20000225

D.G KHAN

ELECTRIC COMPANY LTD

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given, in compliance to the order dated 15th February, 2000 passed in C.O No. 2/2000 by the Honourable Lahore High Court, Lahore, that an Extra Ordinary General Meeting of the shareholders of D.G. Khan Electric Company Limited ("the Company) will be held on Friday the 31st March, 2000 at 3:00 p.m at Nishat House, 53-A, Lawrence Road, Lahore to transact the following business:

1. To confirm minutes of the last meeting.

2. SPECIAL BUSINESS:

To consider and approve the Merger, as per Scheme of Arrangement, of D.G. Khan Electric Company Limited into D.G. Khan Cement Company Limited and to pass the following special resolutions with or without modification, as already approved by the shareholders in the Annual General Meeting held on December 31, 1999.

RESOLVED that the Scheme of Arrangement put before the meeting for the merger of D.G. Khan Electric Company Limited into D.G. Khan Cement Company Limited be and is hereby approved subject to completion of formalities and approval by the Honourable High Court.

FURTHER RESOLVED that the Chief Executive of the Company and / or Mr Khalid Qadeer Qureshi, Director of the Company be and is / are hereby authorised to take all such steps as may be necessary or incidental for the purpose of implementing the aforesaid scheme of the merger/amalgamation of the above named companies.

By order of the Court

sd/-

LAHORE (KHALID MAHMOOD CHOHAN)

FEBRUARY 22, 2000. COMPANY SECRETARY

STATEMENT UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE 1984.

The management of the Company has considered various options for consolidating its activities and thereby effecting economies for the benefit of the Company and ultimately for the shareholders.

It is with this goal before it, that the management of the Company, in consultation with technical experts in the field, has reached to the conclusion that D.G. Khan Electric Company Limited, a power generation company, supplying electricity only to D.G. Khan Cement Company Limited be merged into D.G Khan Cement Company Limited.

D.G Khan Cement Company Limited is a public limited company quoted on all Stock Exchanges in the Country. Its Authorised Capital is Rs 3,000,000,000/- (Rupees Three Billion Only) divided into 300,000,000 ordinary shares of Rs 10/- each and its Paid-up-Capital is Rs 1,323,913,800/- (Rupees One Billion Three Hundred Twenty Three Million Nine Hundred Thirteen Thousand Eight Hundred Only) divided into 132,391,380 ordinary shares of Rs 10/- each.

The Directors of the Company may be deemed to be interested to the extent of their shareholding or by the Companies in which they are Directors.

NOTES:

1. The scheme of arrangement for merger of the Company into D.G Khan Cement Company Limited is appended herewith and may also be inspected during business hours in the registered office of the Company.

2. Share transfer books of the Company will remain closed from 25-03-2000 to 31-03-2000 (both days inclusive). Transfers received in order at Nishat House, 53-A, Lawrence Road, Lahore upto 1:00 p.m on March 24, 2000 will be considered in time.

3. A member eligible to attend and vote at this meeting may appoint another member his/her proxy to attend and vote instead of him/her. Proxies in order to be effective must reach the Company's Registered office not less than 48 hours before the time for holding the meeting.

4. The Beneficial Owners of the Company through Central Depository Company, entitled to attend and vote at this meeting, must bring his/her NIC or Passport to prove his/her identity, in case of Proxy must enclose an attested copy of his/her NIC Passport, Representatives of corporate members should bring the usual documents required for such purpose.

5. Shareholders are requested to immediately notify the change in address, if any.