Material Information - Board Approval for allotment of shares pursuant to Scheme of Arrangement dated 27 May 2025

Stock Exchange Building Stock Exchange Road Karachi

Dear Sir,

In accordance with Sections 96 and 131 of the Securities Act, 2015 and Clause 5.6.1(a) of the Rule Book of the Pakistan Stock Exchange Limited, we hereby convey the following information:

This is in continuation of the disclosures / communications issued by Supernet Technologies Limited (the "Company" or "STL") on January 29, 2025, May 27, 2025, June 27, 2025 and 26 February 2026 pertaining to the corporate / capital re-organization of the Company and its group company i.e. Supernet Limited ("GEMSPNL"), involving, inter alia, the merger of GEMSPNL with and into the Company (the "Proposed Arrangement"), in accordance with the Scheme of Arrangement under Sections 279 to 283 and 285(8) of the Companies Act, 2017 dated May 27, 2025 (the "Scheme"), as sanctioned by the Honourable High Court of Sindh at Karachi vide order dated February 24, 2026.

In accordance with the Scheme, and in order to implement the terms thereof, the Board of Directors of the Company vide resolutions passed through circulation on March 30, 2026 have approved the following actions:

1. To allot and issue an aggregate of 5,500,000 (Five Million Five Hundred Thousand) ordinary shares of the Company to its eligible shareholders, existing as of the STL Record Date (being 25 March 2026) i.e. the STL Shareholders (as defined in the Scheme), in the ratio of 11 ordinary shares of the Company for every 1 ordinary share of the Company held by each STL Shareholder, in the manner as detailed in the Scheme;

2. To allot and issue an aggregate of 101,619,475 (One Hundred One Million Six Hundred Nineteen Thousand Four Hundred Seventy Five) ordinary shares of the Company to the eligible shareholders of GEMSPNL, existing as of SNL Record Date (being 25 March 2026)

   i.e. the SNL Shareholders (as defined in the Scheme), on the basis of a swap ratio of approximately 1.68 ordinary shares of STL for every 1 ordinary share of GEMSPNL (subject to the adjustment of fractional shares / entitlements, if any), in the manner as detailed in the Scheme and in accordance with the details and entitlements of such members of GEMSPNL as provided by GEMSPNL; and

   
   
   

3. Resolved that no fractional shares shall be allotted pursuant to the Scheme, and all fractional entitlements resulting from the application of the swap ratio (i.e. fractions amounting to less than one share of the Company) shall be consolidated into whole shares of the Company in accordance with the Scheme, and such consolidated shares shall be allotted in the name of the Company Secretary of the Company or any other person nominated by Company Secretary in this regard, who shall hold such shares in trust, which shall be disposed as deemed fit by such person, the proceeds from which (less expenses) shall be donated to a registered charitable institution.

Furthermore, with respect to the above, and to fulfil completion steps and procedures under the Scheme, the Board of Directors of the Company has authorized the management to undertake, perform and complete all formalities and actions from time to time on behalf of the Company that are required pursuant to the Scheme and / or matters that are ancillary or incidental thereto.

We are pleased to announce that the Company will continue to successfully trade on the Main Board of Exchange.

You may please inform the TREC holders accordingly.

Yours faithfully,

For Supernet Technologies Limited

Company Secretary

Surveillance, Supervision and Enforcement Department Securities and Exchange Commission of Pakistan NIC Building, 63 Jinnah Avenue

Blue Area, Islamabad