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Air Link Communication Limited Proxy Solicitation & Information Statement 2025

Mar 6, 2025

71487_rns_2025-03-06_f9f7d978-14f3-4a74-a122-2f75479b71a9.pdf

Proxy Solicitation & Information Statement

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AIR LINK COMMUNICATION LIMITED

Ref: ALC/PUCAR/2025-9

March 6, 2025

The General Manager Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Subject: Notice of Extra-Ordinary General Meeting-Air Link Communication Limited

Dear Sir

This is in continuation of Board of Director’s decision in their meeting held on February 28, 2025, about conduct of EOGM on Thursday, March 27, 2025 at 10:00 a.m. at Lahore.

In this context, please find enclosed the following documents for your information and record:

  • a) Notice of the EOGM including the proposed resolutions to be adopted along with the Statement under Section 134(3) of the Act, Ballot Paper and Proxy Form.

  • b) Notice of the EOGM including the proposed resolution to be adopted, and the Ballot Paper, published in the issues of The Nation' in English language and in "Nawa-eWaqt in Urdu translation dated March 6, 2025.

You may please inform the TRE Certificate Holders of the Exchange accordingly.

Yours Sincerely,

Amer Latif

Company Secretary

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Copy to:

Executive Director/HOD, Offsite-II Department, Supervision Division, Securities & Exchange Commission of Pakistan, 63, NIC Building, Jinnah Avenue, Blue Area, Islamabad.

152/1 – M, Quaid-e-Azam, Industrial Estate, Kot Lakh Pat, Lahore, Pakistan 042-35151345-6 Email: [email protected] Web: www.airlinkcommunication.com UAN: 042-111-667-468

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AIR LINK COMMUNICATION LIMITED Notice of the Extra Ordinary General Meeting

NOTICE IS HEREBY GIVEN that the Extra Ordinary General Meeting (EOGM) of Air Link Communication Limited (the Company) will be held on Thursday, March 27, 2025 at 10:00 a.m. at Pearl Continental Hotel, Shahrah-e-Quaid-e-Azam, Lahore, Pakistan as well as through online video conferencing facility to transact the following business:

A. SPECIAL BUSINESS

  • 1) To consider and if deem fit, to pass, with or without modification(s), the following as Special Resolution for the subdivision of the share capital of the Company :

  • i. RESOLVED THAT, pursuant to Section 85(1)(c) of the Companies Act,

2017, and Article 5 of the Articles of Association of the Company, the existing share capital of the Company, including its authorized, issued, and paid-up capital, be and is hereby altered such that the nominal value of each ordinary share is revised from Rupees Ten (Rs. 10/-) to Rupees Two (Rs. 2/-), resulting in the subdivision of each existing ordinary share into five (5) ordinary shares of Rs. 2/- each, without any alteration in the rights and privileges attached thereto.

  • ii. FURTHER RESOLVED THAT, in consequence of the above amendment, the existing Clause V of the Memorandum of Association of the Company and Article 5 of the Articles of Association of the Company be and hereby replaced accordingly, to read as follows:

a) Clause V of Memorandum of Association

The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of Rs. 2/- (Rupees two only) each.

b) Article 5 of the Article of Association

The Authorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of Rs. 2/- (Rupees Two only) each with powers to the Company from time to time to increase and reduce its Capital for the time being into several classes in accordance with the provisions of the Act.

iii. FURTHER RESOLVED THAT, the Paid-up Capital of the Company be and is hereby subdivided from 395,269,231 Ordinary Shares of Rs. 10/each to 1,976,346,155 Ordinary shares of Rs. 2/- each.

iv. FURTHER RESOLVED THAT the Chief Executive Officer and Company Secretary be and are hereby jointly and severally authorized to take all necessary or incidental actions to implement this resolution, including but not limited to the preparation, execution, and filing of requisite documents with the Securities and Exchange Commission of Pakistan (SECP), the Pakistan Stock Exchange (PSX), the Central Depository Company (CDC) and any other relevant regulatory authorities.

B. ANY OTHER BUSINESS

To transact any other business that may be placed before the meeting with the permission of the Chair.

The Statement under Section 134(3) of the Companies Act 2017 (Statement) pertaining to the special businesses to be transacted at the Extra Ordinary General Meeting is annexed with the notice.

