors shall have the same right to refuse to register a person entitled by Director may
transmission to any share or his nominee and for the same reason as if he was refuse to
the transferee named in an ordinary instrument of transfer presented for register
registration. transmission

7
32. There shall be paid to the Company in respect of every transmission of share Fee on transfer
such fee as the Directors may from time to time prescribe. & transmission

INCREASE AND REDUCTION OF CAPITAL

33. Subject to Section 92 of the ordinance, the company in General Meeting may, The Company
by ordinary resolution from time to time, increase the capital by creation of may increase
shares of such amount as may be deemed expedient. the capital

34. Subject to the Resolution in General Meeting sanctioning the increase of Share Further issue of
Capital, the Directors shall offer all new shares to the members in proportion to capital by
the existing shares held by each member (irrespective of class) and such offer directors
shall be made by notice specifying the number of shares to which the member is
entitled and limiting a time within which the offer, if not accepted, will be deemed
to be declined and after expiration of such time or on receipt of any intimation
from the member to whom such notice is given that he declines to accept the
shares offered, the Directors shall offer the unsubscribed part to anyone or more
institutions as may be specified by the Commission and if the said institutions do
not subscribe to the whole or any part of the offer, the Directors may dispose of
the same to such person or persons, companies or corporations, Government of
Pakistan or Provincial Governments, whether Members or not, subject to the
provisions of the Ordinance in such manner as they in their absolute discretion
think fit.

35. Except so far as provided by the conditions of issue or by these Articles, any New capital to
capital raised by the creation of new shares shall be considered part of the be treated as
original ordinary capital and shall be subject to the provisions contained in these part of the
Articles and the Provisions of the Ordinance. original

36. The Company, may, subject to confirmation by the Court and subject to the Reduction of
provisions contained in section 96 to 107 of the Ordinance, from time to lime, by capital etc.
Special Resolution reduce its capital by paying off capital or canceling capital
which has been lost or is unrepresented by available assets, or otherwise as may
seem expedient.

37. Notwithstanding any rights conferred on members, the Company shall have the Capitalization
following powers:

a) The Company may from time to time by resolution passed in General

Meeting, capitalize any sum or sums forming part of any undivided
profits of the Company, whether or not standing to the credit of any
reserve, and direct the appropriation of the sum or sums so capitalized to
be divided amongst the members of the Company who should have
been entitled thereto if the same were distributed by way of dividend,
and provide for the distribution of such capitalized profits by way of
capital distribution by directing that the same shall be used to pay up any
unissued shares of the Company of any denomination or denominations

8
 on behalf of such members, and that the shares so paid up shall be
distributed as capital amongst such members in proportion to the amount
which would have been received by them, if such profits had been
distributed by way of dividend, as aforesaid, and in satisfaction of their
shares and interests in the sum or sums so capitalized as aforesaid.
Only fully paid-up shares shall be issued under this Article.

b) Where any difficulty arises with regard to any distribution to be made as

aforesaid, the Directors may settle the same as they may think expedient
and in particular may issue fractional certificates, fix the value for
distribution of any shares constituting fractional certificates or any part
thereof, and may, in order to adjust the rights of all parties, determine
that cash payments shall be made to any member upon the footing of
the value so fixed and may vest any such shares in trustees upon such
trusts for the persons entitled to share in the distribution of any of them
as may seem expedient to the Directors.

c) Where requisite, the directors may appoint any persons to sign a

contract for allotment and acceptance on behalf of the person entitled to
share in any such distribution as aforesaid, or any of them, and such
appointment shall constitute the persons so appointed the agent of the
persons entitled for the purpose of executing the contract.

CONSOLIDATION AND SUB-DIVISION OF SHARES

38. The Company shall have only ordinary share capital and may by ordinary Sub-division &
resolution: consolidation of
shares
a) Consolidate and divide its share capital into shares of larger amount than
its existing shares;

b) Sub-divide its existing shares or any of them into share of smaller

amount than is fixed by the Memorandum of Association, subject,
nevertheless, to the provisions of Section 92 of the Ordinance;

c) Cancel any shares which, at the date of passing of the resolution have
not been taken or agreed to be taken by any person.

39. The company and Directors, as the case may be, shall comply with the Statutory
provisions of the Ordinance regarding investments in the associated companies restrictions
and undertaking for holding investments in its own name, for forms of the
contracts, regarding execution of deeds, concerning disclosure of interest by the
Directors, regarding disclosure of interest of Officers other than Director
regarding non-participation of the interested directors in the proceedings,
regarding disclosure to members of Directors' interest in contract appointing
Chief Executive or Secretary, regarding submission of statements of beneficial
owners, if any, of listed securities concerning short selling, regarding gains if any
of the Directors and Officers of securities, regarding contracts by agents of the
company in which it is un-disclosed principal and concerning securities and
deposits.

9
 BORROWING POWERS

40. The Directors may from time to time at their discretion obtain finance as defined Directors may
in the Banking Tribunal Ordinance, 1984 or otherwise raise or borrow money I borrow
term capital, participatory redeemable capital from Banks, Financial Institutions
or from any other institution and secure the payment of any such sum or sums of
money borrowed and to mortgage, or charge its undertaking, property and
uncalled capital or any part thereof and to issue participation Term Certificate,
Term Finance Certificate, Modarba I Musharika, Debenture, Stock or any other
type of security permitted by law and may themselves lend to the Company on
security or otherwise .

41. The Directors may raise or secure the payment or re-payment of any sum or Directors may
sums in such manner and upon such terms and conditions in all respects as they secure loans
think fit and in particular by the creation of any mortgage or charge on the
undertaking of the whole or any part of the property, present or future or by the
issue of bonds, perpetual or redeemable, debentures or debenture-stock of the
Company charged upon all or any part of the property of the Company, both
present and future.

42. The Directors shall cause a proper register to be kept in accordance with Section Register of
125 of the Ordinance, of all the mortgages and charges specifically affecting the mortgages to be
property of the Company, and shall duly comply with the requirements of Section kept
121, 122 and 129 of the ordinance, in regard to registration of the mortgages
and charges therein specified and otherwise and shall also duly comply with the
requirement of section 130 of the ordinance, as to keeping a copy of every
instrument creating any mortgage or charge by the company at the office, and
the requirement of section 132 of the ordinance, as to giving intimation of the
payment or satisfaction of any charge or mortgage created by the Company.

43. Debentures, debenture-stock, bonds and other securities may be made Securities may
assignable free from any equities between the Company and the person to be assignable
whom the same may be issued. free from
equities

44. Every register of members and debenture holders of the Company, including the Register of
index referred to in Section 149 of the Ordinance and the Register of the Annual holder of
List of Members as provided in Section 156(4) of the Ordinance shall be kept at debentures and
the registered office of the Company, and during the business hours, subject to members
such reasonable restrictions, as the Company, in General Meeting may impose,
so that not less than two hours in each day be allowed for inspection, be open to
the inspection of members or debenture holders gratis and to the inspection of
any other person on payment of such amount not exceeding the prescribed
amount as the Company may fix; and any such member, debenture holder or
other person may make extracts therefrom.

10
45. The Company may, on giving not less than seven days previous notice by Register of
advertisement in some newspaper where the registered office of the Company is debenture
situated, close the register of debenture holders or of members, as the case may holder &
be, for any time or times not exceeding in the whole forty five days in a year and members may
not exceeding thirty days at a time. be closed

46. With regard to transfer of debentures and refusal to transfer, the conditions of Instrument of
article 22 to 26 and section 76 to 81 of ordinance shall be complied with. transfer of
debentures &
refusal to
transfer

47. The Company shall comply with the provisions of Section 136 of the Ordinance Inspection of
as to allowing inspection of copies kept at the office in pursuance of Section 130 copies of
of the Ordinance, and as to allowing inspection of the register of mortgages to be mortgages &
kept at the office in pursuance of Section 125 of the Ordinance. charges

48. The Company shall comply with the provisions of Section 113 of the Ordinance Supplying
as to supplying copies of the register of holders of debentures or of any trust copies of
deed for securing any issues of debentures. register of
holders of
debentures

49. The trustees for the debenture holders shall have the same right to receive and Rights of
inspect the balance sheets and profit and loss accounts of the Company and the trustees for
report of the auditors and other reports as is possessed by the holders of debenture
Ordinary Shares in the Company. holders to
balance sheet

RESERVES

50. The Board may from time to time set apart such portion of the profits of the Reserve Fund
Company as they think fit, as a reserve fund applicable at their discretion, with
the like sanction, for the liquidation of any debentures debts or other liabilities of
the Company, for equalization of dividends or for any other purpose of the
Company with full powers to employ the assets constituting the reserve fund in
the business of the Company, and without being bound to keep the same
separate from the other assets.

