September 24, 2025 The General Manager
Pakistan Stock Exchange Limited, Stock Exchange Euilcling,
Stock Exchange Road, Karachi.
REGISTERED OFFICE:
FIRST CAPITAL HOUSE
96-B/1, Lower Ground Floor,
M.M. Alam Road, Gulberg-III, Lahore. Tel: +92-42-35778217-8
Filing= of Certified Copy of llesolutions Passed by the Shareholders of Pace (Pakistan) Limited in its Extraordinary General Meeting, field on 24'° September 2025.
Dear Sir,
In compliance under clause 5.6.9(b) of PSX Regulations, we are pleased to submit herewith certified copy of the resolutions passed and adopted by the members of Pace (Pakistan) Limited in its Extraordinary General Meeting held on 24 September 2025.
The above is submitteLi for information of the Exchange.
"fours truly,
For and on behalf of
Pace (Pakistan) Limited
Sajja
mad
"
Company Secretary
REGISTERED OFFICE:
FIRST CAPITAL HOUSE
96-B/1, Lower Ground Floor,
M.M. Alam Road, Gulberg-III, Lahore.
Tel: +92-42-35778217-8
C‹» iifi‹•d Coyly of llesoliitioiis P.assed b tl S ar o d rs o e Pakistgn} J i i_ite i in its lixtraort4inarv General selecting Held on 24 h September 2025
l'o ‹ ‹ iilii iii tl«• minutes tif Extraortlinary General Meeting held on 10 February
"RESGLX*ED THAT the minutes of the Extraordinary General Meeting held ten IU Fel•rtiar;' 2t)25 be and are hereby approved."
To consider and, if thought fit, to approve the disposal of the entire shareholding of the Company i.e. 9,161,528 ordinary shares (56.79% of the total Shareholding) in Pace Super Mall (Pvt.) Limited, subsidiary of the Company. In this regard to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT the Chief Executive/any one of the Directors of the Coin(›any be anti is hereby authorized to take all necessary steps to make
‹li.sinvestnient up to 9,161,528 ordinary shares having a par value of Rs. 10/- e•ncI in P.ace Super Mall (Pvt.) Limited (entire 56.79% shareholding), to First C.apit.al Securities Corporation Limitcd at a total price ctinsi‹4er.ation not less than firs. 452,854,329/- (Pak Rupees four hundred (1 ty ti$'O liiillitin eight hundred fifty four thousand three hundred twenty nine only) un such terms and conditions as may be in the best interest of
nzsoLVen rUnrHER THAT the Chief Executive officer/any one of the Directors/ the Company Secretary of the Company be and is hereby
,authorized to complete all necessary required corporate, regulatory and legal formalities lncluding any necessary approjrp)S py the completion of atorcs•aicJdisposal of shares".
-
To consider and, if thought fit, to approve the disposal of the entire slmreliolding of the Company i.e. 250,617,131 ordinary shares (52. 0/q the total Shareholding) in Pace Barka Properties Limited, subsidiary of the Company. In this regard to pass with or without nodiffcation, the fol.owing resolution as an Ordinary Resolution:
RESOT.VED THAT the Cllief Fixecutive/ony ‹›ne of the DireCtOfS Of the ComJ9illAy ldc and is 1iere1›y authorized to take all necessary steps to make tliSinVeStmeilt Of the entire sl1arc•1iolding i.e. up to 250,617,131 ortlinary shares having par value of Rs. 10/- each in race Barka
Pro *erties I.iinited (52.21'f» of the totol shareholding), to PirstCapital Securities Corporation Limited, Media 'l"imes Limited and Evergreen
¥Vater Valley (Pvt.) Limited at a total price consideration not less than Rs. 2,756,788,44'1 /- (Pak Rupees two thousand seven hundred fifty six millitin, seven hundred eighty eight thousand four hundred forty one only on such terms and conditions as may be in the best interest of Uie Company",
•nzsozvED FURTHER THAT the Chief Executive officer/any one Of the Directors/the Company Secretary of the Company be and is hereby authorized to complete all necessary required corporate, regulatory and legal formalities including any necessary approval for the completion of aforesaid disposal of shares".
