Pakistan Cables : Resolution passed by the Shareholders in the Annual General Meeting

The General Manager	September 26, 2023
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi

SUBJECT: CERTIFIED COPY OF THE RESOLUTIONS PASSED IN ANNUAL

GENERAL MEETING HELD ON 26TH SEPTEMBER, 2023

Dear Sir,

In accordance with clause 5.6.9 (b) of the Rule Book of the Pakistan Stock Exchange Limited, we are pleased to enclose a certified true copy of the Resolutions passed by the Shareholders in the Annual General Meeting held on 26th September, 2023.

Your faithfully,

Per Pro Pakistan Cables Limited

Natasha Mohammad

Head of Legal Affairs and Company Secretary

Enclosed: as above

CERTIFIED THAT THE FOLLOWING RESOLUTIONS FOR ADOPTION WERE PASSED BY SHAREHOLDERS OF PAKISTAN CABLES LIMITED IN THE 70TH ANNUAL GENERAL MEETING HELD ON 26TH SEPTEMBER 2023

Ordinary Business

"IT WAS RESOLVED THAT the minutes of the Extraordinary General meeting held on 4th May 2023 be and are hereby approved for signing"

"IT WAS RESOLVED THAT the audited Financial Statements together with Directors' and Auditors' Report for the year ended June 30, 2023 are hereby approved and adopted"

"IT WAS RESOLVED THAT the A.F. Ferguson & Co., Chartered Accountants be and are hereby reappointed as auditors of the Company, to hold office until the conclusion of the next Annual General Meeting of the Company at a fee to be fixed by the Board of Directors of the Company"

"IT WAS RESOLVED THAT the ratification of 1st interim bonus shares issued @ 10% (10 bonus shares for every 100 shares held) and the 2nd Interim bonus shares issued @ 10% (10 bonus shares for every 100 shares held) for the year ended June 30, 2023 is hereby approved"

Special Business

1. To Increase Authorized Share Capital of the Company

"IT WAS RESOLVED THAT the authorized share capital of the Company be and is hereby increased from Rs. 500,000,000 (five hundred million) divided into 50,000,000 (fifty million) shares of Rs. 10 each to Rs.1,000,000,000 (one billion) divided into 100,000,000 (one hundred million) shares of Rs. 10 each.

FURTHER RESOLVED THAT Clause 5 of the Memorandum of Association of the Company be and is hereby substituted by the following new clause:

5. The capital of the Company is Rs.1,000,000,000 (one billion) divided into 100,000,000 (one hundred million) shares of Rs. 10 each but is capable of being increased or reduced in accordance with the Company's regulations and legislative provisions for the time being in force in that behalf.

FURTHER RESOLVED THAT the ordinary shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares of the Company in all respect / matters in conformity with the provisions of the Companies Act, 2017.

FURTHER RESOLVED THAT the Chief Executive Officer and Company Secretary be and are hereby authorized singly to do all acts, deeds and things, take any or all necessary actions to complete all legal formalities and to file requisite documents with the Registrar to effectuate and implement the aforesaid resolutions."

1. To amend the Article 125 of the Articles of Association of the Company
   "RESOLVED THAT pursuant to Section 38 and all other applicable provisions of the Companies Act, 2017, Article 125 of the existing Articles of Association of the Company be and is hereby substituted to read as follows:

125. The Board of Directors may resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the Members who would be entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full un-issued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such Members in the proportion aforesaid, or partly in one way and partly in the other, and the Directors shall give effect to such resolution.

FURTHER RESOLVED THAT the Chief Executive Officer and Company Secretary be and are hereby authorized singly to do all acts, deeds and things, take any or all necessary actions to complete all legal formalities and to file requisite documents with the Registrar to effectuate and implement the aforesaid resolutions.

FURTHER RESOLVED THAT the aforesaid alteration in the Articles of Association of the Company shall be subject to any amendment, modification, addition or deletion as may be required, and such amendment, modification, addition or deletion shall not require fresh approval of members."

Natasha Mohammad

Head of Legal Affairs and Company Secretary