51. All moneys carried to the reserves shall remain profits of the Company and Moneys carried
subject to any stipulations to the contrary contained in any agreement entered to the reserves
into by the Company and any person and only after adequate provision has been shall remain
made for maintenance, actual loss or depreciation or otherwise in accordance profits of the
with sound accounting practice, shall be applicable for the payment of dividends, company
and such money and all the other moneys of the Company, not immediately
required for the purposes of the Company, may be invested by the Company on
or upon such investments or securities, as the directors may select or such

11
 moneys may be used as working capital or may be kept at any bank on deposit
or otherwise as the directors may from time to time think proper.

MEETINGS

52. (a) The Company shall hold in the town in which the registered office of the General Meeting
Company is situated, in addition to any other meeting, a General
Meeting, as its Annual General Meeting, within eighteen months from the
date of its incorporation and thereafter once at least in every calendar
year within the period as allowed under the Ordinance following the
close of its financial year and not more than fifteen months after the
holding of its last preceding Annual General Meeting.

(b) The notice of an Annual General Meeting shall be sent to the

Shareholders at least twenty one days before the date fixed for the
meeting, and such notice, in addition to its being dispatched in the
normal course, shall also be published at least in one issue each of a
daily newspaper in English language and a daily newspaper in Urdu
language having circulation in the Province in which the Stock Exchange
on which the Company is listed, is situated.

53. The General Meetings referred to in the last preceding Article shall be called Distinction
Annual General Meetings. All other meetings of the Company shall be called between annual
Extraordinary General Meetings. & extra ordinary
meetings

54. The Directors may, whenever they think fit, call an Extraordinary General When general
Meeting and an Extraordinary General Meeting shall also be called on such meetings to be
requisitions as provided by Section 159(2) of the Ordinance. Notice of the held
Extraordinary General Meeting shall be sent to the members at least twenty one
days before the date of the meeting and shall also be published in the manner
provided in Article 52(b).

55. The following provisions shall apply to the General Meetings of the Company or Provisions as to
Meetings of a class of members of the Company, namely: notices

(a) Notice of the meeting specifying the place and the days and hour of the
meeting along with statement of the business to be transacted at the
meeting shall be given:
(i) to every member of the Company;
(ii) to any person entitled to a share in consequence of death of a
member if the interest of such person is known to the company;
and
(iii) to the auditor or auditors of the Company in the manner in which
Notices are required to be served by Section 50, but the
accidental omission to give notice to, or the non-receipt of notice
by any member, shall not invalidate the proceedings at any
meeting:

12
 (b) Where any special business, that is to say business other than
consideration of the accounts, balance sheets and the reports of the
directors and auditors, the declaration of a dividend, the appointment
and fixation of remuneration of auditors, and the election or appointment
of directors, is to be transacted at a General Meeting, there shall be
annexed to the notice of the meeting statement setting out all material
facts concerning such business, including in particular, the nature and
extent of the interest, if any therein of every director, whether directly or
indirectly, and, where any item of business consists of the according of
any approval to any document by the meeting, the time when and the
place, where the document may be inspected, shall be specified in the
statement;

(c) Subject to the provisions of the Ordinance so far as they relate to the
election and appointment of Directors, the provisions clause of (b) shall
apply mutatis mutandis to a meeting where ordinary business, being
business other than special business, is to be transacted.

(d) With the notice for a meeting the Company shall send to the members
copies of draft resolutions, other than routine or procedural resolutions,
which are proposed for consideration in the meeting.

56. Where a General Meeting is requisitioned under Section 159(2) of the Requisition
Ordinance, the requisition must state the subject of the meeting and it must be
signed by the requisitionists and deposited at the Office and may consist of
several documents in like form each signed by one or more requisitionists.

57. If the Directors of the Company do not proceed to convene a meeting within Meeting
twenty one days from the date of the requisition, being so deposited, the convened by
requisitionists or a majority of them in value, may themselves convene a requisitionists
meeting, but any meeting so convened shall not be held after three months from
the date of deposit of the requisition.

58. Any meeting convened under the last preceding Article by the requisitionists shall Manner of
be convened in the same manner as nearly as possible to that by which convening
meetings are convened by the Directors, and such meeting shall be held at the meetings by
office. requisitionists

59. It shall not be requisite, in any event, to give notice of a General Meeting or other Shareholder
meeting to any shareholder who has not supplied to the Company a registered who has not
address. supplied
registered
address

PROCEEDINGS AT GENERAL MEETINGS

60. The business of an Annual Meeting shall be to receive, and consider the profit Business of
and loss account and balance sheet, the reports of the Directors and the annual meeting

13
 Auditors, to elect Directors, Auditors and others in place of those retiring in the
manner provided in Section 178 and 252 of the Ordinance, to declare dividends,
and to transact any other business which, under these presents, ought to be
transacted at an Annual Meeting, and any business which is brought under
consideration by the report of the Directors issued with the notice convening the
Meeting. All other business transacted at an Annual Meeting and all business
transacted at an Extraordinary General Meeting shall be deemed special.

61. At least ten members entitled to vote and present in person or by proxy of whom Quorum
at least three shall be present in person, representing not less than twenty five
per cent of the total voting power either of their own account or as proxy shall be
a quorum for General Meeting for all purposes.

62. If at the expiration of half an hour from the time appointed for the holding of a If quorum not
General Meeting a quorum be not present, the Meeting, if convened on the present meeting
requisition of shareholders, shall be dissolved and in every other case, shall
stand adjourned to the same day in the second following week at the same time
and place as was appointed for holding the General Meeting and if at such
adjourned meeting the quorum be not present, those Members who are present
and not being less than two shall be a quorum and they may transact the
business for which the meeting was called.

63. The Chairman, with the consent of the meeting, may adjourn any General The chairman
Meeting from time to time, and place to place, but no business shall be may adjourn any
transacted at any adjourned General Meeting other than the business left general meeting
unfinished at the General Meeting from which the adjournment took place and
which might have been transacted at that Meeting.

64. The chairman, if any, of the board shall preside as Chairman at a General The chairman of
Meeting. In default of such chairman, or if at any meeting; he is not present the Board of
within fifteen (15) minutes after the time appointed for holding the meeting or is Director to
unwilling to act as chairman, the member present choose one of the Director preside
present, or in default of such Director or if he is unwilling to act as Chairman, the
member present shall choose one of their members to be chairman of that
General Meeting.

65. Except where otherwise provided by the Ordinance or by these Articles every Motion how
question to be decided by any General Meeting shall, in the first instance, be decided
decided by a show of hands and in the case of an equality of votes the chairman
shall, both on a show of hands and at the poll, have a casting vote in addition to
the vote or votes to which he may be entitled as member.

66. At a General Meeting a resolution put to the vote in the Meeting shall be decided What is to be
on a show of hands, unless a poll is (before or on the declaration of the result of evidence of
the show of hands) demanded, in accordance with and subject to the provisions passing of a
of Section 167 of the Ordinance and unless a poll is so demanded, a declaration resolution where
by the chairman that a resolution has, on a show of hands, been carried, or poll not
carried unanimously, or by a particular majority, or lost, and an entry to the effect demanded

14
 in the book of the proceedings of the Company shall be conclusive evidence or
the fact, without proof of the number of proportion of the votes recorded in favour
of, or against, that resolution.