To consider and, if thought fit, to approve the issuance of 255,210,130 numbers of ordinary shares, having a par value of Re. 10.00 each by way of otherwise than right and against a consideration of other than cash, at a price of 9.00 per share at 10.00"/» discount by way of Conversion of entire Term finance Certificates outstanding liability of the Company. In this regard to pass with or without modification, the following resolution as a Special Resolution
"ltESOLVED THAT, subject to compliance with the applicable laws and obtaining the approval of the Securities and Exchange Commission of Pakistan ("SECP") pursuant to 83(1)(b) of the Companies Act, 2017 (along with all applicable laws), the Company be and is hereby authorized to issue up to 255,210,130 (two hundred fifty five million two hundred ten thousand one hundred thirty only) Ordinary Shares, having a face value of PKR 10/- (Pak Rupees Ten) each, at a price of 9.00 per share at 10.00'f» discount otherwise than by
way o/ right and otherwise than cash, in favor of TFC holders whose
liability is outstanding in the books of the Company.
The issuance of shares will be at a price of Rs. 9.00 per share with a
10% discount to the par value."
"FUitTHER RESOLVED THAT, the Company be and is hereby allthorizi2d and empowered to take all such actions including, bttt £1t limited to, fihng the requisite applications for seeking the permission of the SECP and / or any other regulatory approvals that may be required under the applicable laws for theissuance of ordinary shares otherwise than right and for a consideration otherwise than••ch.
'rURTHEn nzsozvsn THAT the Chief Execuhve Officer or eny
one of the Directors and / or Chief Financial Officer
comply Secretaryof the Company, or such other person(s) as
be authorizedby any of them, be andare hereby, jointly andseverally,
authorized and
empowered to execute and deliver ak necessary
do ents, take all necessary steps, and do all such acts, deeds and
things including, but not linuted to, carrying out all filings, submissions
applications with the PSX, CDC and the SECP, for and on behalf,‹Intl in the nance, of the Company as may be necessary or required or as any of them may think fit for or in connection with or incidental for the purposesof fulfilling the above resolutions and fulfilling the objectives threol.
F-HETHER RESOLVED THAT the aforesaid resolutions shall be subject to any amendments, modifications, additions or deletions as may be .suggested, directed or required by the SECP or any other regulatory
body, which
changes shall be deemed to be part of these special
resolutions i without theneed of the shareholders to pass Fresh resoluhons unless the same are of a substantial nature."
To consider and, if thought fit, to approve the issuance of 116,511,111 number of ordinary shares, by way of otherwise than right and, at a price of 9.00 per share at 10% discount against consideration of other than cash i.e. immovable properties. In this regard to pass with or withoUt fTtOdification, the following resolution as a Special nesolution
"RESOLVED THAT, subject to compliance with the applicable laws and obtaining the approval of the Securities and Exchange Commission of Pakistan ("SECP") pursuant to 83(1)(b) of the Companies Act, 2017 (along with all applicable laws), the Company be and is hereby authorized to issue up to 116,511,111 (One hundred sixteen million five hundred eleven thousand one hundred eleven only) Ordinary Shares, having a face value of PKR 10/- (Pak Rupees Ten) each, at aprice of 9.00 per share at 10.00% discount, otherwise than by way of right and against a consideration otherwise than cash, i.e. certain immovable properhes in favour of the certain persons."
Further, the shares in consideration of property would be issued in such a manner that such minimum number of shares are issued against consideration, at a 90 days average market price prior to the iS5uance, so that the market value of shares issued would be not less than the forced sale value of the property."
•FUIITHEII RESOLVED THAT, the Company be and is hereby authorized and empowered to take all such actions including, but not limited to, filing the requisite applications for seeking the permission of the SECP and / or any other regulatory approvals that may be required under the appIicable laws for the issuance of ordinary shares otherwise than right and for a consideration otherivise than cash.
"FUnTHER RESOLVED THAT the Chief Execuhve Officer and / or Chief Financial Officer and / or Company Secretary of the Company, or such other person(s) as may be authorized by any of them, be and are hereby, jointly and severally, authorized and empowered to execute and deliver all necessary documents, take all necessary steps, and do all such
acts, deeds and things including, but not limited to, carrying out all filings, submissions and applicationswith the PSX, CDC and the SECP, for ‹ind on behalf, and in the name, of the Company as may be necessary
or required or as any of them may think fit for or in connection with or
incidental for the purposes of fulfilling the above resolutions and
fulfilling the objectives thereof.
ruaTHER RESOLVED THAT the aforesaid resolutions Shall be
subject to any amendments, modifications, additions or deletions as may
be suggested, directed or required by the SECP or any other regulatory
body, which changes shall be deemed to be part of these special
resolutions without the need of the shareholders to pass fresh resolutions
unless the same are of a substantial nature."