By the order of the Board

(AMER LATIF)

Company Secretary

Lahore: March 6, 2025

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NOTES:

1. Book Closure

Share Transfer Books of the Company shall remain closed from Friday, March 21, 2025 to Thursday, March 27, 2025 (both days inclusive) and no transfers will be registered during that time. To ensure that any share transfer deeds are registered in time for the above entitlement, they must be received by the Company’s Share Registrar at CDC Share Registrar Services Limited, CDC House, 99-B, Block ‘B’ S.M.C.H.S. Main Shahra-eFaisal, Karachi, Karachi-74400, Tel: Customer Support Services (Toll Free) 0800CDCPL (23275), Fax: (92-21) 34326053, Email: [email protected], Website: www.cdcsrsl.com by the close of business on Thursday, March 20, 2025.

2. Appointment of Proxy and participation in the EOGM

A member of the Company who is entitled to attend and vote at the Extra Ordinary General Meeting may appoint another member as their proxy to attend and vote on their behalf. To be considered valid, proxy forms must be duly stamped, signed, and submitted to the Registered Office at 152/1 – M, Quaid-e-Azam Industrial Estate, Kot Lakh Pat, Lahore, at least 48 hours prior to the meeting. Please note that the proxy must be a member of the Company. Proxy Forms are available in both Urdu and English and can be found attached to the notice circulated to shareholders, as well as on the Company’s website at https://www.airlinkcommunication.com/notices-announcements.

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Members, who have deposited their shares into Central Depository Company of Pakistan will further have to follow the under mentioned guidelines.

a. Attending of Meeting in Person:

  • i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration detail are uploaded as per the regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card (CNIC)/ original passport at the time of attending the meeting.

  • ii) In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature of the nominee shall be produced at the time of meeting.

  • b. Appointment of Proxies:

  • i) In case of individuals, the account holder or sub-account holder and /or the person whose securities are in group account and their registration details are uploaded as per the regulations, shall submit the proxy form as per the above requirement.

  • ii) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

  • iii) The proxy shall produce his/her original CNIC/original passport at the time of the meeting.

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  • iv) In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted along with proxy form to the Company.

3. Online Registration to participate in the meeting

In light of the clarification issued by the Securities and Exchange Commission of Pakistan for ensuring maximum participation of members in general meeting through electronic means as a regular feature, the members can also participate in the EOGM through zoom video link facility.

  • a) To attend the meeting, members are requested to register themself by providing the following information along with a valid copy of CNIC (both sides)/ passport or attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at [email protected] on or before Wednesday, March 26, 2025;
Name of Share
Holder
CNIC No. CDC Account
No./Folio No
Cell No Email Address
  • b) Members who are registered, after the necessary verification, will be provided a video link by the Company on the said email address. The login facility will remain open from 09:45 a.m. till the end of the meeting.

4. Procedure for E-Voting:

  • a. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company, by the close of business of March 20, 2025.

  • b. The web address, and login details, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

  • c. Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.

  • d. E-Voting lines will start from March 24, 2025, at 09:00 a.m. and shall close on March 26, 2025, at 5:00 p.m. Members can cast their votes at any time in this period. Once the vote on a resolution is cast by a member, he /she shall not be allowed to change it subsequently

5. Procedure for Voting Through Postal Ballot:

  • (a) The members shall ensure that duly filled and signed ballot paper along with a copy of the Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through a post on the Company's registered address at 152/1 - M, Quaid-e-Azam Industrial Estate Kot Lakhpat, Lahore or email at [email protected] , by or before March 26, 2025 during working hours. The signature on the ballot paper shall match with the signature on CNIC.

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STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

This Statement sets out the material facts concerning the Special Business to be transacted at the Extra-Ordinary General Meeting of the Company scheduled for Thursday, March 27, 2025:

Share Subdivision and Capital Restructuring

The Board of Directors of Air Link Communication Limited (the Company) has proposed the subdivision of the Company’s shares to enhance market liquidity, improve investor accessibility, and broaden the shareholder base. It is proposed that the face value of each ordinary share be changed from Rupees Ten (Rs. 10/-) to Rupee Two (Re. 2/-), thereby increasing the number of shares fivefold without altering the total paid-up / authorized capital. The new shares proposed to be created, as a result of subdivision, shall rank pari passu with no change in the rights and privileges attached to the shares as compared to the existing shares.

Consequently, the subscribed and paid-up capital of the Company, currently consisting of 395,269,231 ordinary shares with a face value of Rs. 10/- each, will be reconstituted into 1,976,346,155 ordinary shares with a face value of Rs. 2/- each, while maintaining the total paidup capital unchanged.

