ETP 2018 Training Manual for Issuers - cdcpakistan.com

Training Manual for

CDS Issuers

Head Office Customer Support Services

CDC House, 99-B, Block ‘B’ 0800-23275(CDCPL)

S.M.C.H.S. Main Shahra-e-Faisal, URL: www.cdcpakistan.com

Karachi – 74400 Email: [email protected]

Tel: 111-111-500 Fax: 021-34326034

http://www.cdcpakistan.com/

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Important Note

It is important to note that every care has been taken while preparing the information and guidelines contained in this

training material. However, it is always advisable to the CDS Elements to liaise with CDC from time to time on matters

relating to operations of the Central Depository System (“CDS”) in view of regular system level changes and

upgradations including changes and modifications in business and operational procedures and to follow the

instructions and guidelines issued by CDC from time to time.

All CDS Elements are also advised in their own interest to seek independent legal opinion on matters relating to

interpretation and compliance of applicable provisions of CDC’s legal framework governing the operations of the CDS

and matters incidental thereto.

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TABLE OF CONTENTS

SECTION I INTRODUCTION_________________________________________________________________05

Central Depository System

Benefits to CDS Elements and other Stakeholders

Elements

Mandatory outsourcing of R/TA Function

SECTION II MAINTENANCE OF CENTRAL DEPOSITORY REGISTER___________________________ 08

Induction of Securities into CDS

New Issues / Initial Public Offering (IPO/Book Building)

Credit of Securities

Deposit / Withdrawal of Securities

Prohibition of Deposit of Street Name Shares in CDS

Prescribed Format of Rubber Stamp

R/TA Reconciliation

Closure of Central Depository Register (Corporate Action / Book Closure Notice)

List of Beneficial Owners (LOBO)

Share Book Details (SBD)

Entitlements Reports

Credit of Corporate Benefits

SECTION III CORPORATE ACTIONS__________________________________________________________18

Bonus Shares

Further Issue of Shares other than Rights

Unpaid Rights

Paid Right Shares

Specie Dividend

Merger

Scheme of Arrangement (De-Merger)

Consolidation / Subdivision of Securities

Partial Cancellation of Securities

Reporting of Non-Free Float of Listed Shares / Certificates / Modaraba/ Mutual Funds

Electronic Initial Public Offering (eIPO)

Centralized Cash Dividend Register (CCDR)

SECTION IV SUSPENSION OR REVOCATION OF CDS ELIGIBILITY OF A SECURITY_____________36

Revocation of eligibility of a security

Revocation of CDS Eligibility of Redeemable Securities including Term Finance Certificates

SECTION V MAINTENANCE OF ISSUER /R/TA ACCOUNT WITH CDC_____________________________40

Change in Authorized Signatory (ies)

Change in Contact Person

Change in Other Registration Details

Change of CDS User Access Option

Change of Management

Change of Company Name

Changes in Terminal Details

Additional Terminal

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Reinstallation of CDS

Static IP Address

Change of R/TA for Listed Securities

Change of R/TA for Unlisted Securities

Change of Financial Year End

SECTION VI REGULATORY MEASURES ON ACCOUNT OF NON -COMPLIANCE OR CONTRAVENTION OF

CDC REGULATIONS________________________________________________________________43

SECTION VII AUDIT GUIDELINES ___________________________________________________________ 44

General Parameters for Inspection of Records of Issuer/RTA of Eligible Securities

SECTION VIII SECURITY ISSUES__________________________________________________________________ 45

VASCO Token

Terminal Authentication

Confidentiality of Passwords

Timely Change of CDS Password

CDS Password Set-up Parameters & Maintenance

Avoid unnecessarily logon into the system

CDS User Access Policy

Usage of Internet

Reporting Security Concerns to Customer Support Services (CSS)

SECTION IX GENERAL SUGGESTIONS ____________________________________________________________48

ANNEXURES_____________________________________________________________________51

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SECTION I - INTRODUCTION

Central Depository System

Central Depository System is an electronic book-entry system whereby:

