Worldcall Telecom Limited — Proxy Solicitation & Information Statement 2026

Apr 13, 2026

Published in Newspaper "The Express Tribune, Lahore." Dated April 11, 2026

ii | SATURDAY, APRIL 11, 2026

Interest of Directors
Mr. Mabammad Azhar Saeed, Directors of the Company, have a direct interest
Mr. Babar Ali Syed and Mr. Muhammad Azhar Saeed, Directorship in the acquiree UAE entity. According
proposed transaction by v

Mr. Babar Ali Syed and Mr. Muhammad Azhar Saeed, Directors of the Company, have a direct interest in the spaced before the members in the mass
discrepane and state and the space of the space of the companies Act, 2017 and

structure of the proposed special Resolution

structure and the main energy incoming the main structure of the proposed substitute of the proposed substitute of the company of the structure of the company of the structure

Special Business
Agenda Item 4
To consider the rearrangement and reclassification of the authorized share capital of the Company in
To consider the rearrangement and reclassification of the Constant amendments in the
Memor

The existing authorized share capital of the Company comprises ordinary shares and preference shares, as detailed below:
Particulars	Ordinary Shares	Preference Shares	Total
Authorized Capital (Nos.)	1.500.000.000	500,000
Currency	PKR	USS
Par Value (per share)	10.00	100.00	$\overline{\phantom{a}}$
Authorized Capital (Value)	15,000,000,000	50,000,000	$\overline{\phantom{a}}$
$F_{\text{Vekman}}$ $D_{\text{obs}}$ (HCC4 $=$ DI/D)		12200

$\exists$ AGHAHUG NALG (OG3 F = FNN)		$-1$
Authorized Capital (PKR)	15.000.000.000	6.000.000.000	21.000.000.000
The issued and outstanding share capital of the Company as on December 31, 2025 is as follows:
Particulars	Ordinary Shares	Preference Shares
Outstanding Capital (Nos.)	4.982.289.186	88 200

The Company currently does not require the full extent of its authorized preference share capital Chemistry conditions of the full extent of its authorized preference share capital the distribution of the distribution of t

Particulars	Ordinary Shares	Preference Shares	Total
Authorized Capital (Nos.)	1.980.000.000	100,000	$\overline{\phantom{a}}$
Currency	PKR	USS	$\hspace{0.05cm}$
Par Value (per share)	10.00	100.00	$\overline{\phantom{000000000000000000000000000000000000$
Authorized Capital (Value)	19,800,000,000	10,000,000	-
Exchange Rate (US\$1 = PKR) $-$		120.00
Authorized Capital (PKR) Rationale	19,800,000,000	1.200.000.000	21.000.000.000

Rationale

Rationale

The proposed rearrangement is aimed at rationalizing the Company's authorized capital structure by aligning

The proposed rearrangements and future funding strategy. The reallocation from preference s

nowever
(SECP).
In vi of the proposed capital restructuring under Agenda Items No. 4, 5 and 6, it is clarified that upo
al and implementation of the aforesaid agenda items, the earlier approved increase in authorize
deemed to be withdrawn and s

proval
all be

approval and implementation of the aforesaid agenda items, the earlier approved in
shall be deemed to be withdrawn and shall not be pursued further.
Proposed Special Resolutions
RESOLVED THAT pursuant to the provisions of able provisions of the Companies
ire capital of the Company be and
n the statement of material facts

is hereby rearranged, reclassified and reorganized in the manner set out in the statement of material facts
annexed hereto. Consequent upon the aforesaid rearrangement, Clause V of the Memorandum of
FURTHER RESOLVED THAT

Agenda Item 5
To consider the sinces

and the share capital of the Company in accordance with Section 89 of the

stat, 2017 by approximately 90%.

capital and reserves position of the Company as at December 31, 2025 is as follows:
$\frac{PRR(000)}{PRR(000)}$ consider the reduction
mpanies Act, 2017 by a
e share capital and reservation
intervales Capital
sued Capital
scount on Shares
tained Earnings / (Loss)