Eligible shareholders will be entitled to receive 5 shares of Rs. 2/- each for every 1 share of Rs. 10/- held in their names as on the effective date to be announced later following the approval of Shareholders and by receipt of all necessary regulatory approvals, as stipulated under Section 85(1)(c) of the Companies Act, 2017.

The proposed subdivision necessitates amendments to Clause V of the Memorandum of Association and Article 5 of the Articles of Association to reflect the revised number and face value of the shares in the authorized capital. A comparison of the existing and proposed clauses is as follows:

Memorandum of Association

Existing Clause V
Proposed Clause V
The authorized capital of the Company is
The authorized capital of the Company is
Rs 6,000,000,000 (Rupees Six Billion
Rs 6,000,000,000 (Rupees Six Billion
Only)
divided
into
600,000,000
(Six
Only) divided into 3,000,000,000 (Three
Hundred Million Only) ordinary shares of
Billion Million Only) ordinary shares of
Rs.10/- (Rupees Ten only) each.
Rs.2/- (Rupees Two only) each.
**Articles of Association **
Existing Clause 5
Proposed Clause 5

The authorized capital of the Company is The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six Billion Rs 6,000,000,000 (Rupees Six Billion Only) divided into 600,000,000 (Six Only) divided into 3,000,000,000 (Three Hundred Million Only) ordinary shares of Billion Million Only) ordinary shares of Rs.10/- (Rupees Ten only) each. Rs.2/- (Rupees Two only) each. Articles of Association Existing Clause 5 Proposed Clause 5 The Authorized Capital of the Company is The Authorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six Billion Rs. 6,000,000,000/- (Rupees Six Billion Only) divided into 600,000,000 (Six Only) divided into 3,000,000,000 (Three Hundred Million Only) ordinary shares of Billion Only) ordinary shares of Rs. 2/Rs. 10/- (Rupees Ten only) each with (Rupees Two only) each with powers to the powers to the Company from time to time Company from time to time to increase and to increase and reduce its Capital for the reduce its Capital for the time being into time being into several classes in several classes in accordance with the accordance with the provisions of the Act. provisions of the Act.

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Interest of Directors

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

Statement by the Board

Subject to shareholder approval through a Special Resolution under Section 85(1)(c) of the Companies Act, 2017, the Board recommends the proposed changes, confirming their legal and regulatory compliance.

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AIR LINK COMMUNICATION LIMITED Ballot Paper for Voting Through Post

For poll at the Extra Ordinary General Meeting to be held on Thursday, 27 March 2025, at 10:00 a.m. at Pearl Continental Hotel, Shahrah-e-Quaid-e-Azam, Lahore .

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: [email protected]

Folio / CDC Account # Name of Shareholders / Joint Shareholders / Proxy Holder Registered Address Number of shares held CNIC / NICOP/ Passport No. (copy to be attached) Additional Information and enclosures (In case of Body Corporate, Corporation and Federal Government) Name of Authorized Signatory: CNIC / NICOP/ Passport No. (copy to be attached)

I/we hereby exercise my/our vote in respect of the following ordinary resolution(s) through postal ballot by giving my/our assent or dissent to the following ordinary resolution(s) by placing tick (✓) mark in the appropriate box below:

Special Business(s)

To consider and if deem fit, to pass, with or without modification(s), the following as Special Resolution for the subdivision of the share capital of the Company :

RESOLVED THAT, pursuant to Section 85(1)(c) of the Companies Act, 2017, and Article 5 of the Articles of Association of the Company, the existing share capital of the Company, including its authorized, issued, and paid-up capital, be and is hereby altered such that the nominal value of each ordinary share is revised from Rupees Ten (Rs. 10/-) to Rupees Two (Rs. 2/-), resulting in the subdivision of each existing ordinary share into five (5) ordinary shares of Rs. 2/- each, without any alteration in the rights and privileges attached thereto.

FURTHER RESOLVED THAT, in consequence of the above amendment, the existing Clause V of the Memorandum of Association of the Company and Article 5 of the Articles of Association of the Company be and hereby replaced accordingly, to read as follows:

Clause V of Memorandum of Association

The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six billion only) divided into - 3,000,000,000 (Three billion only) ordinary shares of Rs. 2/ (Rupees two only) each.

