Worldcall Telecom Limited — Proxy Solicitation & Information Statement 2025

Apr 8, 2025

08 April 2025

WTL/CORP/PSX/Notice-AGM-0804/2025 / PUCARS, & Courier

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

SUBJECT: NOTICE OF ANNUAL GENERAL MEETING ("AGM") OF WORLDCALL TELECOM LTD. FOR THE YEAR ENDED 31 DECEMBER 2024

Dear Sir,

Enclosed please find a copy of the Notice of the 25th Annual General Meeting for the year ended 31 December 2024 to be held on April 30, 2025 for circulation among the TRE Certificate Holders of the Exchange.

You may please inform the members of the Exchange accordingly.

Yours truly, For WorldCall Telecom Limited

Muhammad Sarfraz Javed Company Secretary

Enclosed: as above

Copy to:

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

Head Office:

Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat Lahore. Tel # (+ 92 42) 35400544, 35400609, 35110965 www.worldcall.com.pk, www.worldcall.net.pk

Notice of 25th Annual General Meeting ("AGM")

Notice is hereby given that 25th Annual General Meeting ("AGM") of the shareholders of WorldCall Telecom Limited (the "Company" or "WTL") will be held on Wednesday, 30th April 2025 at 11:00 a.m. at Registered Office: Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore-Pakistan to transact the following business:

ORDINARY BUSINESS:

• 1. To confirm the minutes of the 24^th Annual General Meeting held on 29 April 2024;
• 1. To receive, consider, adopt and approve the separate as well as consolidated Financial Statements for the year ended December 31, 2024 read together with notes forming part thereof, Director's, Auditor's, Code of Corporate Governance (CCG) & Chairman's Review Report thereon and ancillary matters thereto:
• 1. To appoint Auditors of the Company for the year ending 31^st December 2025 and to fix their remuneration;
• 1. To transact any other business with the permission of the Chair.

April 08, 2025 Lahore:

By Order of the Board

Muhammad Sarfraz Javed Company Secretary

Notes:

1. Closure of Share Transfer Books:

The Share Transfer Books of the Company will remain closed from 23 April 2025 to 30 April 2025 (both days inclusive). Transfers received at the office of the Company's Registrars, M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, DHA Phase-VII, Karachi-75500, by the close of business on 22 April 2025 will be treated in time.

As per directions of the Commission, no gifts will be distributed at the meeting.

Head Office: Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore. Tel # (+92 42) 35400544, 35400609, 35110965 www.worldcall.net.pk

WorldCall

2. Participation in the Annual General Meeting:

All members entitled to attend and vote at the meeting, are entitled to appoint another member in writing as their proxy to attend and vote on their behalf. A corporate entity, being a member, may appoint any person, regardless they are member or not, as its proxy. In case of corporate entities, a resolution of the Board of Directors / Power of attorney with specimen signature of the person nominated to represent and vote on behalf of corporate entity shall be submitted to the Company along with completed proxy form. The proxy holders are requested to produce their CNICs or original passports at the time of meeting.

In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore-Pakistan at least 48 hours before the time of the meeting.

3. Guidelines for CDC Account Holders:

Member who have deposited their shares into CDC will further have to follow the under-mentioned guidelines as laid down in circular 01 of 2000 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

a. For attending the meeting personally:

• In case of individuals, the account holders or sub-account holders whose registration details are i. uploaded as per the Regulations shall authenticate his/her original valid Computerized National Identity Card (CNIC) or the original passport at the time of attending the meeting.
• ii. In case of corporate entity, the Board of Director's resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of meeting.

b. For appointing other members as proxies:

• In case of individuals, the account holders or sub-account holders whose registration details are i) uploaded as per the Regulations shall submit the proxy form as per above requirements.
• ii) Attested copies of valid CNIC or of the passport of the beneficial owner and the proxy shall be furnished with the proxy form.
• iii) The proxy shall produce original valid CNIC or original passport at the time of meeting.
• iv) In case of corporate entity, the Board of Director's resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with the proxy form to the Company.
• v) Proxy form will be witnessed by two persons whose names, addresses and valid CNIC numbers shall be mentioned on the forms.

Head Office: Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore. Tel # (+92 42) 35400544, 35400609, 35110965 www.worldcall.net.pk

• c. For exercising electronic voting right through Intermediary by providing consent in writing regarding appointment of execution officer as proxy as per the Companies (E-Voting) Regulations, 2016:
• $\mathsf{i}$ (name of the person), (designation) is appointed as execution officer for the meeting.
• ii) The instruction to appoint execution officer and opting to e-vote through Intermediary as per the Companies (E-Voting) Regulations, 2016 shall be deposited to the company at least Ten days before holding of general meeting at Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore-Pakistan or through email corp.info@worldcall.pk
• iii) The proxy/e-voting form shall be witnessed by two persons whose names, addresses and CNIC members shall be mentioned on the form.
• iv) The company will arrange for e-voting if the company receives demand for poll from at least five members or by any member or members having not less than one tenth of the voting power.

4. Audited Financial Statement Through Email:

SECP through its Notification SRO 787 (I)/2014 dated 08 September 2014 has allowed circulation of Audited Financial Statements along with and notice which falls in the ambit of sections 50, 158 and 233 of the Companies Ordinance 1984. Therefore, all members who wish to receive soft copy of Annual Report and notices are requested to send their email addresses. The consent for electronic transmission to be updated on investor's information link of the Company's website: www.worldcall.com.pk

The Company shall, however, provide hard copy of the Audited Financial Statements to its shareholders, on request, free of cost, within seven days of receipt of such request. Members are requested to notify any change in their registered address if any, immediately.

The Company shall place the financial statements and reports on the Company's website: www.worldcall.com.pk at least twenty one (21) days prior to the date of the Annual General Meeting in terms of SRO 634 (I)/2014 dated 10 July 2014 issued by the SECP.

5. Conversion of Physical Securities into Book Entry Form

As per Section 72 of the Companies Act, 2017 every listed company is required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Act, i.e., May 30, 2017. Further, vide its letter dated March 26, 2021, SECP has directed all the listed companies to pursue its shareholder for conversion of their physical securities into book entry form.

In light of the aforementioned directives, the Shareholders having physical shareholding are encouraged to open CDC account with CDS participant/CDC Investor Account Services and convert their existing physical securities into book entry form.

Head Office: Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore. Tel # (+92 42) 35400544, 35400609, 35110965 www.worldcall.net.pk

WorldCall

WorldCall Telecom Limited

6. Form for Video Conference Facility

Members can also avail video conference facility in (Karachi, Lahore) In this regard please fill the following and submit to registered address of the Company 10 days before holding of general meeting.

If the company receives consent, from members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference at least 10 days prior to date of meeting, the company will arrange video conference facility in that city subject to availability at least 5 days before the date of general meeting along with complete information necessary to enable them to access such facility.

I/We,									being a member of World Call
		Telecom Limited, holder of			(Ordinary Share(s) as per Register Folio
No.		hereby	opt	tor	video	conference		facility	at

Signature of Member

Head Office:

Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat Lahore. Tel # (+ 92 42) 35400544, 35400609, 35110965 www.worldcall.com.pk, www.worldcall.net.pk