67. A poll demanded on the Election of the Chairman or on a question of Time of taking
adjournment shall be taken at such time, not more than fourteen days from the poll
day on which it is demanded, taken forthwith. A poll demanded on any other
question shall be as the Chairman of the meeting may direct. When a poll is
taken, the Chairman or his nominee and a representative of the members
demanding the poll shall scrutinize the votes given on the poll and the result shall
be announced by the Chairman. The demand for poll may be withdrawn at any
time by the person or persons who made the demand. Subject to the provisions
of these articles, the Chairman shall have power to regulate the manner in which
a poll shall be taken. The result of the poll shall be deemed to be the decision of
the meeting at which the poll was held. In case of any dispute as to the
admission or rejection of a vote on poll, the Chairman shall decide such dispute
and his decision shall be final and conclusive.

68. The demand of a poll shall not prevent the continuance of a meeting for the Business may
transaction of any other business proceed
notwithstanding
demand of a poll

VOTING OF MEMBERS

69. Subject to any right or restriction for the time being attached to any class or Voting of
classes of shares, on a show of hands every member present in person or by members
proxy shall have one vote except for election of Directors in which case the
provision of Article 86 herein shall apply. On a poll every member shall have
voting rights as are laid down in these Articles.

70. Any person entitled to shares under the transmission clause contained in Articles Voting in respect
28 and 29 may exercise the right to vote at any General Meeting in respect of of deceased &
such shares in the same manner as if he was the registered holder of such insolvent
shares, provided that forty eight hours at least before the time of holding the members
meeting or adjourned meeting, as the case may be, he shall satisfy the Board of
his right to such shares unless the Board shall have previously admitted his right
to vote at any meeting in respect thereof.

71. A member of unsound mind in respect of whom an Order has been made by any Voting rights of
Court having jurisdiction in lunacy may vote on a show of hands or on a poll lunatic members
through his committee, and such committee may, on a poll, vote by proxy
provided that such evidence as the Board may require of the authority of the
person claiming to vote shall have been deposited at the Office of the Company
not less than forty eight hours before the date of holding the meeting.

72. Where there are joint registered holders of any shares, any one of such persons Voting rights of

15
 may vote at any meeting, either personally or by proxy, in respect of such share
as if he was solely entitled thereto; and if more than one of such joint holders be joint holders
present at any meeting personally or by proxy, that one of the said persons so
present whose name stands first shall alone be entitled to vote in respect thereof.
Several executors or administrators of a deceased Member in whose name any
share stands shall, for the purposes of this Article be deemed joint holders
thereof.

73. Subject to the provisions of these Articles, votes may be given either personally Voting in person
or by proxy, but every proxy shall be appointed in writing under the hand of the or by proxy
appointer or his attorney or if such appointer is a corporation under its own
common seal or the hand of its attorney and any committee or guardian
representing a lunatic or a minor may appoint such a proxy.

74. i) No person shall act as proxy unless the instrument appointing him as Deposit of
proxy and the power of attorney or other authority (if any) under which it instrument of
is signed or a notarially certified copy of such power or authority shall appointment
have been deposited at the Office of the Company not less than forty-
eight hours before the time of holding the meeting at which he proposes
to vote, and in default, the instrument of proxy shall not be treated as
valid.
ii) A proxy shall also be a member of the Company who is qualified to vote.
However, in case of e-voting both members and non-members can be
appointed as proxy.
iii) A corporation or a company being a member of the Company may
appoint as proxy or as its representative under Section 162(1) of the
Ordinance any person to exercise in General Meetings the same powers
on behalf of the Corporation which he represents as that Corporation
could exercise if it were an individual member of the Company.
iv) A company which is a creditor of the Company may authorize any of its
officials or any other person to act as its representative at any meeting
of the Creditors of the Company held under the provisions of the
Ordinance or any other meeting to which it is entitled to attend in
pursuance of the provisions contained in any debenture or trust deed or
any other document and the person so authorized shall be entitled to
exercise the same powers as are available to the Company which he
represents.
v) The Federal Government, or a Provincial Government, as the case may
be, if a member of this Company, may appoint such person as it thinks
fit to act as its representative at any meeting of the Company or at any
meeting of any class of members of the Company.
vi) A person appointed to act as aforesaid shall, for the purposes of the
Ordinance, be deemed to be a member of the Company and shall be
entitled to exercise the same rights and powers, including the right to
appoint proxy, as the Federal Government or the Provincial Government,
as the case may be, may exercise as a member of the Company.

75. If any such instrument of appointment be confined to the object of appointing a Custody of the
proxy, agent or representative, it shall remain permanently, or for such time as instrument

16
 the Board may determine, in the custody of the Company; if embracing other
objects, a copy thereof, examined with the original, shall be delivered to the
Company to remain in the custody of the Company.

76. A vote given in accordance with terms of an instrument appointing a proxy When vote by
shall be valid notwithstanding the previous death of the principal, or revocation of proxy valid
the proxy or transfer of the share in respect of which the vote is given, provided though authority
no intimation in writing of the death; revocation or transfer shall have been revoked
received at the Office before the meeting.

77. Every ordinary instrument of proxy whether for a specified meeting or otherwise Form of proxy
shall be in writing in such from as shall from time to time have been prescribed
by the Board, and if no particular form shall have been prescribed them in the
following form:

KOHAT CEMENT COMPANY LIMITED

“I……………………………………………..of ………………….……. in the district

of ……………………………………... being a member of Kohat Cement
Company Limited, hereby appoint ……………………….. of ……………………..
as my proxy to vote for me and on my behalf at the (Annual, Extraordinary, as
the case may be) General Meeting of the Company to be held on the
………………………… Day of ……………………. and at any adjournment
thereof.”

78. No objection shall be made to the validity of any vote except at the meeting or Time of
poll at which such vote shall be tendered and every vote whether given objection by
personally or by an agent duly authorized under a power of attorney or by proxy, vote
not disallowed at such meeting or poll, shall be deemed valid for all purposes of
such meeting or poll.

79. The Chairman of any meeting shall be the sole judge of the validity or every vote Chairman of any
tendered at such meeting. The Chairman present at the taking of a poll shall be meeting to be
the sole judge of the validity of every vote tendered at such poll. the judge of
validity of any
vote

BOARD OF DIRECTORS

80. Subject to the provisions of Section 196 of the Ordinance the business of the The business of
Company shall be managed by the Directors who may pay all expenses incurred the company to
in setting up and registering the Company and may exercise all such powers of be managed by
the Company as are not, by the Ordinance or any statutory modification there of the directors
the time being in force, or by these Articles, required to be exercised by the
Company in General Meeting, subject nevertheless, to such regulations, not
inconsistent with the aforesaid provisions, as may be prescribed by the Company
in General Meeting but no such regulations shall invalidate any prior act of the
directors which would have been valid if those regulations had not been made.

17
81. Until otherwise determined by a Special Resolution of the company in General Number of
Meeting the Board of Director shall be composed of not less than seven or more directors
than fifteen (15) elected Directors.

82. a) Save as provided in Section 187 of the Ordinance, no person shall be Qualification
appointed as a Director unless he is a member. Shares

b) The qualification of Director shall be the holding of shares in the

Company to the nominal value of rupees five thousand. In the case of
Directors representing interest holding shares of the requisite value, no
share qualification shall be required provided intimation in writing with
regard to such representation is lodged with the Company forthwith upon
election or appointment of such Director.

83. With regard to appointment or nomination of a Director or Chief Executive the Consent to act
condition as set out in Section 184 of the Ordinance, shall be complied with.

84. A Director elected under Section 178 of the Ordinance, shall hold office for a Term of director
period of three years unless be earlier resigns, becomes dis-qualified from being
a director or otherwise ceases to hold office.