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Article 5 of the Article of Association

The Authorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of Rs. 2/- (Rupees Two only) each with powers to the Company from time to time to increase and reduce its Capital for the time being into several classes in accordance with the provisions of the Act.

FURTHER RESOLVED THAT, the Paid-up Capital of the Company be and is hereby subdivided from 395,269,231 Ordinary Shares of Rs. 10/- each to 1,976,346,155 Ordinary shares of Rs. 2/each.

FURTHER RESOLVED THAT the Chief Executive Officer and Company Secretary be and are hereby jointly and severally authorized to take all necessary or incidental actions to implement this resolution, including but not limited to the preparation, execution, and filing of requisite documents with the Securities and Exchange Commission of Pakistan (SECP), the Pakistan Stock Exchange (PSX), the Central Depository Company (CDC) and any other relevant regulatory authorities.

  • Instructions For Poll

    1. Please indicate your vote by ticking (✓) the relevant box.
  • In case if both the boxes are marked as (✓), your poll shall be treated as “Rejected” .

I/we hereby exercise my/our votes in respect of the above ordinary resolutions through ballot by conveying my/our favour or against to the resolution by placing tick (✓) mark in the appropriate box below:

Resolutions

I/We assent to the Resolution I/We dissent to the (FOR) Resolutions (AGAINST)

Signature of shareholder(s) )/Proxy Holder/Authorized Signatory ______ Place: Date:

NOTES/PROCEDURE FOR SUBMISSION OF BALLOT PAPER:

  1. Duly filled and signed ballot paper, along with a copy of the CNIC/ NICOP/ Passport**, should reach the Chairman of the meeting through the post at the Company’s registered address, 152/1 - M, Quaid-e-Azam Industrial Estate Kot Lakhpat, Lahore, or email at [email protected]

  2. Postal Ballot Form should reach Chairman of the meeting on or before Wednesday, 26 March 2025 during working hours. Any Postal Ballot received after this date, will not be considered for voting.

  3. Signature on postal ballot paper should match with signature registered on CNIC/ Passport**.

  4. In case of Body Corporate, Corporation and Federal Government, certified copy of Board resolution/ Power of attorney along with valid copies of CNIC/ NICOP/ Passport of authorised signatory(ies) will be required**.

  5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written Ballot Paper will be rejected. 6. The shareholders may download the Postal Ballot Form from the Company’s website

