Notice of Extraordinary General Meeting REVOKED

MEDIA TIMES LIMITED

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting ("EOGM") of the Shareholders of Media Times Limited ("the Company" or "MTL") will be held on Wednesday, 24 September 2025 at 12:00 noon at First Capital House, 96/B-1, Lower Ground Floor, M.M Alam Road, Gulberg Ill,

Lahore to transact the following business:

Ordinary Business;

1. To confirm the minutes of Annual General Meeting held on 28th October 2024; Special Business;

1. To make equity inv"estment in Pace Barka Properties Limited, in this regard to pass the following Special resolutions with or without modifications;

   "RESOL.VED THAT the Chief Executive/any Director of Media Times Limited ("the Company") be and is hereby authorized to take all necessary steps to make equity investment(s) in the Share Capital of Pace Barka Properties Limited ("Pace Barka"), up to the extent of 1,000 million (Rupees one thousand million only) in accordance with the provisions of section 199 of the Companies Act, 2017, on such terms and conditions as to be authorized by the Board of Direc1ors of the Company. Further, the Chief Executive/any Director of the Company is also authorized to disinvest such investments, from time to time on terms and conditions to be authorized by the Board of Directors of the Company"

   "RESOLVED FURTHER THAT the Chief Executive//any Director of the Company be and is hereby authorized to complete all necessary required corporate and legal formalities for the completion of subject investments, including necessary filings etc."

2. To obtain the authorization in favour of CEO of the Company for sale of Print and Sor.ial media business to Pace (Pakistan) Limited, in this regard to pass the following Ordinary resolutions with or without modifications;

RESOLVED THAT the Chief Executive/any Director of Media Times Limited ("the Company") be and is hereby authorized, singly, to negotiate and finalize the sale

/transfer of the Company's Print and Social media Business to Pace (Pakistan) Limited

or to any prospective buyer for a consideration not less than Rs. 860.00 (Rupees eight

hundred sixty million only),"

RESOLVED FURTHER THAT the Chief Executive/any Director of the Company, be and

is hereby authorized, singly, to negotiate, execute, sign sale/conveyance/transfer deeds, documents, agreements and documents, including transfer of possession of above mentioned

and deliver all contracts, charge business to Pace

(Pakistan) Limited or any prospective buyer etc. and to perform all and any ancillary, incidental and allied things, deeds or actions required for the sale and transfer of the above said Company's business.

"RESOLVED FURTHER THAT certified true copy of the resolution duly signed by the

Chief Executive Officer/anyDirector of the Company be SUbmitted where required,

Lahore

96-B, Lower Ground Floor, Pace Mall Building, M.M. Alam Road, Gulberg-II,

TEL: +92-42-35778217-18

The statem.ents under Section 134(3) of the Companies Act, 2017 setting out the

material facts are annexed herewith.

It may be noted that no gih will be distributed in the general meeting. Shareholders are advised to take note of meeting etiquettes as prescribed in the Guidelines for professional conduct in General Meetings issued by SECP.

By order of the Board

Lahore:

02 September 2025

Shahzad Jawahar Company Secretary

Notes:-

1. The Share Transfer Books of the Company will remain closed from 18 September 2025, to 24 September 2025 (both days inclusive). Transfers received in order at the office of our Share Registrar/Transfer Agent Corplink (Pvt) Limited by the close of business on 17 September 2025, will be treated in time for the aforesaid purpose.

2. A m=mber entitled to attend and vote may appoint another member as hislher proxy to attend and vote instead of him/her.

3. An indiv.dual beneficial owner of shares from CDC must bring Iris/her original CNIC or Passport, Account, and Participant's I.D. numbers to prove his/her identity. A representative of corporate members from CDC, must bring the Board of Directors' Resolution and/or Power of Attorney and the specimen signature of the nominee.