85. A retiring Director shall be eligible for re-election. Retiring director

may be
re-elected

86. a) The Directors shall, subject to Article 81, fix number of Directors of the Election of
Company not later than thirty five days prior to the convening of the directors
General Meeting at which Directors are to be elected, and the number so
fixed shall not be changed except with the prior approval of
General Meeting of the Company.

b) The notice of the meeting at which directors are proposed to be elected

shall among other matters expressly state:

i) The number of the elected Directors fixed under Article 86(a)

and
ii) The names of the retiring directors.

c) Any person who seeks to contest an election to the office of director

shall, whether he is a retiring director or otherwise, file with the Company
not later than fourteen days before the date of the meeting at which
elections are to be held, a notice of his intention to offer himself for
election as a Director; provided that any such person may at any time
before the holding of election, withdraw such notice.

d) All notices received by the Company in pursuance of Article 86(c) shall

be transmitted to the members not later than seven days before the date
of the meeting by publication at least in one issue each of a daily
newspaper in English language and a daily newspaper in Urdu language

18
 having circulation in province in which the Stock Exchanges on which its
securities are listed, are situated.

e) The directors of the Company shall, unless number of persons who offer
themselves to be elected is more than the number of directors fixed
under Article 86(a), be elected by the members of the Company in
General Meeting in following manner, namely:

i) A member shall have such number of votes as is equal to the

product of the number of voting shares or securities held by him
and the number of directors to be elected;

ii) A member may give all his votes to a single candidates in such
manner as he may choose; and

iii) The candidates who gets the highest number of votes shall be
declared elected as Director and then the candidate who gets
the next highest number of votes shall be so declared and so on
until the total member of directors to be elected has been so
elected.

87. In addition to the Directors elected or deemed to have been elected by Creditors may
shareholder, the Company may have Directors nominated by the Company’s nominate
creditors or other special interests by virtue of contractual arrangements. directors

88. No person shall be appointed as Director of the company if he: Ineligibility to

become
a. is a minor; directors
b. is of unsound mind;
c. has applied to be adjudicated as an insolvent and his application is pending;
d. is an un-discharged insolvent;
e. has been convicted by a court of law for an offence involving moral turpitude;
f. has been debarred from holding such office under any provision of the
Ordinance;
g. has betrayed lack of fiduciary behavior and a declaration to this effect has
been made by the Court under section 217 of the Ordinance, at any time
during the preceding five years;
h. is not a member;
i. has been declared by a Court of competent jurisdiction as defaulter in
repayment of loan to a financial institution, exceeding such amount as may
be notified by the Commission from time to time; and
j. is member of a Stock Exchange engaged in the business of brokerage, or is
a spouse of such member.
Provide that clause (h) shall not apply in the case of:
i) a person representing the Government or an institution or
authority which is a member;
ii) a whole time director who is an employee of the Company;
iii) a chief executive; or
iv) a person representing a creditor.
Provided further that Clause (i) and (j) shall be applicable only if the company is
a listed company.

19
89. A director shall ipso facto cease to hold office if:- Vacation of
office by director
a) he becomes ineligible to be appointed as a director on anyone or more
of the grounds under Article 88 and under clauses (a) to (h) of Section
187 of the Ordinance;

b) he absents himself from three consecutive meeting of the Director or

from all the meetings of the Directors for a continuous period of three
months; whichever is the longer; without leave of absence from the
directors;

c) he or any firm of which he is a partner or any private company of which

he is a director;

i) Without the sanction of the company in general meeting accepts

or hold any office of profit under the company other than that of
chief executive or legal or technical advisor or a banker;

ii) Accepts a loan or guarantee from the company in contravention

of section 195 of the Ordinance; or

iii) he is removed as a director by resolution of members in

compliance with the provision to Section 181 of the Ordinance;

d) he tenders to the Board his resignation from office of director of the

Company.

90. Retiring Director shall continue to perform their function until their successors Retiring
are elected. directors to
continue until
successors
elected

91. The provisions of Articles 84, 86 and 91 of the Articles of Association of the Certain
Company and Sections 178, 180 and 181 of the Ordinance shall not apply to the provisions not to
Directors representing special interest, which has been defined in Section 183 of apply directors
the Ordinance, subject, however, to the conditions as imposed in the said representing
Section 183. special interests

92. The directors may meet together for a dispatch of business, adjourn and Meetings of
otherwise regulate their meetings and proceedings as they think fit. Provided Directors
always that they shall so meet once in each quarter of a year. The quorum at a quorum
Directors' meeting shall consist of not less than one-third of their number or four
whichever is greater, including alternate director present in person at the Board
of Directors' meeting.

93. A Director may, at any time, convene a meeting of directors. It shall not be Directors may
necessary to give notice of a meeting of the Directors to a Director who is not for summon
the time being resident in Pakistan. Questions arising at any meeting shall be meeting
decided by a majority of votes and in case of an equality of votes the Chairman

20
 shall have a second or casting vote.

94. A resolution, in writing, signed by majority of the Directors for the time being of Resolution in
the Company, shall be as valid and effectual as if it has been passed at a writing
meeting of the Directors duly called and constituted.

95. The Directors shall designate the Secretary of the Company to cause minutes to Minutes to be
be made of all resolutions and proceedings of Board meetings. After the made in minute
adjournment of any meeting, the Secretary shall cause the minutes to be book
transcribed, either by hand or by typewriter/computer, into a Minute Book
provided for that purpose. The Minutes shall be read to be members attending
the next meeting and shall be signed in their presence by the Chairman of that
meeting, countersigned by the Secretary of the meeting, after which such
minutes shall be receivable as evidence of the facts and resolutions therein,
contained without further proof being required.

96. The Director shall cause minutes to be duly entered in the books prescribed for Minutes to be
the purpose: made

a) of all names of the Director present at each meeting of the Board and of
any Committee of Directors;

b) of all orders made by the Board and the Committee or Directors;

c) of all resolutions and proceeding of General Meetings and of meetings

of the committee of Directors

97. If any casual vacancy occurs in the Board it shall be filled by the remaining Casual vacancy
Directors. Any person so chosen shall retain his office so long as the vacating may be filled up
Director would have retained the same if no vacancy had occurred. The by the directors
continuing Directors may act notwithstanding any vacancy in their body, provided
however, that if the number of Directors falls below seven, the remaining
Directors shall not act as long as the number remains below the said minimum,
except for the purpose of filling a casual vacancy in the Board.

98. The remuneration of directors for attending a meeting of the Board of Directors Remuneration of
shall not exceed Rs. 2000 or such other sum as may be approved by the directors
Directors, subject to the prevailing laws, rules and regulations. The Director of
the Company may, in addition to any remuneration receivable by him, be entitled
to be reimbursed all traveling and other expenses incurred in attending the
meetings of the Directors or otherwise incurred whilst employed for the business
of the Company.

99. Any Director appointed to any executive office including for the purpose of this Special
Article the Office of Chairman or to serve in any committee or to devote special remuneration to
attention to the business of the Company or who otherwise performs extra directors for
services, which in the opinion of the Directors are outside the scope of the performing extra
ordinary duties of the Directors, may be paid such extra remuneration by way of duties

21
 salary, fees, percentage of profits or otherwise as shall from time to time be
determined by the Directors.

100. The Company, its Directors or Officers, as the case may be, shall comply with Specific
the provisions of Sections 214 to 227 of the Ordinance, regarding disclosure of compliances
interest, by the Directors and Officers, restriction on voting, disclosure to
members of interest, keeping of register of Directors shares, notice of beneficial
interest, filing of statements of such interest, prohibition of short-selling, purchase
and sale of the Company's security and depositing of provident fund.

101. The Directors of the Company and any Officers, so authorized by the Directors, Directors of
may be or become Directors of any company promoted by the Company or in company may
which it may be interested as a vendor, shareholder or otherwise, and no such be directors of a
Director / Officer shall be accountable for any benefits received as Director or subsidiary
member of such company. company

102. All acts done by any meeting of the Directors or by a Committee of the Directors The act of
or by any person acting' as a Director shall, notwithstanding that it shall directors or
afterwards be discovered that there was some defect in the appointment of such committee valid
Directors or person acting as aforesaid, or that they or any of them were notwithstanding
disqualified, be as valid as if every such person had been duly appointed, was appointment etc.
qualified to be a Director. Provided, however, as soon as any such defect has
come to the notice Director concerned shall not exercise the right of his office till
the defect has been rectified.