THE EXPRESS TRIBUNE, LAHORE

pital Reserves	272,796
plus on Revaluation of Fixed Assets	3.035.276
ference Share Capital	890.665
$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$	000000

Dividend on Preference Shares

Dividend on Preference Shares

Dividend on Preference Shares (1981)

The Company has accumulated between which have resulted in an erosion of

Dividend on Final and the capital structure in l

reserves and balances, including discount on shares.
The proposed restructuring is aimed at enhancing the coveral presentation and adjustment of
the proposed restructuring is aimed at enhancing the overall presentation and

roposed Post-Reduction Position
Particulars	PKR (000)
uthorized Capital	21,000,000
ssued Capital	4.982.289
iscount on Shares
etained Earnings / (Loss)	(6, 564, 224)
apital Reserves-Surplus on Revaluation of Fixed Assets
reference Share Capital	890.665
lividend on Preference Shares	320,329
hareholders' Equity	(370.941)

Nature or Reduction
The issued ordinary share capital of the Company is proposed to be reduced by approximately 90%, from
4,982,289,186 ordinary shares to 498,228,918 ordinary shares, by cancelling such portion of the paid

• The set word continues and the control of a broader balance sheet restructuring exercise and is interesting to the compart of a broader balance sheet restructuring exercise and is interesting to a summary correct and rati out of company on a more sustainable financial footing, thereby enabling future restrations investment and capital raising initiatives.
  Effect on Creditors
  Effect on Creditors
  proposed reduction of share capital is entrati

Fine to Compare the substantial raising in a more sustainable financial footing, thereby enabling future restructuring,

Effect on Ceditors and the proposal ratio of share capital is purely an accounting adjue

The proposa

as follows:
Particulars	PKR (000)	No. of Shares
Share Capital Outstanding (before reduction)	49.822.889	4.982.289.186
Capital Reduction (write-off)	(44.840.601)
Share Capital Outstanding (after reduction)	4.982.288	498.228.918
Total Reduction	(44,840,601)	4.484,060,268
FURTHER RESOLVED THAT the aforesaid reduction shall be affected by cancelling such portion of the t

row in EN RESOLVED That the aloresald reduction shall be allected by carlcelling such portion
up share capital as is lost or unrepresented by available assets, in accordance with applicable law

presents contain as is once to misplessmice and shares shall be issued as a result of the capital reduction. Where the publication of the rest of the capital reduction. Where the application of the rest of the capital redu

determined by the Board of Directors of the Company,

reluding but not limited to discount on shares, share

FURTHER RESOLVED THAT the reserves of the Company, including but not limited to discount on shares, share

premiu Th
power

olutions,

red or d

n (S

e

r and any direct to these resolutions.

FURTHER RESOLVED THAT the Chief Executive Officer, the Chief Financial Officer, and the Company, jointly and severally, be and are hereby authorized, to take all n

and any director

• making applications, petitions and submissions to the Honorable Lahore High Court for c
the capital reduction; $\overline{a}$

• $\ddot{\cdot}$
• the capital reduction;
  filing requisite documents, returns and forms with the SECP, Central Depository Company (Cl
  filing requisite documents, returns and forms with the SECP, Central Depository Company (Cl
  any other relev $\bullet$

Other Information

Detail of assets, liabilities and shareholders' equity as per latest annual financial statements and

subsequent interim financial statements, if any,

Detail of assets, liabilities and shareholders' equ

r materiai:
reditors are disclosed in the annual financial statements.
rief details of qualification, reservations, adverse remarks or disclaimer, if any, made by the auditors
hils report on the latest annual financial sta aear
Briet
in hi:

he auditors have issue uniqualities uptition in the matrix and the Company by changing the nominal (par)
gained Itusiness
genda Itusiness from PKR 10/- to PKR 1/- per share keeping the existing number of shares unchanged,