To consider and, if thought fit, to approve the issuance of 13,477,339
numbers of ordinary shares to PAIR Investment Company Limited, by
way of otherwise than right and, at a price of 9.00 per share at 10%
discount against consideration of other than cash i.e. Conversion of
financial liability (mark-up portion). In this regard to pass with or
without modification, the following resolution as a Special nesolution;
"RESOLVED THAT, subject to compliance with the applicable laws and obtaining the approval of the Securities and Exchange Commission of Pakistan ("SECP") pursuant
to 83(1)(b) of the Companies Act, 2017 (along with all applicable laws), the Company be and is hereby authorized to issue up to 13,477,339 (thirteen million four hundred seventy seven thousand three hundred tlfirty nine only) Ordinary Shares, having a face value of PKR 10/- (Pak Rupees Ten) each, at a price of 9.00 per share at 10.00% discount, otherwise than by way of right and against a consideration otherwise than cash, through conversion of financial liability outstanding (Markup portion) towards PAIR Investment Company Limited."
The issuance of shares will be at a price of Rs. 9.00 per share with a 10% discount to the par value."
"FURTHER RESOLVED THAT, the Company be and is hereby authorized and empowered to take all such actions including, but not limited to, filing the requisite applications for seeking the permission of the SECP and / or any other regulatory approvals that may be required under the applicable laws for the issuance of ordinary shares otherwise than right and for a consideration otherwise than cash.
"FURTHER RESOLVED THAT the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company, or such other person(s) as may be authorized by any of them, be and are hereby, jointly and severally, authorized and empowered to execute and deliver all necessary documents, take all necessary steps, and do all such acts, deeds and things including, but not limited to, carrying out all
filings, submissions and applications with the PSX, CDC and the SECP, for and onbehalf, and in the name, of the Company as may be necessary or required or as any of them may think fit for or in connection with or incidc*ntal for the purposes of fulfilling the above resolutions and fulfilling the objectives thereof.
"FURTHER RESOLVED THAT the aforesaid resolutions shall be subject to any amendments, modifications, additions or deletions as may be suggested, directed or required by the SECP or any other regulatory bocJy, which changes shall be deemed to be part of these special resolutions without theneed of the shareholders to pass freshresolutions unless the same are of a substantial nature."
To consider and, if thought fit, to approve the acquisition of Print and Social Media business from Media Times Limited for a consideration of Rs. 860.00 million (Rupees eight hundred sixty million only). In this regard to pass with or without modification, the following resolution as a Special Resolutions;
"RESOLVED THAT the Chief Executive of the Company be and is hereby authorized to take all necessary steps to acquire the following businesses from Media Times Limited, by way of purchase to carry on the media business activities;
"FURTHER RESOLVED THAT, Chief Executive the Company be and is hereby authorized and empowered to take all such actions including, but not limited to, filing the requisite applications for seeking the permission of any regulatory approvals that may be required under the applicable laws for the acquisition and carry on media business activities.Business Name
Consideration offer in cash
(rupees in million)
Daily Times English News Paper
600.00
Aaj Kai Urdu Newspaper
200.00
Sunday Times Magazine
50.00
Social Media Businesses
Business Plus
3.00
Zaiqa TV
3.00
Wikkid TV
3.00
TGIF Magazine
1.00
Total
860.00 million
To consider and, if thought fit, to approve the increase in authorized capital of the Company from the existing Rs. 6,000,000,000 divided into 600,000,000 million shares of Rs. 10.00 each to Rs. 18,000,00tl,000 divided into 1800,000,000 million shares of Rs. 10.00 each. In this regard to pass
with or without modification, the following resolution as a Special
Resolutions;
"RESOLVED THAT the Authorized Share Capital of the Company be and is hereby increased from Rs. 6,000,tJ00,000/- (Rupees Six Billion only) divided into 600,000,000/- (Six hundred million) ordinary shares of Rs. 10/ - each to Rs. 18,000,000,000/- (Rupees eighteen Billion only) dividec4 into 1,800,000,000 (eighteen hundred million) ordinary shares of Rs. 10 '- each and the words and figures in Clause V of Memorandum of Association and Clause 4 of Articles of Association of the Company be and are hereby amended accordingly."
"RESOLVED FURTHER THAT the Chief Executive or any one of the Directors and/or the Company Secretary be and is hereby authorized to complete all the necessary corporate and legal formalities in connection yrjth the above."
Yours truly,
S jj d
Company Secretary Pace (Pakistan) Limited