103. Subject to the provisions of the Ordinance, the Directors shall not be disqualified Directors may
by their respective offices from contracting with the Company, either as vendors contract with the
or purchasers or otherwise, (provided any such contract is approved by the Company
appropriate vote of the Board where necessary) nor shall any such contract or
arrangement entered into, by or on behalf of the Company with any company or
partnership of or in which any Director, shall be a member or be otherwise
interested, be avoided; nor shall any Director so contracting or being such a
member or so interested be liable to account to the Company for any profit
realized by any such contract or arrangement, by reason only of such Director
holding that office of the fiduciary relation thereby established, but the nature of
his interest must be disclosed by him at the meeting of the Directors at which the
contract or arrangement is determined upon, or approved, if the interest then
exists, or in any other case, at the first meeting of the Directors after the
acquisition of the interest provided nevertheless that a general notice that any
Director is a member of any specified firm or company, and is to be regarded as
interested in any subsequent transaction with such firm or company shall, as
regards any such transaction be a sufficient disclosure within the meaning of this
Article, and after such general notice, it shall not be necessary to give any
special notice relating to any particular transaction with such firm or company.
Any such general notice shall expire at the end of the financial year in which it
was given and may be renewed for a further period of one financial year by
giving fresh notice in the last month of the financial year in which it would
otherwise expire. And provided also that (except in the case for a contract of
indemnity against any loss that anyone or more of the Directors may suffer by

22
 reason of becoming or being sureties or a surety of the Company) no Director
shall take part in the discussion of or vote in respect of any contract or
arrangement in which he is so interested, nor his presence shall be counted for
the purpose of forming a quorum at a meeting of Directors at the time of any
such discussion or voting, and if he does so vote, shall not be counted. Any
Director or advocate or pleader may act as the solicitor or legal advisor of the
Company and shall not be liable to account to the Company for any profit
realized for any professional work done by him or his firm for the Company.

104. When any Director intends to be, or is, absent for a period of not less than three Alternate
(3) months from Pakistan, he may with the approval of the Board, appoint any director
person to be his alternate and such alternate, during the absence of the
appointer from Pakistan, shall be entitled to receive notice of and to attend and
vote at meetings of Directors, shall be subject to an entitlement to the benefit of
the provisions contained in these Articles with reference to Directors and may
exercise and perform all such powers, directions and duties as his appointer
could have exercised or performed including the power of appointing another
alternate. Such appointment shall be recorded in the Directors' Minute Book. An
alternate Director shall not be required to hold any share qualification. A Director
may at any time by notice in writing to the Company remove an alternate
appointed by him. Upon the death of or the retirement or resignation, as the case
may be of the Director or the appointer, the alternate shall cease to be such
provided that if any Director retires but is re-elected at the meeting at which such
retirement took effect, any appointment made by him pursuant to this Article
which was in force immediately prior to this retirement and re-election and which
has not otherwise ceased to be effective shall continue to operate after his
election as if he had not so retired. An alternate shall not be deemed to be the
agent of the Director appointing him, but he shall be reckoned as one with his
appointer. Any Director may act as alternate Director for anyone or more other
Directors, in his own right. Any alternate may resign as such upon giving thirty
(30) days prior notice to the Board to this effect.

105. The Directors may from time to time and at any time create a committee or Establishment of
committees consisting of two or more persons to undertake any general or committees
specific functions. Any committee so formed shall conform to any regulations that
may be imposed upon it by the Directors.

RETURNS

106. The Company shall make the requisite annual Return in accordance with Section Annual returns
156 of the Ordinance.

POWERS OF DIRECTORS

107. The control of the Company shall be vested in the Directors and the business of General power
the Company shall be managed by the Directors who in addition to the powers of company
and authorities by these presents or otherwise expressly conferred upon them, vested in
may exercise all such powers and do all such acts and things as may be directors

23
 exercised or done by the Company and are not hereby or by statute I law
expressly directed or required to be exercised or done by the Company in
General Meeting but subject nevertheless to the provisions of any statute I law
and of these presents and to any regulations not being inconsistent with these
presents from time to time made by the Company in General Meeting, provided
that no regulation so made shall invalidate any prior act of the Directors which
would have been valid if such regulation had not been made.

108. Without prejudice to the general powers conferred by the last preceding Article Specific powers
given to
and the other powers conferred by these presents but subject to the restrictions
directors
of Section 197 of the Ordinance it is hereby expressly declared that the Directors
shall have the following powers; that is to say power:

i) To purchase or otherwise acquire for the Company any property, right or

privileges which the Company is authorized to acquire at such price and
generally on such terms and conditions as they think fit and, subject to
the provisions of Section 169(3) of the Ordinance, to sell, let, hire, lease,
exchange or otherwise dispose of absolutely or conditionally any part of
the property, privilege and undertaking of the Company upon such terms
and conditions and for such consideration as they may think fit.

ii) At their discretion to pay for any property, rights or privileges acquired by
or services rendered to the Company either wholly or partially in cash or
in shares, bonds, debentures or other securities of the Company, and
any such bonds, debentures, or other securities may be either
specifically charged upon all or any part of the property of Company
and its uncalled capital or no so charged.

iii) To secure the fulfillment of any contract, agreements or engagements

entered into by the Company by mortgage of all or any of the property of
the Company and its unpaid capital for the time being or in such other
manner as they may think fit.

iv) To appoint any person or persons (whether incorporated or not) to

accept and hold in trust for the Company any property belonging to the
Company or in which it is interested or for any other purposes and to
execute and do all such deeds, documents and things as may be
requisite in relation to any such trust and to provide for remuneration of
such trustee or trustees.

v) To institute, conduct, defined, compound and abandon any legal

proceedings by or against the Company or its Officers or otherwise
concerning the affairs of the Company and also to compound and allow
time for the payment or satisfaction of any claims or demands by or against
the Company.

vi) To refer any claims or demands by or against the Company to arbitration

and observe and perform the awards.
vii) To make and give receipts, releases and other discharges for money
payable to the Company and for the claims and demands of the
Company.

24
viii) To act on behalf of the Company in all matters relating to bankrupts and
insolvents.

ix) Subject to the provisions of Sections 208 and 209 of the Ordinance to
invest and deal with any of the moneys of the Company not immediately
required for the purposes thereof upon such securities (not being shares
in this Company) and in such manner as they think fit, and from time to
time to vary or realize such investment.

x) To execute in the name and on behalf of the Company in favour of any

Director, or other person who may incur or be about to incur any
personal liability for the benefit of the Company, such mortgages of the
Company's property (present and future) as they think fit, and any such
mortgage may contain a power of sale and such other powers,
covenants and provisions as shall be agreed upon.

xi) To give to any Director or any person employed by the Company as

remuneration for their services as such, a commission on the profits of
any particular business or transaction or a share in the general profits of
the Company and such commission or share or profits shall be treated
as part of the working expenses of the Company.

xii) From time to time make, vary and repeal bye-laws for the regulation of
the business of the Company its officers and servants.

xiii) Before recommending any dividends to set aside portions of the profits
of the Company to form a Fund to provide for such pensions, gratuities,
or compensation; or to create any provident or benefit fund in such or
any other manner as Directors may deem fit.

xiv) To make and alter rules and regulations concerning the quantum, time
and manner of payment of the contribution of the employees and the
Company respectively to any Fund and the accrual, employment,
suspension and forfeiture of the benefits of the said Fund and the
application and disposal thereof, and otherwise in relation to the working
and management of the said Funds as the Directors shall from time to
time think fit.

xv) To enter into all such negotiations and contract and to rescind and vary
all such contracts and execute and do all such acts, deeds and things in
the name and on behalf of the Company as they may consider expedient
for or in relation to any of the matters aforesaid, or otherwise for the
purposes of the Company.

xvi) To make, draw, endorse, sign, accept, negotiate and give all cheques,
bills of lading, drafts, orders, bills of exchange and promissory Notes and
other negotiable instruments required in the business of the Company.

xvii) To insure and keep insured against loss or damage by fire or otherwise
for such period and to such extents as they may think proper all or any
part of the buildings, machinery, goods', stores, produce, and other
movable and immovable property of the Company either separately or
co-jointly; also, to insure all or any portion of the goods, produce,