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AIR�LINK�COMMUNICATION�LIMITED
Notice�of�the�Extra�Ordinary�General�Meeting
NOTICE IS HEREBY GIVEN that the Extra Ordinary General Meeting (EOGM) of Air Link Communication Limited (the Company) will be held on Thursday, March
27,2025at10:00a.m.atPearl Continental Hotel, Shahrah-e-Quaid-e-Azam, Lahore, Pakistan as well as through online video conferencing facility to transact the following
business:
A. SPECIALBUSINESS
1) To considerandifdeemfit,topass, withor withoutmodification(s),thefollowingasSpecialResolutionforthesubdivisionof thesharecapitalof theCompany:
i. RESOLVEDTHAT, pursuant to Section 85(1)(c) of the CompaniesAct, 2017, andArticle 5 of theArticles ofAssociation of the Company, the existing share
capital of the Company, including its authorized, issued, and paid-up capital, be and is hereby altered such that the nominal value of each ordinary share is
revised from RupeesTen (Rs. 10/-) to RupeesTwo (Rs. 2/-), resulting in the subdivision of each existing ordinary share into five (5) ordinary shares of Rs. 2/-
each,withoutanyalterationintherightsandprivilegesattachedthereto.
ii. FURTHER RESOLVED THAT, in consequence of the above amendment, the existing Clause V of the Memorandum ofAssociation of the Company and
Article5of theArticlesofAssociationof theCompanybeandherebyreplacedaccordingly,toreadasfollows:
a) ClauseVofMemorandum ofAssociation
The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of Rs.
2/-(Rupeestwoonly)each.
b) Article5oftheArticleofAssociation
TheAuthorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of
Rs. 2/- (Rupees Two only) each with powers to the Company from time to time to increase and reduce its Capital for the time being into several classes in
accordancewiththeprovisions oftheAct.
iii. FURTHER RESOLVED THAT, the Paid-up Capital of the Company be and is hereby subdivided from 395,269,231 Ordinary Shares of Rs. 10/- each to
1,976,346,155Ordinaryshares ofRs. 2/-each.
iv. FURTHER RESOLVEDTHAT the Chief Executive Officer and Company Secretary be and are hereby jointly and severally authorized to take all necessary
or incidental actions to implement this resolution, including but not limited to the preparation, execution, and filing of requisite documents with the Securities
and Exchange Commission of Pakistan (SECP), the Pakistan Stock Exchange (PSX), the Central Depository Company (CDC) and any other relevant
regulatoryauthorities.
B. ANYOTHERBUSINESS
To transactanyotherbusiness thatmaybeplacedbeforethemeetingwiththepermissionoftheChair.
The Statement under Section 134(3) of the Companies Act 2017 (Statement) pertaining to the special businesses to be transacted at the Extra Ordinary General Meeting is
annexedwiththenotice. By�the�order�of�the�Board
Lahore:�March�6,�2025 (AMER�LATIF)
Company�Secretary
NOTES:
1. Book�Closure
Share Transfer Books of the Company shall remain closed from Friday, March 21,2025toThursday, March 27, 2025(both days inclusive) and no transfers will be
registered during that time. To ensure that any share transfer deeds are registered in time for the above entitlement, they must be received by the Company's Share
Registrar at CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B' S.M.C.H.S. Main Shahra-e-Faisal, Karachi, Karachi-74400, Tel: Customer Support
Services (Toll Free) 0800-CDCPL (23275), Fax: (92-21) 34326053, Email: [email protected], Web site: www.cdcsrsl.com by the close of business on Thursday,
March20,2025.
2. Appointment�of�Proxy�and�participation�in�the�EOGM
Amember of the Company who is entitled to attend and vote at the Extra Ordinary General Meeting may appoint another member as their proxy to attend and vote on their
behalf.To be considered valid, proxy forms must be duly stamped, signed, and submitted to the Registered Office at 152/1 M, Quaid-e-Azam Industrial Estate, Kot Lakh
Pat, Lahore, at least 48 hours prior to the meeting. Please note that the proxy must be a member of the Company. Proxy Forms are available in both Urdu and English and
canbefound attachedtothenoticecirculatedtoshareholders,as wellasontheCompany's websiteat https://www.airlinkcommunication.com/notices-announcements.
Members,who havedepositedtheirshares intoCentralDepositoryCompanyof Pakistanwillfurtherhavetofollowtheundermentionedguidelines.
a. Attending ofMeetinginPerson:
i) In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration detail are
uploaded as per the regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card (CNIC)/ original
passportatthetimeof attendingthemeeting.
ii) In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature of the nominee shall be produced at the time of
meeting.
b. Appointment ofProxies:
i) In case of individuals, the account holder or sub-account holder and /or the person whose securities are in group account and their registration details are
uploadedaspertheregulations,shallsubmittheproxyformaspertheaboverequirement.
