NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 16th Annual General Meeting ("AGM") of Descon Oxychem Limited
(the 'Company') will be held on Wednesday, October 21, 2020 at 10:00 a.m. at the registered office of
the Company at Descon Headquarters 18-Km Ferozepur Road Lahore:

To transact the following business:

Ordinary Business:

1. To confirm minutes of the last Extra Ordinary General Meeting of the Company held on
February 28, 2020.

2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for
the year ended 30th June 2020 together with the reports of Directors' and Auditors' thereon.

3. To appoint the External Auditors of the Company for the ensuing year and fix their
remuneration. (The present auditors M/s. A.F. Ferguson & Co., Chartered Accountants, have
retired and being eligible have offered themselves for re-appointment).

4. To approve, as recommended by the Board of Directors, the payment of Final Cash Dividend
@ 10.00% (i.e. PKR 1.00 per ordinary share) for the year ended June 30, 2020.

5. To transact any other business with the permission of the Chair.

Special Business:

6. To approve the issuance of bonus shares in proportion of 16 Ordinary Shares for every 100
Ordinary Shares held by the Members (i.e. @ 16.00%), as recommended by the Board of
Directors in their meeting held on 02 September 2020, and if thought fit, to pass the following
resolutions:

Resolved that a sum of Rs. 241,422,190/- (Rs. two forty-one million four hundred
twenty- two thousand one hundred and ninety only) out of the share premium of
the Company be capitalized and applied towards issue of 24,142,219 Ordinary
Shares of Rs. 10 each as fully paid bonus shares in the proportion of 16 Ordinary
Shares for every 100 Ordinary Shares (i.e. @16%) held by every Member whose
name appears on the Member's register at the close of business on 12-10-2020.
Further Resolved that these bonus shares shall rank pari passu in all respects with
the existing shares but shall not be eligible for the final cash dividend declared for
the year ended30 June 2020.

Further Resolved that Members entitled to fractions of shares shall be given the
sale proceeds of their fractional entitlements for which purpose the fractions shall
be consolidated into whole shares and sold on the Pakistan Stock Exchange
Limited.

Further Resolved that the Company Secretary of the Company be and is hereby
authorized to give effect to these resolutions and to do or cause to be done all acts,
deeds and things that may be necessary or required for issue, allotment and
distribution of the said bonus shares, sale of fractions and payment of the sale
proceeds of the fractional shares.

A statement of material facts under Section 134(3) of the Companies Act, 2017 pertaining to the Special
Business referred above is annexed to this Notice.

Lahore
September 30, 2020

Descon Oxychem Limited:

Corporate Office, 18 KM, Lahore Sheikhupura Road, Lahore - 53000, Pakistan.
T +92 (42) 3797 1823-4-33 F +92 (42) 3797 1831
E [email protected] W www.descon.com

NOTES:

1. The Share Transfer Books of the Company will remain closed from October13, 2020 to October21,
2020 (both days inclusive). Transfers received in order by our Shares Registrar, M/s. Corplink
(Private) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore by the close of business
on October12, 2020 will be considered in time for the purpose of entitlement of final cash dividend
and bonus shares to the transferees and to attend and vote at the AGM.

2. A member of the Company entitled to attend and vote at the Annual General Meeting may appoint
another member as his / her proxy to attend and vote in place of him / her at the meeting. The proxies
in order to be effective must be received at the Registered Office of the Company duly stamped and
signed not less than 48 hours before the time of meeting. A proxy must be a member of the Company.

3. In view of the recent spike of Covid-19, gravity of the Coronavirus Pandemic on public health and
instructions of the Government / institutions to consider the provision of video link facility for
conducting meetings, the Annual General Meeting will be held virtually via video-link for the safety
and wellbeing of our valued shareholders and general public.

To attend the AGM through video link, members are requested to register their following particulars
by sending an e-mail at [email protected].

The video link and login credentials will be shared with the shareholders whose e-mails, containing
all the requested particulars, are received at the given e-mail address by or before the close of
business hours (5:00 p.m.) on October12, 2020. The shareholders are also encouraged to send their
comments / suggestions, related to the agenda items of the AGM on the abovementioned e-mail
address or WhatsApp Number 0300-4536102 by the close of business hours (5:00 p.m.) October 12,
2020. For any query, the members may please contact and above mentioned email.

4. In accordance with the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a
listed Company to pay cash dividend to its shareholders only through electronic mode directly into
bank account designated by the entitled shareholders. In order to receive dividends directly into their
bank account, shareholders are requested to fill in Electronic Credit Mandate Form available on
Company's website www.desconoxychem.com and send it duly signed along with a copy of CNIC
to the Shares Registrar of the Company, Corplink (Pvt.) Limited, Wings Arcade, 1-K, Commercial,
Model Town, Lahore in case of physical shares. In case shares are held in CDC then Electronic
Credit Mandate Form must be submitted directly to shareholder's Broker/Participant/CDC Account
Services.