25
 machinery and other articles dealt with, imported or exported by the
Company, and to sell, assign, surrender or discontinue any policies of
assurance effected in pursuance of this power.

xviii) To open accounts with any bank or banks or with any company, firm or
individual and to pay money into or draw money from any such account
from time to time as the Directors may think fit.

xix) To attach to any shares to be issued as the consideration for any

contract with or property acquired with the Company, or in payment for
services rendered to the Company or to the transfer thereof, such
conditions as they think fit.

xx) To accept from any member on such terms and conditions as shall be
agreed a surrender of his shares or stock or any part thereof.

xxi) To determine from time to time who shall be entitled to sign on the
Company's behalf bills, notes, receipts, acceptances, endorsements,
cheques, dividends warrants, releases, contracts and documents.

xxii) To provide for the welfare of an employee or employees of the Company

and wives, widows and families or the dependents or connections of
such persons, by building or contributing to the building of houses,
dwellings or chawls or by grants of money, pensions, allowances, bonus
or other payments or by creating and from time to time subscribing or
establishing or contributing to provident fund and other associations,
institutions, funds and trust and providing or subscribing or establishing
or contributing towards places of instruction and recreation, mosques,
schools, colleges, universities, hospitals and dispensaries, medical and
other attendance and such other assistance as the Directors shall think
fit, and to subscribe, to contribute or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific, national or other
objects which shall have any moral or other claim to support or aid by the
Company either by reason of locality or operation of public and general
utility or otherwise.

xxiii) Before recommending any dividend, to set aside out of the Company
such sums as they may think proper for Depreciation Fund, Reserve
Fund or Sinking Fund or any special fund to meet contingencies or to
repay debentures or debentures stock or for equalizing dividends or for
repairing, improving, extending and maintaining any part of the property
of the Company, and for such other purposes (including the purposes
referred to in the preceding clause) as the Directors may, in their
absolute discretion, think conducive to the interests of the Company, and
to invest the several sums so set aside or so much thereof as are
required to be invested upon such investment (subject to the restriction
imposed by Section 195 and other provisions of the Ordinance) as the
Directors may think fit, and from time to time to deal with and vary such
investments and dispose of and apply and expend all or any part thereof
for the benefit of the Company and such manner and for such purpose
as the Directors (subject to such restrictions as aforesaid) in their
absolute discretion think conducive to the interests of the Company,
notwithstanding that the matters to which the Directors apply or upon

26
 which they expend the same, or any part thereof, may be matters upon
which the capital money of the Company might rightly be applied or
expended, and to divide the reserve funds into such special funds as the
Directors may think fit, and to employ assets constituting all or any of the
funds, including the Depreciation Fund, in the business of the Company
or in the purchase of redeemable preference shares, debentures or
debenture stock and that without being bound to pay interest on the
same separate from the other assets, with power, however, to the
Directors at their discretion to pay or allow to the credit of such fund
interest at such rate as the Directors may think proper, not exceeding
such percent per annum as is prescribed by the Directors.

xxiv) To comply with the requirements of any local law, which in their opinion
shall, in the interest of the Company, be necessary or expedient to
comply with.

xxv) a. To appoint and at discretion remove or suspend such managers,

secretaries, treasurers, officers, clerks, agents and servants for
permanent, contractual, casual, temporary or special services as
they may from time to time fit, and to determine their powers and
duties and fix their salaries or emoluments and to require
security in such instances and to such amount as they think fit.

b. From time to time provide for the management and transaction

of the affairs of the Company, in any specified locality in
Pakistan or elsewhere in such manner as they think fit.

c. From time to time and at any time to establish any Local Board
or branch offices for managing any of the affairs of the
Company, in any special locality in Pakistan or elsewhere and
to appoint any person to be members of any Local Boards, and
to fix their remuneration. And from time and at any time delegate
to any person so appointed any of the powers, authorities and
discretions for the time being vested in the Directors, (other than
the powers which are compulsorily required to be exercised
under the Ordinance at meetings of Directors) and to authorize
the members for the time being of any such Local Board or any
of them to fill up any vacancies therein and to act
notwithstanding vacancies and any such appointment or
delegation may be made on such terms and subject to such
conditions as the Directors may think fit and the Directors may at
any time remove any person so appointed, and may annul or
vary any such delegation.

d. At any time and from time to time by powers of attorney to

appoint any person or persons to be the attorneys of the
Company, for such purposes and with such powers, authorities
and discretions (not exceeding those vested in and exercisable
by the Directors under these presents and other than those
powers which are compulsorily required to be exercised under
the Ordinance at meetings of Directors) and for such period and
subject to such conditions as the Directors may from time to

27
 think fit and any such appointment (if the Directors think fit) be
made in favour of the members or any of the members of any
Local Board established as aforesaid, or in favour of any
company or the members, directors, nominees or managers of
the Company, or firm or otherwise in favour of any fluctuating
body or person whether nominated directly or indirectly by the
Directors, and any such power of attorney may contain such
powers for the protection or convenience of persons dealing with
such attorney as the Directors may think fit, and may contain
powers enabling any such delegate or attorney as aforesaid to
sub-delegate all or any of the powers, authorities and directions
for the time being vested in them.

e. To delegate, entrust to and confer from time to time upon the

Secretary, manager or managers or attorneys from time to time
such of the powers exercisable by the Directors as they may
think fit, (other than those powers which are compulsorily
required to be exercised under the Ordinance at meeting of
Directors) and may confer such powers for such time and to be
exercised for such objects and purposes and upon such terms
and conditions and with such restrictions as they think expedient
and they may confer such powers either collaterally with or to
the exclusion of and in substitution for all or any of the powers of
the Directors in that behalf, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.

f) To delegate all or any of their powers to a Chief Executive or to

a General Manager or to a Secretary as they may from time to
time think fit (other than those powers which are compulsorily
required to be exercised under the Ordinance at meetings of
Directors).

BOARD CHAIRMAN, CHIEF EXECUTIVE AND SECRETARY

109. i. The Directors may elect one of the Directors as the Chairman of the Board Chairman
Board. to preside

ii. The Chairman of the Board shall preside at the meeting of the Board. In
his absence or in default of the Directors electing a Chairman, the
Directors present at the Board Meeting shall choose one of their
members to be Chairman for final meeting.

110. i. The Director of the company shall appoint a Chief Executive in Chief executive
accordance with or procedure and manner set out in Section 198 and of the company
199 of the ordinance.

ii. Such appointment of Chief Executive shall not be for a period exceeding
three years from the date of appointment.

iii. A retiring Chief Executive shall be eligible for re-appointment.

28
 iv. The terms and condition of appointment of Chief Executive shall be
determined by the Directors.

v. The Chief Executive shall, if he is not already a Director of the Company,

be deemed to be its Director and be entitled to all the rights and
privileges and subject to all the liabilities of the office.

vi. The Chief Executive shall act subject to the restriction and removal as
are prescribed in Sections 201 to 203 of the Ordinance.

111. The Board shall appoint a whole time secretary of the Company who shall Secretary
perform such functions and duties as are required in these articles or as may be
directed by the Board.

THE SEAL

112. The Directors shall provide a Common Seal of the Company. The Common Seal Common and
of the Company shall not be affixed to any instrument except by the authority of official seals
the Chief Executive or of a resolution of the Board of Directors and shall be
affixed in the presence of a Director or the Chief Executive and he shall sign
every instrument to which the seal is affixed.

ACCOUNTS

113. The Directors shall cause proper books of accounts to be kept, in which shall be Books of
entered true and complete accounts of the affairs and transactions of the accounts
Company, as required under Section 230 of the Ordinance.

114. The books of accounts shall be kept at the Office or at such other place(s) as the Books of
Directors think fit. The Directors shall from time to time determine whether and to accounts and
what extent and at what times and places and under what conditions of their inspection
regulations the accounts and books of the Company or any of them shall be
open to inspection by Members not being Directors. No member (not being
Director) shall have any right to inspect the same except as conferred by the
Ordinance, or authorized by the Directors, or by any Resolution of the Company
in General Meeting.