ii) Attestedcopiesof CNIC orthepassport ofthebeneficialowners andtheproxyshallbefurnishedwiththeproxy form.
iii) Theproxy shallproducehis/heroriginalCNIC/originalpassport atthetimeofthemeeting.
iv) In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted along with proxy form to the
Company.
3. Online�Registration�to�participate�in�the�meeting
In light of the clarification issued by the Securities and Exchange Commission of Pakistan for ensuring maximum participation of members in general meeting through
electronicmeansas aregularfeature,thememberscanalsoparticipateintheEOGM throughzoomvideolinkfacility.
a) To attend the meeting, members are requested to register themself by providing the following information along with a valid copy of CNIC (both sides)/ passport
or attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at [email protected] on or before
Wednesday,March26,2025;
CDC Account
Name�of�Share�Holder CNIC No. No./Folio�No Cell�No. Email Address
b) Members who are registered, after the necessary verification, will be provided a video link by the Company on the said email address. The login facility will
remainopenfrom09:45a.m.tilltheendofthemeeting.
4. ProcedureforE-Voting:
a. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-
mailaddresses availableintheregisterofmembersoftheCompany, bythecloseofbusiness ofMarch20,2025.
b. The web address, and login details, will be communicated to members via email. The security codes will be communicated to members through SMS from the
webportalofCDC ShareRegistrarServicesLimited(beingthee-votingserviceprovider).
c. IdentityoftheMembersintendingtocastvotethroughe-Votingshallbeauthenticatedthroughelectronicsignatureorauthenticationforlogin.
d. E-Voting lines will start from March 24, 2025, at 09:00 a.m. and shall close on March 26, 2025, at 5:00 p.m. Members can cast their votes at any time in this
period.Oncethevoteonaresolutioniscastbyamember,he/sheshallnotbeallowedtochangeitsubsequently
5. ProcedureforVotingThrough PostalBallot:
(a) The members shall ensure that duly filled and signed ballot paper along with a copy of the Computerized National Identity Card (CNIC) should reach the
Chairman of the meeting through a post on the Company's registered address at 152/1 - M, Quaid-e-Azam Industrial Estate Kot Lakhpat, Lahore or email at
[email protected],byor beforeMarch26,2025 duringworkinghours.ThesignatureontheballotpapershallmatchwiththesignatureonCNIC.
STATEMENT UNDER�SECTION�134(3)�OF THE�COMPANIES ACT,�2017
This Statement sets out the material facts concerning the Special Business to be transacted at the Extra-Ordinary General Meeting of the Company scheduled for Thursday,
March27,2025:
ShareSubdivision and Capital Restructuring
The Board of Directors ofAir Link Communication Limited (the Company) has proposed the subdivision of the Company's shares to enhance market liquidity, improve investor
accessibility, and broaden the shareholder base. It is proposed that the face value of each ordinary share be changed from Rupees Ten (Rs. 10/-) to Rupee Two (Re. 2/-), thereby
increasing the number of shares fivefold without altering the total paid-up / authorized capital. The new shares proposed to be created, as a result of subdivision, shall rank pari
passu withnochangeintherightsandprivilegesattachedtotheshares ascomparedtotheexistingshares.
Consequently, the subscribed and paid-up capital of the Company, currently consisting of 395,269,231 ordinary shares with a face value of Rs. 10/- each, will be reconstituted
into1,976,346,155ordinaryshares withafacevalueofRs. 2/-each,whilemaintainingthetotalpaid-upcapitalunchanged.
Eligible shareholders will be entitled to receive 5 shares of Rs. 2/- each for every 1 share of Rs. 10/- held in their names as on the effective date to be announced later following the
approvalofShareholdersandbyreceiptof allnecessaryregulatoryapprovals,asstipulatedunderSection85(1)(c)of theCompaniesAct,2017.
The proposed subdivision necessitates amendments to ClauseVof the Memorandum ofAssociation andArticle 5 of theArticles ofAssociation to reflect the revised number and
facevalueof theshares intheauthorizedcapital.Acomparisonoftheexistingandproposedclausesisasfollows:
Memorandum�of Association
Existing�Clause V Proposed�Clause V
The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six Billion The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six Billion
Only) divided into 600,000,000 (Six Hundred Million Only) ordinary shares of Only) divided into 3,000,000,000 (Three Billion Million Only) ordinary shares
Rs.10/-(RupeesTenonly)each. of Rs.2/- (RupeesTwo only)each.
Articles�of Association
Existing�Clause�5 Proposed�Clause�5
The Authorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six The Authorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six
Billion Only) divided into 600,000,000 (Six Hundred Million Only) ordinary BillionOnly) dividedinto3,000,000,000 (ThreeBillionOnly) ordinaryshares of
