Pakistan Telecommunication Co. Ltd. Class APSX: PTC

Resolutions Adopted-Passed by the Shareholders at the 9th EOGM

· Issued by Pakistan Telecommunication Co. Ltd. Class A
‌No. ASECT/EOGM-INFO/PSX/2025

Dated: November 20, 2025.

The General Manager

Pakistan Stock Exchange Limited, Stock Exchange Building,

Stock Exchange Road, Karachi.

Subject:- FILING OF RESOLUTIONS ADOPTED/PASSED BVTHE MEMBERS AT THEEXTRAORDINARY GENERAL MEETING

Dear Sir,

In compliance with the requirements of Regulation No. 5.6.9(b) of the Rule Book of Pakistan Stock Exchange Limited, we hereby convey the following certified resolutions duly adopted/passed by the members of the Company in their 9* Extraordinary General Meeting held on November 20, 2025:

Resolved that:

Ordinary Business:

  • The minutes of the thirtieth Annual General Meeting held on April 30, 2025 be and are hereby confirmed.

    Special Business:

  • The shareholders of the Company through voting i.e., Postal Ballot, in-person Ballot and e-voting resolved to endorse, ratify and approve the following special resolutions with and without amendments classified as a special business:

    1. Resolved that, the Pakistan Telecommunication Company Limited (PTCL) pursuant to the provisions of applicable laws and Company's Articles of Association, particularly Article 38.3 thereof, be and is hereby authorized to acquire 100% shares of Telenor Pakistan (Private) Limited (TPL) and Orion Towers (Private) Limited from Telenor Pakistan BV ("TPBV"), as per following detail in terms of the Share Purchase Agreement (SPA) dated December 14, 2023.

      1. 8,512,110,269 shares of Telenor Pakistan (Private) Limited held by Telenor Pakistan B.V. (as the "Seller") and the 1 (one) share held by its nominee shareholder.

      2. 49,997 shares of Orion Towers (Private) Limited held by the Seller and 3 (three) shares held by its nominee shareholder, being 100% of the equity in both the target companies i.e., Telenor Pakistan (Private) Limited and Orion Towers (Private) Limited.



    2. ‌Further resolved that the PTCL be and is hereby authorized to avail a finance facility of up to USD 400 Million from the International Finance Corporation ("IFC"), Silk Road Fund ("SRF"), British International Investment ("BH") and any other lender subject to the terms and conditions set out in the Common Terms Agreement dated June 27, 2024, and other Transaction Documents.

    3. Further Resolved that, all resolutions earlier passed by the PTCL Board of Directors for acquisition of 100% shares of TPL and its other assets and Orion Towers and to avail the financing facility up to USD 400 million being, among others, resolutions passed in the (i) 235'h meeting held on January 23, 2023,

(ii) 239th meeting held on August 29, 2023 (iii) 242nd meeting held on December 13, 2023 (iv) resolutions through circulation passed in May 2024, and (v) 252ndmeeting held on February 11, 2025 be and are hereby approved, endorsed, and ratified. In furtherance thereof, all decisions taken, documents executed, things done, approvals sought, filings made, and any or all steps or actions of the PTCL Board of Directors in furtherance of said cause are agreed, approved, adopted, endorsed, ratified, and sanctioned.

iV.

Further resolved that, the PTCL Board of Directors be and is hereby authorized and delegated the authority to take all further decisions, fulfil all conditions or prerequisites, seek all approvals, sanctions, or permissions, and undertake all steps or actions, including authorizing any employees of PTCL or other persons concerned to issue required notices, execute required documents, effect required statutory filings, and undertake any and/or all matters related, connected, or incidental thereto, which may be deemed necessary or ancillary for acquisition of 100% shares of TPL and its other assets and Orion Towers (Private) Limited, in terms of the SPA dated December 14, 2023, and/or to comply with any directions, conditions, or requirements imposed in this behalf by relevant corporate or regulatory authorities, or otherwise mandated by the applicable law. The PTCL Board of Directors are further authorized to sub-delegate or assign the powers herein, as deemed necessary in their sole discretion, and appoint any attorneys, consultants, or counsels in furtherance of subject cause.

Yours Sincerely,



Zahida Awan

Group Company Secretary Ph: 111333 200 Ext. 5376

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