4. Online participation in the Extraordinary General Meeting

   For online participation in the EOGM, the shareholders whose names appears in the books of the Company by the close of 17 September 2025 are requested to get themselves registered at sajjadahmad@pacepakistan.com; jawahar@pacepakistan.ccm by 23 September 2025 till 12;00 noon by providing the following details:

   Full Name of Shareholder / Proxy Holdef	Company	CNIC Number	Folio / CDC A/c No.	Email ID	Mobile Phone No.
   	Media Times Limited

   "Shareholders/proxyholdersare requested to provide active email addresses and mobile phone number. The notice will be issued to ail the members through email as well in terms of requirementsOf SRO.452(1)2025.

   Login facility will be opened thirty minutes before the meeting time to enable the participants to join the meeting after the identification process. Shareholderswill be able to login and participate in the EOGM proceedings through their devices aRer completing all the formalities required for the identification and verification of the shareholders.

   
   
   

   Shareholdersmay send their comments and suggestions relating to the agenda items of

   the EOGM at sajjadahmad@pacepakistan.com; jawahar@pacepakistan.com latest by 23

   September 2025 till 05:00pm, at above-given email address or WhatsApp, # 0303-

   4444800, 0302-8440935.Shareholders are required to mention their full name, CNIC No and FoIIO NO. for this purpose.

   b) Shareholders Will be encouraged to participate in the EOGM to consolidate their

   attendance and participation through proxies.

   
   
   

5. E-Voting / Postal ballot

   All the members have to exercise their right through poll/postal ballot in terms of

   SRO.451(1)2025 dated March 13, 2025. For convenience of the members, Ballot Paper is

   annexeo to this notice and the same is also available on the Company's https://pacepakistan.com/ to download.

   Procedure for e-Voting

   website

   1. 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 on 17 September 2025.

   2. The weh address, login details, and password, will be communicated to members

      via email. The security codes will be communicated to members through SMS from the web portal of Corplink (Pvt.) Limited (being the e-votir.g service provider).

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

   4. Members shall cast vote online at any time from 20 September 2025, 9:00 a.m. to 23 September 2025. Voting shall close on 23 September 2025, at 5:00 p.m. Once the vote on the resolution is cast by a Member, he/she shall not be allowed to change 'I subsequently.

      Procedure for voting through postal ballot paper

      The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's address at First Capital House, 96-B-1, M M Alam Road, Gulberg-III Lahore. or email at sayadahmad@pacepakistan.com or , jawahar@pacepakistan.com one day before the day of poll, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

      Appointment of Scrutinizer

      Mls Junaidy Shoaib Asad, Chartered Accountants has been appointed as scrutinizer in terms of Regulation 11 of the Postal Ballot Regulations

6. Conversion of physical shares into the Book-Entry Form

   As per Section. 72 of the Companies Act, 2017 every existing listed company shall be 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.

   The Shareholders having physical shareholding are encouraged to open CDC sub -account with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form.

7. Change of Address

   1. Members having physical shareholding are requested to notify changes in address immediately, if any, in their registered addresses to our Share Registrar, Corplink (Pvt.) Limited, Wings Arcade, 1-K, Commercial Model Town, Lahore.

   2. In cese shares are held in CDC then the request notifying the change in address must be submitted directly to broker/participant/CDC Investor Account Services.

8. Submission of Copy of CNIC

   1. Individual members having physical shareholding and who have not yet submitted photocopy of their valid CNIC are requested to send notarized copy of their valid CNIC immediately to our Share Registrar, Corplink (Pvt.) Limited, Wlngs Arcade, 1-K, commercialModel Town, Lahore.

   2. In case shares are held in CDC then the request to update CNIC must be submitted directly to broker/participanVCDC Investor Account Services.

9. Proxy

1. The instrument appointing a proxy and the power of attorney or other authority under which it is signed or a attested copy of power of attorney must be deposited at the Registered Office of the Company situated at First Capital House, 96-B-1, M.M. Alam Road, Gulberg-lll Lahore at least 48 hours before the time of the meeting.

2. For appointing proxies, the shareholders will further have to follow the under mentioned guidelines:

   1. In case of individuals having physical shareholding or 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 CDC Regulations, shall submit the proxy form accordingly.

   2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC number shall be mentioned on the form.

   3. Notarized copies of CNIC or the passport of the beneficial owners and the proxy shall

      be furnished with the proxy form.

