PICIC Insurance Limited — M&A Activity 2026

May 7, 2026

PICIC INSURANCE

PICIC Insurance Limited
3rd Floor, Nadir House,
I.I. Chundrigar Road
Karachi.
Tel : 021-32410781
Fax : 021-32410782

May 07, 2026

Mr. Wasim A. Sattar
Assistant General Manager – Listing Department
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi

SUBJECT: MATERIAL INFORMATION - IMPLEMENTATION OF COURT APPROVED SCHEME OF ARRANGEMENT AND SHARE ISSUANCE

Dear Sir,

With reference to your letter # PSX/ C-7-C-495 dated April 28, 2026, please find attached the Certified True Copy of the Court Order for your record.

Kindly acknowledge.

Yours Sincerely

Matz Ali
Marketing Director / CEO

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Page | 1
Presented on 28/12/2017
Deputy Registrar (O.S.)
1483/4
1488/4
1
1
1
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1

IN THE HIGH COURT OF SINDH AT KARACHI
(Original Company Jurisdiction)

JCM No. 45 /2017

under sections 279, 280, 281 & 282
of the Companies Act, 2017

In the matter of merger of PICIC Insurance Ltd. and Crescent Star Food (Pvt.) Ltd.

1- M/s. PICIC Insurance Ltd.
a company incorporated under
the Companies Ordinance, 1984
in Pakistan and having its officer situated
at 2nd Floor, Nadir House,
I.L. Chundrigar Road,
Karachi.

2- M/s. Crescent Star Foods (Pvt.) Ltd.
a company incorporated under the
Companies Ordinance, 1984
in Pakistan and having its registered office
situated at 2nd Floor, Nadir House,
I.L. Chundrigar Road,
Karachi.

Petitioners

PETITION UNDER SECTION 279 OF THE COMPANIES ACT,
2017 READ WITH SECTIONS 280, 281 AND 282 OF THE
COMPANIES ACT, 2017

The Petitioners respectfully beg to submit as under:

This Petition seeks sanction of this Honorable Court under
section 279 of the Companies Act, 2017 (the Act, 2017) to a
scheme of arrangement for amalgamation / merger of the
Petitioners and to obtain certain other orders from this Honorable
Court under section 279 to 282 of the Act, 2017.

THE PETITIONER NO. 1

1- That the Petitioner No. 1 is M/s PICIC Insurance Ltd., was
incorporated under the provisions of the Companies

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THE HIGH COURT OF SINDH KARACHI

[COMPANY BENCH]

J.C. Misc. No. 45 of 2017
IN THE MATTER OF MERGER

Petitioner 1
: M/s. PICIC Insurance Limited through Mr. Zeeshán Abdullah, Advocate, alongwith M/s. Adnan Abdullah, Shoaib Ahmed Khoso, Ms. Sidra Hussain, Advocates.

Petitioner 2
: M/s. Cresent Star Foods (Pvt.) Ltd., through Mr. M. Umar Farooq, Advocate, holds brief for Mr. Farjad Ali Khan, Advocate.

Objectors
: M/s. Salim Sozer Securities Private Limited and Mr. Abdus Samad Sozer, through Ms. Rabia Khan, Advocate.

On Court Notice
: Securities Exchange Commission of Pakistan through Mr. Imran Shamsi, Advocate.

Date of hearing
: 16-04-2026

Date of order
: 16-04-2026

ORDER

Muhammad Osman Ali Hadi J. – This petition has been filed seeking a merger between the Petitioners No. 1 and 2. Learned counsel for the Petitioner No. 1 submits that there is no legal obstacle regarding compliance of the instant petition, and that all legal formalities have been completed. He has further referred to the order dated 26-03-2025 passed by this Court, whereby certain directions for furtherance of the merger process were given, which learned counsel have also been complied.¹ On the previous date, i.e. 05-03-2026, the learned counsel appearing for the SECP had submitted that since the Petitioner No.1 is an Insurance Company, which is a regulated industry, the proposed merger was opposed by the SECP. Learned counsel for the SECP was

¹ The compliance of which is available at Part II page 329 and explained in Part II page 357 of the File.

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[J.C. Misc. No. 13 of 2026]

asked to provide the relevant law/regulations is support of this stance of the SECP, for which he sought time. Today, learned counsel for the SECP has appeared and submitted a Written Synopsis. The essence of his position is that although there is no legal bar, however, it is generally not the norm that a company from a regulated industry be allowed to merge with an unregulated company. However, when confronted (again), learned counsel for the SECP has candidly accepted that there is no provision under the law which would bar such a merger. Ms. Rabia Khan, learned counsel appearing on behalf of the Objectors has also given a no-objection to the proposed merger, which is substantiated by the Objectors’ Statement dated 07-09-2020.²

1. Accordingly, the instant petition is allowed. The Scheme of Arrangement is permitted in the terms of the Modified Scheme of Arrangement available as Annexure-A along with the Statement of the Petitioners dated 13-02-2024 at Page No. 63 of Part-II of the Main File, subject to fulfillment of all legal requirements and formalities.

This Petition stands disposed of accordingly.

Sd/- Muhammad Osman Ali Hadi Judge

² Available on File
Page 2

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THE HIGH COURT OF SINDH, KARACHI
CERTIFIED TO BE TRUE COPY

(FAIRMAN ALI)
ASSISTANT REGISTRAR (COPYING)

COPY APPLIED FOR ON 14/04/2020
FEES ESTIMATED ON 27104/2020
ESTIMATED FEES DEPOSITED ON 20
COPY MADE READY/CERTIFIED ON 23/04/2020
STAMP SHIPPED ON 25-04-2020
COPY DELIVERED ON 20

URGENT/WORMAL FEES: PAGE: RS:
COPYING FEES: PAGE: RS:
COMPARING FEES: PAGE: 03 RS: 3512

TOTAL RS: 3512

(FAIRMAN ALI)
ASSISTANT REGISTRAR (COPYING)

COPYRIGHT 1974
OFFICE ASSOCIATE
23/04/2020

(FAIRMAN ALI)
ASSISTANT REGISTRAR (COPYING)