5. The Government of Pakistan has made certain amendments in the Income Tax Ordinance, 2001
whereby different rates are prescribed for deduction of withholding tax on the amount of dividend
paid by the companies. These rates are as follows:

For filers of income tax returns 15%

For non-filers of income tax returns 30%

E [email protected] W www.descon.com

6. To enable the Company to make tax deduction on the amount of cash dividend @15% instead of
30% all the shareholders whose names are not entered into the Active Tax-payers List (ATL)
provided on the website of FBR, despite the fact that they are filers, are advised to make sure that
their names are entered into ATL before the date of payment of the cash dividend, otherwise tax on
their cash dividend will be deducted @30% instead of 15%.

7. In the case of shares registered in the name of two or more shareholders, each joint-holder is to be
treated individually as either a filer or non-filer and tax will be deducted by the Company on the
basis of shareholding of each joint-holder as may be notified to the Company in writing. If the share
is not ascertainable then each account holder will be assumed to hold equal proportion of shares and
the deduction will be made accordingly. Therefore, in order to avoid deduction of tax at a higher
rate, the joint account holders are requested to provide the below details of their shareholding to the
Share Registrar of the Company latest by the AGM date:

8. The corporate shareholders having CDC accounts are required to have their National Tax Number
(NTN) updated with their respective participants, whereas corporate physical shareholders should
send a copy of their NTN certificate to the Company or the Shares Registrar. The shareholders while
sending NTN or NTN certificates, as the case may be, must quote company name and their respective
folio numbers.

9. A valid tax exemption certificate is necessary for exemption from the deduction of withholding tax
under Section 150 of the Income Tax Ordinance, 2001. Members who qualify under Income Tax
Ordinance, 2001 and wish to seek an exemption must provide a copy of their valid tax exemption
certificate to the Shares Registrar prior to the date of book closure otherwise tax will be deducted
according to applicable law.

10. The Company has placed the Audited Annual Financial Statements for the year ended 30June 2020
along with Auditors and Directors Reports thereon and Chairman's Review Report on its website:
www.desconoxychem.com

11. Members having physical shares are requested to immediately notify the change in their addresses,
if any to our Shares Registrar, whereas CDC account holders are requested to contact their CDC
Participant / CDC Account Services.

12. For any query / problem / information, the investors may contact the Shares Registrar, Corplink
(Pvt.) Limited, Phone No. 042-35839182, 35916714, 35916719, e-mail address:
[email protected].

STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 CONCERNING
THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING:

This statement sets out the material facts concerning the Special Business to be transacted at the Annual
General Meeting of the Company to be held on October21, 2020.

Corporate Office, 18 KM, Lahore Sheikhupura Road, Lahore - 53000, Pakistan.

E [email protected] W www.descon.com

Issue of Bonus Shares to Members

a. The Board of Directors in their meeting held on September02, 2020 has recommended to issue bonus
shares in proportion of 16 Ordinary Shares for every 100 Ordinary Shares held by the Members (i.e.
16%) and decided that a sum of Rs. 241,142,190/- be appropriated from the shares premium amount for
the issuance of 24,114,219 Bonus Shares. After the issue of bonus shares, the paid-up capital of the
Company will increase to Rs. 1,750,310,850/ -.

b. The following resolutions are proposed to be passed as special resolution, with or without
modification:

Resolved that a sum of Rs. 241,422,190/- (Rs. two forty-one million four hundred
twenty-two thousand one hundred and ninety only) out of the share premium of the
Company be capitalized and applied towards issue of 24,142,219 Ordinary Shares of
Rs. 10 each as fully paid bonus shares in the proportion of 16 Ordinary Shares for
every 100 Ordinary Shares (i.e. @16%) held by every Member whose name appears
on the Member's register at the close of business on 12-10-2020.

Further Resolved that these bonus shares shall rank pari passu in all respects with the
existing shares but shall not be eligible for the final cash dividend declared for the year
ended 30 June 2020.

Further Resolved that Members entitled to fractions of shares shall be given the sale
proceeds of their fractional entitlements for which purpose the fractions shall be
consolidated into whole shares and sold on the Pakistan Stock Exchange Limited.

Further Resolved that the Company Secretary of the Company be and is hereby
authorized to give effect to these resolutions and to do or cause to be done all acts,
deeds and things that may be necessary or required for issue, allotment and distribution
of the said bonus shares, sale of fractions and payment of the sale proceeds of the
fractional shares.

c. The Directors of the Company are not directly or indirectly interested in this special business except
to the extent of entitlements of bonus shares on their shareholdings.