shares of Rs. 10/- (Rupees Ten only) each with powers to the Company from Rs. 2/- (RupeesTwo only) each with powers to the Company from time to time to
time to time to increase and reduce its Capital for the time being into several increase and reduce its Capital for the time being into several classes in
classesinaccordancewiththeprovisions of theAct.
Interest ofDirectors
TheDirectorsof theCompanyhavenopersonalinterestinthismatterexcepttotheextentoftheirrespectiveshareholding.
Statement by theBoard
Subject to shareholder approval through a Special Resolution under Section 85(1)(c) of the Companies Act, 2017, the Board recommends the proposed changes, confirming
theirlegalandregulatorycompliance.
AIR�LINK�COMMUNICATION�LIMITED
Ballot�Paper for Voting Through�Post
For pollattheExtraOrdinaryGeneralMeetingtobeheldonThursday,27March2025,at10:00a.m.atPearlContinentalHotel,Shahrah-e-Quaid-e-Azam,Lahore.
Designatedemailaddress oftheChairmanatwhichthedulyfilledinballotpapermaybesent:[email protected]
Folio / CDC Account #
Registered Address
Number of shares held
CNIC / NICOP/ Passport No. (Copy to be attached)
Additional�Information�and�enclosures (In�case�of�Body�Corporate,�Corporation�and�Federal�Government)
Name�of Authorized�Signatory:
CNIC�/�NICOP/�Passport�No. (Copy�to�be�attached)
I/we hereby exercise my/our vote in respect of the following ordinary resolution(s) through postal ballot by giving my/our assent or dissent to the following ordinary resolution(s)
by placingtick() markintheappropriateboxbelow:
Special�Business(s)
Toconsiderandifdeemfit,topass, withorwithoutmodification(s),thefollowingas SpecialResolutionfor thesubdivisionofthesharecapitaloftheCompany:
RESOLVED THAT, pursuant to Section 85(1)(c) of the Companies Act, 2017, and Article 5 of the Articles of Association of the Company, the existing share capital of the
Company, including its authorized, issued, and paid-up capital, be and is hereby altered such that the nominal value of each ordinary share is revised from Rupees Ten (Rs. 10/-)
to RupeesTwo (Rs. 2/-), resulting in the subdivision of each existing ordinary share into five (5) ordinary shares of Rs. 2/- each, without any alteration in the rights and privileges
attachedthereto.
FURTHER RESOLVED THAT, in consequence of the above amendment, the existing Clause V of the Memorandum of Association of the Company and Article 5 of the
ArticlesofAssociationof theCompanybeandherebyreplacedaccordingly,toreadasfollows:
ClauseVofMemorandumofAssociation
The authorized capital of the Company is Rs 6,000,000,000 (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of Rs. 2/- (Rupees two
only)each.
Article5 oftheArticleofAssociation
TheAuthorized Capital of the Company is Rs. 6,000,000,000/- (Rupees Six billion only) divided into 3,000,000,000 (Three billion only) ordinary shares of Rs. 2/- (RupeesTwo
only)eachwithpowers totheCompanyfromtimetotimetoincreaseandreduceitsCapitalforthetimebeingintoseveralclassesinaccordancewiththeprovisionsof theAct.
FURTHER RESOLVED THAT, the Paid-up Capital of the Company be and is hereby subdivided from 395,269,231 Ordinary Shares of Rs. 10/- each to 1,976,346,155
Ordinaryshares ofRs. 2/-each.
FURTHER�RESOLVED THAT the�Chief�Executive�Officer�and�Company�Secretary�be�and�are�hereby�jointly�and�severally�authorized�to�take�all�necessary�or�incidental
actions�to�implement�this�resolution,�including�but�not�limited�to�the�preparation,�execution,�and�filing�of�requisite�documents�with�the�Securities�and�Exchange
Commission�of�Pakistan�(SECP),�the�Pakistan�Stock�Exchange�(PSX),�the�Central�Depository�Company�(CDC)�and�any�other�relevant�regulatory�authorities.
Instructions�For Poll
1.Pleaseindicateyourvotebyticking( )therelevantbox.
2.In caseifboththeboxes aremarkedas ( ),yourpollshallbetreatedas “Rejected” .
I/we hereby exercise my/our votes in respect of the above ordinary resolutions through ballot by conveying my/our favour or against to the resolution by placing tick ( )
markintheappropriateboxbelow:
Resolutions I/We�assent�to�the�Resolution�(FOR) I/We��dissent�to�the�Resolutions�(AGAINST)
Signatureofshareholder(s))/Proxy Holder/AuthorizedSignatoryDate: ______ Place:
NOTES/PROCEDURE�FOR�SUBMISSION�OF BALLOT PAPER:
1. Duly�filled�and�signed�ballot�paper,�along�with�a�copy�of�the�CNIC/�NICOP/�Passport,�should�reach�the�Chairman�of�the�meeting�through�the�post�at�the
Company's�registered�address,�152/1�-�M,�Quaid-e-Azam�Industrial�Estate�Kot�Lakhpat,�Lahore,�or�email�at�[email protected]
2. Postal Ballot Form should reach Chairman of the meeting on or before Wednesday, 26 March 2025 during working hours.Any Postal Ballot received after this date, will not
beconsideredforvoting.
3. Signatureonpostalballotpapershould matchwithsignatureregisteredonCNIC/Passport
.
4. In case of Body Corporate, Corporation and Federal Government, certified copy of Board resolution/ Power of attorney along with valid copies of CNIC/ NICOP/ Passport
ofauthorisedsignatory(ies)willberequired.
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