115. At the Annual General Meeting every year, the Directors shall lay before the Balance sheet
members a Balance Sheet and Profit and Loss Account in accordance with and profit & loss
Section 233 of the Ordinance. The Balance Sheet shall contain a summary of the account to be
property and assets and capital and liabilities of the Company in the form set out laid before the
in fourth schedule (Section 234) of the Ordinance, or as near thereto as company at
circumstances admit. Every such Balance Sheet and Profit and Loss Account ordinary meeting
shall be signed by the Chief Executive and at least one (1) Director and when the
Chief Executive is for the time being not in Pakistan, then the Balance Sheet and
Profit and Loss Account shall be signed by not less than two (2) Directors for the
time being in Pakistan but in such case there shall be sub-joined to the Balance
Sheet and Profit and Loss Account a statement explaining the reason for non-

29
 compliance with the foregoing provisions.

116. The Directors shall in all respects comply with the provisions of Section 230 to Directors to
247 of the Ordinance to the extent applicable to the Company. comply with
Ordinance

117. The Balance Sheet and Profit and Loss Account shall be audited by the Auditors Balance sheet to
of the company and shall be accompanied by report of the directors as to the be accompanied
state and condition of the company, and as to the amount, if any which they by a report of
recommended to be paid out of the profit by way of dividends to the Members directors
and the amount, if any, which they propose to carry to one or more reserves
according to the provisions in that behalf therein contained and such additional
particulars as required to be contained therein under Section 236 of the
Ordinance. Every report of the Directors shall be signed in accordance with the
provision of sub-section (3) of Section 236 of the Ordinance.

AUDITORS

118. Once at least in every year the accounts of the company shall be examined and Ascertaining the
the correctness thereof and of the Balance Sheet ascertained by one or more correctness of
Auditor or Auditors. the accounts

119. Auditors shall be appointed by the Company at the Annual General Meeting in Appointment of
each year. The remuneration of the Auditors shall be determined by the the auditors
Company in General Meeting. Any retiring Auditor shall be eligible for re-election.
In this connection Sections 252 to 257 of the Ordinance shall be complied with.

120. If one Auditor only is appointed, all the provisions herein contained relating to When one
Auditors shall be applied to him. auditor only is
appointed

121. If any casual vacancy occurs in the office of Auditors, the directors may and shall Casual vacancy
forthwith fill up the same until the conclusion of the next Annual Meeting. in the office of
auditors

122. The Auditors of the Company shall have a right of access at all times to the Auditors shall
books, accounts and vouchers of the Company, and shall be entitled to require have a right of
from the Directors and other officers of the Company such information and access to the
explanations as may be necessary for the performance of their duties as books and
Auditors. The Auditors shall receive notice of and be invited to attend any notice of general
General Meeting at which any accounts which have been examined or reported meeting
on by them are to be laid before the Company and may make any statement or
explanation they desire with respect to the accounts.

30
 DIVIDENDS

123. The profits of the Company which may have been from time to time determined Rate and priority
to be divided among the Members in respect of any year or other period shall be of preference
divided proportionately among the holders of Ordinary Shares. All dividends shall dividend
be declared and paid according to the amounts paid up / or credited as paid up
on the shares in respect whereof the Dividend is paid. All Dividends shall be
apportioned and paid proportionately to the amount paid or credited as paid on
the shares during any portion of the period in respect of which the Dividend is
paid; but if any share is issued on terms providing that it shall rank for Dividend
as from a particular date, such share shall rank for Dividend accordingly.

124. The company in Annual Meeting may, subject to any stipulation to the contrary The Company
contained in any agreement entered into by the company and any other person may declare a
declare a Dividend to be paid to the Members according to their rights and dividend
interest in the profits.

125. Whenever in their opinion the profits of the company permit, the Directors may Interim dividend
declare an Interim Dividend.

126. If and when any bonus on shares is declared out of profit, and whether alone or Bonus
in addition to any dividend thereon, the bonus shall for all purposes, whatsoever,
be deemed to be Dividend on the shares.

127. No larger Dividend shall be declared than is recommended by the Directors. Dividend not to
Subject to Section 248 (2) of the Ordinance, no Dividend shall be paid otherwise be larger than
than out of the net profits of the year or any other undistributed profits of the recommended
Company. by directors

128. Any General Meeting declaring a Dividend may authorize payment of such Dividend may be
Dividend wholly or in part by the distribution of paid-up shares, debentures or paid by the
debenture-stock of the Company or of any other company, or in anyone or more distribution of
of such ways, and the Directors may give effect to such resolution. paid up shares

129. In case two or more persons are registered as the joint holders of any share, any Any of the joint
of such persons may give effectual receipts for all dividends and payments on holders may
account of Dividends in respect of such share. give effectual
receipt

130. Unless otherwise directed by the Company in General Meeting, and Dividend Payment of the
may be paid in cash or by cheque or warrant or money order sent through the dividend
post to the registered address of the Member entitled, or in the case of joint
holders, to the registered address of that one whose name stands first on the
register in respect of the joint holders and every cheque so sent shall be made
payable to the order of the person to whom it is sent.

31
131. All Dividends on any share not having a legal registered owner entitled to require Forfeiture of
payment of and competent to give a valid receipt for the same, shall remain in unclaimed
suspense until some competent person be registered as the holder of the share; dividend
provided that all dividends remaining for three (3) years after the declaration
thereof unclaimed by some person so entitled and competent to receive and give
a valid receipt for the same, may at the end of that period be forfeited to the
Company and cease to be payable and may be carried to such fund of the
Company as the Directors may see fit, but the Directors may remit the forfeiture
whenever they may think proper.

132. i. No dividend shall be paid except to the registered holder of any share or Compulsory
to his order or to his bankers or to a financial institution nominated by procedure for
him for the purpose. the payment of
dividend
ii. Nothing contained in clause (1) shall be deemed to require the bankers
of a registered shareholder or the financial institution nominated by him
to make a separate application to the Company for payment of the
dividend.

iii. The dividend warrant shall be sent by the Company by registered post
unless the shareholder entitled to receive the dividend requires
otherwise in writing.

iv. When a dividend is declared, it shall become the exclusive responsibility

of the Chief Executive of the Company to make payment in the manner
provided in sub-clauses (1) to (3) above within forty-five days of the
declaration of dividend without fail.

133. Unpaid dividends shall not bear interest as against the Company. Unpaid
dividends shall
not bear interest

NOTICES

134. A notice may be given by the Company to any Member either personally or by How notice to be
sending it by post or air mail to him to the registered address supplied by him to served on
the Company for the giving of notice to him, either within or without the country. members

135. Where a notice is sent by post, service of the notice shall be deemed to be Service by post
affected by properly addressing, prepaying and posting a letter containing the
notice and, unless the contrary is proved, to have been effected at the time at
which the letter would be delivered in the ordinary course of post.

136. If a Member has no registered address and has not supplied to the Company an Notice by
address for the giving of notice to him, a notice addressed to him or to the advertisements
shareholders generally and advertised in a newspaper circulating in the
Province, in which the office is situated, shall be deemed to be duly given to him
on the day on which the advertisement appears.

32
137. A notice may be given by the Company to the joint holders of a share by giving Notice to joint
the notice to the joint holder named first in the Register in respect of the share holders
and a notice so given shall be sufficient notice to all the holders of such shares.

138. A notice may be given by the Company to the persons entitled to a share in Notice to
consequence of the death or insolvency of a Member through the post in a persons entitled
prepaid latter addressed to them by name or by the title of representatives of the by transmissions
deceased, or assigns of the insolvent or by any like description at the address (if
any) in Pakistan supplied for the purpose by the persons claiming to be so
entitled, or (until such an address has been so supplied) by giving the notice in
any manner in which the same might have been given if the death or insolvency
had not occurred.

139. Notice of every General Meeting shall be given in the manner herein before Notice of
authorized to (a) every Member of the Company, except those Members who General Meeting
have no registered address or have not supplied to the Company an address for
the giving of notice to them, to (b) every person entitled to a share in
consequence of the death or insolvency of member, who but for his death or
insolvency would be entitled to receive notice of the meeting, and also to (c) the
Auditors of the Company for the time being.