   4. In case of a corporate entity, the Board of Directors' resolution/power of attorney with

specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

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

This statement sets out the material facts pertaining to the special business as to be transacted at the Extraordinary General Meeting ("EOGM") of the Company to be held on 24 September 2025.

INVESTMENT IN PACE BARKA PROPERTIES LIMITED ("PACE BARKA")

The Company intends to make long term investment in the share capital of Pace Barka Properties Limited {"Pace Barka") up to Rs. 1,000 million (Rupees one thousand million only) through purchase from existing shareholders on such terms and conditions as to be authorized by the Board of Directors of the Company. Further, the Chief Executive of the Company is also authorized to disinvest such investments, from time to time a» and when considered appropriate on such terms and conditions as to be approved by the Board of Directors of the Company.

Pace Barka was ‹ncorporated on 22 November 2005 as a public company. The main objectives of Pace Barka are to acquire/purchase, construct and develop properties, hotels, shopping malls, apartment buildings, office blocks, commercial buildings, etc. and sales and management thereof. The registered office of Pace Barka is located at First Capitr.l House, 96-B-1, M.M. Alam Road, Gulberg-lll Lahore. The existing Authorized Share Capital of Pace Barka is Rs. 4,800,000,000 divided into 480,000,000 ordinary shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs. 4,799,994,940/- divided into 479,999,494 ordinary shares of Rs.10/-each.

The Shareholders cf Pace Barka include First Capital Securities Corporation Limited 54,791,061

shares (11.41%), Parkview Holdings Corporation holds 68,331,363 shares (14.23%), Late Sheikh Sulieman Ahmed Said Al-Hoqani holds 73,924,500 shares (15.40%), Saudi Pak

Industrial & Agricultural Investment Co. Limited holds 16,875,000 shares (3.52%), Faysal Bank Limited holds 5,200,000 (1.70%), Tawasui Healthcare (Pvt.) Limited holds 4,500,000 shares (1.08%), Pace (Pakistan) Limited holds 250,614,631 shares (52.21%) , and other shareholders hold 5,763,939 shares (1.00%) of the total paid up capital of Pace Barka.

Pace Barka is developing a premium multiuse project near Alama lqbal International Airport

Lahore which comprises a proposed 5-star hotel, a wcrld class shopping mall, proposed

serviced & Pace-managed apartments. The project is located near Lahore International Airport

and is surrounded by number of high-end housing societies Defence Housing Authority.

like Army Housing

Scheme and

In addition to the above, Pace Barka also holds 48% of the shareholding in Pace Woodlands

(Pvt.) Limited, a residential housing scheme, located at Bedian Road, housing scheme is comprised of 160 houses on a total area of 160 kanals.

Lahore Cantt. The

The management of the Company considers this investment to be beneficial. The investments in Pace Barka shares shall be made from the available cash resources and/or the future internal cash generations of the Compariy including through sale of assets available. The benefits likely to accrue to the Company shall include income on equity investment in the shape of dividends

and capital gains. The Company shall comply the reqiJirementsof section 199 of the Companies Act, 2017 for the purpose of these investments. Ali the benefits accrued to Pace Barka, through

growth in its business operations will become part of the returns of the Company and its shareholders.

It is also approved by the Board of Directors that an authorization of Shareholders be obtained in favour of Chief Executive officer/any Director to take all necessary steps to make equity investment(s) in the Share Capital of Pace Barka, up to the extent of 1,000 million (Rupees one thousand million only) in accordance with the provisions of section 199 of the Companies Act, 2017, on such terms and conditions as to be authorized by the Board of Directors of the Company. Further, the Chief Executive/any Director of the Company is also authorized to disinvest such investments, from time to time on terms and conditions to be authorized by the Board of Directors of the Company.

INFORMATION AS REQUIRED UNDER REGULATION 3(A) OF THE COMPANIES (INVESTMENT IN ASSOCIATED COMPANIES OR ASSOCIATED UNDERTAKINGS) REGULATIONS, 2017

The Company is fully authorized by its Memorandum of Association to make such investment. The investment would be made at such time(s), as the Chief Executive/any Director may think appropriate on behalf of the Company and would disinvest(s) as and when appropriate. The Chief Executive of the Company or the Company Secretary are also authorized to take all the necessary corporate and legal formalities in connection with the proposed investment where required.