Solution Control of Individual Control of Control of Company and Company

market price of the Company or order of the Company of School Company

market price of the Company order of the existing face value of PKR 10.00 per

• • • circulation;
      improve affordability and accessibility of the shares for a broader base of investors;
      facilitate more efficient price discovery in the market; and
      support potential future capital raising and restructuring in

It is, however, clarified that pursuant to the capital reduction contemplated under Agenda Item No. 5, both the
number of shares and the aggregate value of shareholding will be reduced. Thereafter, upon implementation of t Consequent upon the proposed s
be amended to reflect the revised
Proposed Special Resolutions ed share capital structure

Proposed Special Resolutions
The following resolutions: The following resolutions are proposed to be passed as special resolutions:
The following resolutions are proposed to be passed as special resolutions:
RESOLVED THAT

per since, and we somewhat upon the aforesaid sub-division, Clause V of the Memorandum of
FURTHER RESOLVED THAT consequent upon the aforesaid sub-division, Clause V of the Memorandum of
Association of the Company be and is

afference accounting to the company be and is hereby authorized and

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized and

FURTHER RESOLVED THAT the Board of Directors of the Company

resolutions.

FURTHER RESOLVED THAT the Chief Executive Officer and the Company, the Chief Financial Officer, the

FURTHER RESOLVED THAT the Chief Executive Officer and the Company, the Chief Financial Officer, the

Compan

• outions, including postmalined to:
  • filing requisite documents, returns and forms with the SECP, Central Depository Company (CDC),
  • considers and other relevant authorities;
  • making consequential amendments in the Memor
• making consequential amendments in the Memorandum and Articles of Association of the Companying with any conditions, directions or requirements imposed by any regulatory authority; and
  • taking all ancillary and incident

muniple interespendent copies and increase and increase and increases and capital and sub-division of shares.

Given the integrated nature of these steps, it, that is implement such a implement such actions in a particular

capital suratuture of the Company.
FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to make such modifications,
amendments, additions or deletions to any of the approved actions, resolutions or stru

advised by the Securities and Exchange Commission of Pakistan (SECP), the Honorable Lahore High Court or any ther regulatory authority.
URTHER RESOLVED THAT the Chief Executive Officer, the Chief Financial Officer the Company Se
ny director of the Company be and are hereby authorized, jointly or severally, to take all necessary s tary a

Ultin ate Capital Structure (Post-Restructurir

required or dee

Particulars	Authorized Capital	Outstanding Capital
Drdinary Shares (PKR)	19,800,000,000	4.982.289.180
Ordinary Shares (Nos.)	19,800,000,000	4.982.289.180
Par / Nominal Value (PKR per share)	1.00	1.00
Other information $3.4.9$ $8.2.1$ $1.2.1$

PKR (000) 3,440,000
3,099,658 980,949
1,085,109
41,217,173

$49.822.889$

ciali of Ordinary Shares issued
	No. of Shares Issued
ully Paid in Cash	344,000,000
nder Scheme of Arrangement	309,965,789
onus Issue	98,094,868
sued against Convertible Loan	108.510.856
sued against Convertible Loan	4, 121, 717, 673
hares Outstanding as on December 31, 2025	4982289186

49,822,889

149,822,889

14,124,134

considered by the proposed special resolutions, as recommended by the Board of Directors, shall be

considered by the members of the Company at this Annual General Meeting and mot Dire

accordance with applicable regulatory requirements.
General Resolutions

The below general resolution will be applicable for all agenda items of special business

The below general resolution will be applicable for all

Copies of the existing and proposed amended Memorandum and Articles of Association (indicating changes), CPS
et also the existing and proposed amended Memorandum and Articles of Association (indicating changes), CPS
Regist ten
Registen
Tri will als

Next
and will also be available at the meeting.
Statement of the Board of Directors
of WorldCall Telecom Limited, hereby confirm that the proposed are
the Board of Directors of WorldCall Telecom Limited, hereby confirm tha

Chairman
Board of Directors