140. Any notice required to be given by the Company to the Members or any of them, When notice
and not expressly provided for otherwise by these Articles shall be sufficiently may be given by
given if given by advertisement. advertisements

141. Any notice required to be, or which may be, given by advertisement shall be How to be
advertised at least in one issue each of a daily newspaper in English language advertised
and a daily newspaper in Urdu language having circulation in the Province in
which the office is situated.

142. Any notice given by advertisement shall be deemed to have been given on the When notice by
day on which the advertisement shall first appear. advertisement
deemed to be
served

143. Every person, who by operation of law, transfer or other means whatsoever, shall Transfer etc.
become entitled to any share, shall be bound by every notice in respect of such bound by prior
share which previously to his name and address being entered on the Register notice
shall be duly given to the person from whom he derives his title to such share.

144. Any notice or document delivered or sent by post or left at the registered address Notice valid
of any Member in pursuance of these presents shall, notwithstanding such though member
Members be than deceased and whether or not the Company has notice of his deceased
decease, be deemed to have been duly served in respect of any registered
shares whether held solely or jointly with other persons by such Member, until
some other persons be registered in his stead as the holder or joint holder
thereof and such service shall for all purposes of these presents be deemed a

33
 sufficient service of such notice or document on his or her heirs, executors or
administrators and all persons, if any, jointly interested with him or her in any
such shares.

145. The signature to any notice to be given by the Company may be written or How notice to be
printed. signed

WINDING UP

146. If the Company shall be wound up and the surplus assets shall be more than Disposal of
sufficient to repay the whole of the paid up capital, the excess shall be distributed surplus assets in
among the Members in proportion to the capital paid up on ordinary shares held case of winding
by them respectively at the commencement of the winding up, and if the surplus up
assets shall be insufficient to repay the whole of the paid up capital, such surplus
assets shall be distributed so that, as near as may be, the losses shall be borne
by the members in proportion to the capital paid up, on ordinary shares held by
them respectively at the commencement of the Winding up.

147. In a winding up the Liquidator may, irrespective of the powers conferred on him Power of the
by the Ordinance and as an additional power, with the authority of a Special liquidator
Resolution, sell the undertaking of the Company, or the whole or any part of its
assets, for shares fully paid up or the obligations of or other interest in any other
company and may by the contract of sale, agree for the allotment to the
Members directly of the proceeds of the sale in proportion to their respective
interests in the Company. Any such sale or arrangement or the Special
Resolution confirming the same may, subject to any special rights of
shareholders contained in these Articles, provided that a time may be limited at
the expiration of which shares, obligations or other interests not accepted or
required to be sold, shall be deemed to have been refused and be at the
disposal of the Liquidator or the purchasing company.

148. If the Company shall be wound up whether voluntarily or otherwise, the Division of
Liquidator may, with the sanction of Special Resolution divide amongst the assets
contributories in specie or kind any part of the assets of the Company and may
with like sanction, vest any part of the property of the Company in trustees upon
such trusts for the benefits of the contributories, or any of them, as the
Liquidators, with like sanctions, shall think fit.

149. A special resolution, sanctioning a sale to any other company duly passed Sale of total
pursuant to the provisions of the Ordinance may, in the like manner as aforesaid, undertaking
determined that any shares or other considerations, receivable by the Liquidators
be distributed amongst the Members.

34
 RECONSTRUCTION

150. On any sale of the undertaking of the Company the Directors or Liquidator on a Reconstruction
winding up, may, if authorized by a special resolution, accept fully paid up
shares, debentures or securities of any other company whether incorporated in
Pakistan or not, other than existing or to be formed for the purchase in whole or
in part of the property of the Company and the Directors (if the profits of the
Company permit) or the Liquidator (in winding up) may distribute such shares or
securities or any other property of the other company amongst the Members
without realization or vest the same in trustees for them, and any special
resolution may provide for distribution or appropriation of the cash shares or
other securities, benefits, or property, and for the valuation of any such securities
or property at such price and in such manner as the meeting may approve, and
all holders of shares shall be bound to accept and shall be bound by any
valuation or distribution so authorized and shall waive all rights in relation thereto
same only, in case the Company is proposed to be or is in the course of being
wound up, such statutory rights, if any under the law, as are incapable of being
varied or excluded by these presents.

151. Every Director, Chief Executive, Officer or servant of the Company shall be Indemnity
indemnified out of its funds for all costs, charges, traveling or other expenses,
losses and liabilities incurred by him in the conduct of the Company's business,
or in the discharge of his duties and subject to the provisions of Section 194 of
the Ordinance and so far as such provisions permit, every Director, manager and
officer of the Company, and any person (whether an officer of the Company or
not) employed by the Company as Auditor, shall be indemnified out of the funds
of the Company against any liability incurred by him as such Directors, Manager,
Officer or Auditor in defending any proceedings whether civil or criminal in which
judgment is given in his favor, or in which he is acquitted, or in connection with
any application under Section 488 of the Ordinance in which relief is granted to
him by the Court.

152. Subject to the provisions of Section 194 of the Ordinance and so far as such Individual
provisions permit no Director, Chief Executive, Auditor, or other Officer of the responsibility of
Company shall be liable for the acts, receipts, neglects or defaults of any other directors
director, Auditor or Officer, or for joining in any receipts, or other act for
conformity or for loss or expense happening to the Company through the
insufficiency or deficiency of title to any property acquired by order of the
Directors for or on behalf of the Company, or for the insufficiency or deficiency of
and security in or upon which any of the moneys of the Company shall be
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person with whom any money, securities or effects shall be
deposited, or for any loss occasioned by any error of judgment, omission,
default, or oversight, on his part, or for any loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office, or in relation
thereto unless the same shall happen through his own dishonesty.

35
 Secrecy
153. i) Every Director, Chief Executive, Manager, Auditor, Trustee, Member of a
committee, officer or servant, agent, accountant or other person employed
in the business of the Company shall, if so required by the Directors
before entering upon his duties, sign a declaration pledging himself to
observe strict secrecy respecting all transaction of the Company with
the customers and the state of account with individuals and in matters
relating thereto and shall by such declaration pledge himself not to
reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required so to do by the Directors or
by any meeting or by a court of Law and except so far as may be
necessary in order to comply with any of the provisions in these presents
contained.

ii) No member shall be entitled to require discovery of any information

respecting any detail of the Company's business or any matter which is
or may be related to the conduct of the business of the Company and
which, in the opinion of the Board, it will not be expedient in the interest
of the members of the Company to communicate to the public.

36
 We, the several persons, whose names and addresses are subscribed, are desirous of being formed
into a company in pursuance of these Articles of Association and we respectively agree to take the number
of shares in the capital of the company set opposite to our respective names.

Names, and addresses and Number of Signature of Names, addresses and

description of shares taken by subscribers description of witnesses
subscribers each subscriber of these signatures

1. Mr. Aslam Iqbal

Chairman
State Cement Corporation
of Pakistan Ltd., Lahore. One -Sd-
2. Mr. A. Ghafoor Mirza
Director Planning & Finance
State Cement Corporation
of Pakistan Ltd., Lahore. One -Sd-
3. Mr. G. M. Minhas
Director Projects
State Cement Corporation
of Pakistan Ltd., Lahore. One -Sd- -Sd-

4. Mr. Mohammad Hanif Abdul Jabbar Butt

General Manager Finance Manager (Project
State Cement Corporation Accounts)
of Pakistan Ltd., Lahore. One -Sd- State Cement
Corporation of Pakistan
5. Mr. Mubashir A. Malik Ltd., Lahore.
General Manager Operation
State Cement Corporation
of Pakistan Ltd" Lahore. One -Sd-
6. Mr. Sarwat Jamil Khan
Managing Director
D. G. Khan Cement
Company Limited. One -Sd-
7. Mr. Fazalur Rehman
General Manager
Kohat Cement Project,
Kohat. One -Sd-

Dated this 29th Day of April, 1980

37