The information required under the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

Investment in the form of Equity;

'!

DISPOSAL OF THE COMPANY'S PRINTAND SOCIAL MEDIA BUSINESS TO PACE (PAKISTAN) LIMITED OR ANY OTHER PROSPECTIVE BUYER

This statement set. out the material facts pertaining to a proposed resolution to be considered by Shareholders of the Company for approval at Iheir EOGM to be held on 24 September 2025.

The Board of Directors of the Company on 22 July 2025 recommended to the Shareholders that an authority be given to the Chief Executive/any Director of the Company to take all necessary steps to sale the Company's Print and Social media business to Pace (Pakistan) Limited or any other prospective buyer.

It is also proposed that Chief Executive/any Director of the Company be and is hereby authorized and empowered to negotiate, execute, sign and deliver all sale/conveyance/transfer deeds, documents, agreements and contracts, charge documents, including transfer of title and possession of the Company's business to Pace (Pakistan) Limited or any prospective buyer etc. and to perform all and any ancillary, incidental and allied things, deeds or actions required for the sale and transfer of the followir.g Company's business;

"Daily Times", a nationwide English daily newspaper printed from Lahore, Karachi and Islamabad caters to the needs of the general public and is considered to be amongst the leading English newspapers in the country in terms of circulation and enjoys a high level of respect & credibility.

"Sunday Times" is a leading fashion magazine of Pakistan celebrating almost 17 years of

excellence for honoring fashioi›,

lifestyle, arts, entertainment, culture

and national style

icons. The magazine is given as a complimentary copy each

Times Newspaper.

Sunday along with Daily

"Aajkal" an Urdu daily newspaper, is successfully maintaining its market position since its launch and continuously striving to improve circulation as well as advertising share across

Pakistan.

Online/ Digital Media

The digital wing of the Company aims to be one-stop ahead solution IO advertisers. Owing to the fact of more attraction of social media to advertisers, Media Times is maintaining separate websites, Facebook pages, Instagram accounts, i witter accounts, blog writing forum and snap chats for the following products:

• Daily Times Newspaper

• Sunday Times Magazine

• Business Plus TV

• Zaiqa TFC

The consideration of Rs. 860.00 million (Rupees eight hundred sixty million only) has been set on the bases of valuation obtained from Mls KGT (Private) Limited a valuer registered with PEC, determined as under:

There is no other direct or indirect interest of Directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration.

The Board of Directors intends to start some strategic projer.t(s) in new business line i.e. Real Estate business.

INFORMATION REQUIRED AS PER PARA B (5) OF S.R.0 423(1)/2018 DATED 3

APRIL 2017

INSPECTION OF DOGUl¥tENTS

Copies of the Memorandum and Articles of Association, Statement under section 134(3) of the Companies Act, 2017, latest pattern of shareholding and variation in shareholding of the shareholders, having 10% or more in the Company during the last six months, financial projections/plan of the Company, audited annual accounts for the last three years of the Company and Pace Barka and all other related information of the Company may be inspected

during the business hours at the Registered Office of the Company form the date of the publications Of the this notice till the conclusion of the Extraordinary General Meeting.

INTEREST OF DIRECTORS AND THEIR RELATIVES

The following are the common Directors/Shareholders among the Company and Pace Barka Properties Limited;

First Capital Securities Corporation Limited is holding 54,790,561 shares (11.41%) in Pace Barka and 49,493,770 shares 27.67% shares in the Company. Mr. Salmaan Taseer (late) holds 2,613,701 (0.54%) in Pace Barka, which are under succession. Further, Mr. Salmaan Taseer (Late) also held 323,172 shares (0.18%) in the Company which are currently in succession.

The aforesaid Directors and their relatives (if any) are interested to the extent of their qualification shares that are held by them in Pace Barka being nominees of Pace (Pakistan) Limited

The following are the common Directors/Shareholders among the Company and Pane (Pakistan) Limited;

First Capital Securities Corporation Limited one of the associated company is holding directly and through its subsidiary (11,462,615 shares in 4.11% of the total Shareholding) in Pace

(Pakistan) Limited. Mr. Salmaan Taseer (Late) Ex-CEO of the Company also held 587 Qualification shares in Pace which are currently in succession.

The effect of the resolutions on the interest of these directors including the Chief Executive and their relatives (if any) does not differ from its effect on the like interest of other shareholders. They frame no other interest in the special business and / or resolutions except as specified herein.

MEDIA TIMES LiMITED

BALLOT PAPER FOR VOTING THROUGH POST

I/we /?g'redy exercise my/our vote in respect o/' Ihe following resolutions through posfa/ ballot by conveying my/our nssenl or d/ssent to the following resolution by placing tick ( Q) mark in the appropriafe box below:

1. fu1lj filled postal balloi should be sent to the Chairman of Media Times Limited at First Capital flowed. 96-B- I, M.M. Alam Road, Gtilberg-III Lahore, Pakistan. or (Email:sa aJahmad pacepakistan.coin;ja 'rahar(i2,pacepakistan.com).

2. Copy of CN lC/ PaSsport No. (in case of foreiSner)should be enclosed svith the posial ballot form.

3. Postal ballol fonts should reach th« Chairman within business hours by or before 23 September

   2025. Any postal ballot received after this date, will not be considered for voting.

4. Signnlure Oh [)OSlill ballOt should match with sis•atureon CNIC/ Passport No. (in case of foreigner).

5 Incomplete, unsigned, incorrect, defaced, tom, mutilated, over written ballot paper u'ill be rejected.

ah s:c/

ern cso . Shareholders may download thc hallot paper from website or use the same

balloi paperpublishcd in newspapers.

Signature of shareholder(s)I Proxy Holder(s)/Authorized Signatory (In case of cnrporatc entity, please affix company stamp)

Dale:'

The Company Secretary Media Times Limited First Capital House

96-B/1, L. G. FlCOr, M.M. Alam Road Guberg-11

Lahore

lie

S/o Dia W/o

CNIC being the member(s) of Media Times

Limited hereby appoint Mr./Mrs./Ms./

S/o D/o W/o CNIC

or failing him / her Mr. / Mrs. Miss S/o. D/o. W/o.

CNIC as my/our proxy to vote for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company tc be held on 24 September 2025 at 12;0O noon. and at any adjournment thereof.

Signed under my/our hands on this day of . 2025

Signature of member

(Signature should agree with the specimen signature registered with the Company) Signed in the presence of:

Affix Revenue Stamp of

Rupees Fifty

Signature of Witness 1 Signature of U/itnass 2

Notes

1. A member eligible to attend and vote at the meeting may appoint another member as proxy to akend and vote in the meeting. Proxies in order to be effective must be received by the company at the Registered Offica not later than 48 hours before the time for holding the meeting.

2. In order to be valid, an instrument of proxy and the power of attorney or o(her authority (if any) under which it is signed, or a nolarially cenifiea copy of such power of attorney, must be deposited at the Registered Office of the Company, First Capital House. 96-B/1, Lower Ground Floor, M.M. Alam Road, Gulberg-III, Lahora, not less than 48 hours before the time of the meeting.

   1. Individual beneficial owners of COC entitled to attend and vote at the maeting must bring his/har participant ID and account/sub-accounntumber along with original CNIC or passport to authenticate his/her identity. In case of Cotpofale enlily, resolution ot lhe Board of Directors/Power of aflorney with spedmen of nominees shall be produced (unless provided earlier) at lhe lima of meeting.

   2. b) For appointing of proxies, the individual beneficial owners of CDC shall submit the proxy fom as per above requirement aiong with participai it ID and account/sub-account number together with attested copy of their CNiC or Passport. The pfoxy fom shall be witnessed by two witnesses with their names, addresses and CNIC

numbers. The proxy shall produce his/her original CNIf". or Passport at tha time of meeting. In casa of

Corporate entity, resolution of the BOard of Directors/Power of akomey along with specimen signatures shall be submitted (unless submitted earlier) along with the proxy form.