Accounts are opened and maintained with the Central Depository Company by the Account Holders so as to record the

title to the Book-Entry securities held in their Accounts

In case the Account Holders are Participants, Sub-Accounts are opened and maintained by the Participants so as to record

the title of the Sub-account holders to any Book-Entry securities held in their respective Sub-accounts

Transfer of Book-Entry securities are facilitated electronically

Credit of corporate benefits & IPO are handled electronically

Book-Entry securities can be pledged in favour of an Eligible Pledgee

Deposit of Eligible Securities into accounts (Converting Physical Securities into Book-Entry Form)

Withdrawal of Book-Entry Securities (Converting Book-Entry Securities back into physical form)

Merger (amalgamation)/de-merger and restructuring of securities (split/consolidation)

Conversion of one security type into another type of security

Other issuer-related activities are also performed through the system

Benefits to CDS Elements and other Stakeholders

Elimination of fake/bogus/counterfeit shares

Reduced workload and manpower requirements due to paperless environment for custody and settlement

Instant and convenient transfer of securities

Convenient pledging of securities

Smooth settlement of securities irrespective of volume or value

Reduced Stamp duty on direct upload of Security into CDS

Facilitates automated settlement through NCSS

Direct credit of securities in CDS Accounts at the time of Stock Dividend, New Issues, Offer for Sale etc.

Instant and convenient transfer of securities during Merger

Single contact point for updating Registration Details for all Issuers / RTA

Efficient and cost effective solutions for Issuers and Participants for doing business

Effective control over investments and instant retrieval of account information

Distribution of Securities by way of Dividend in Specie

Elements

The Elements of Central Depository System are:

Account Holders

1. Participants

2. Account Holders

Issuers of Eligible Securities

Eligible Pledgees

Account Holders are divided into two categories; Account Holders and Participants. Both, Account Holders and Participants have

direct access to CDS. Account Holders are allowed to keep their beneficially owned securities in CDS whereas Participants are

additionally entitled to open Sub-Accounts in CDS in order to provide custody services to their clients.

Issuer:

As per Central Depository Company of Pakistan Limited Regulations (CDCPL Regulations), CDC may declare any Security

(listed or unlisted) as an eligible Security if:

The Issuer has the required data processing capacity and operational capability.

The Securities are valid, legal and transferable by book entry or otherwise.

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The Issuer has acquired or has the capability to acquire the capacity to communicate reliably with CDC in

accordance with the procedures.

The Issuer employs or has the capability to employ personnel familiar with the regulations and procedures to

carry out its obligations.

The Issuer is not in receivership, court-appointed manager-ship or winding up or under any equivalent form of

administration.

The declaration of the Securities as Eligible Securities would be in the public interest.

Upon receiving the request from client, CDC provides the Eligibility requirements to the client. Once the

complete Eligibility documents are received, Notice of Declaration of CDS Eligible Security is issued.

Deposit or Credit of Securities into CDS

After setting up the security in CDS, in case of New Issue, R/TA uploads the data in CDS following the Procedures for

New Issue. Issuer is also required to provide the relevant documents as per the Procedures for Input of Paid-up

capital/Total Issue in CDS. In case of Physical Certificates, deposit transaction will have to be initiated in CDS through

CDS Participants.

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Registrar / Transfer Agent (R/TA)

Issuer may acquire the services of R/TA licensed under the Shares Registrars and Ballotters Regulations, 2017 to perform its

obligations or take action on its behalf as per the CDC Regulations. Such appointment is required to be notified to the CDC under

the Regulation 5.6.1 of the CDC Regulations.

As per the Regulation 3 of the Share Registrars and Ballotters Regulations, 2017, no person shall act or perform the service of

Share Registrar unless such person is licensed as shares registrar by the Commission under the Share Registrars and Ballotters

Regulations, 2017.

Mandatory outsourcing of R/TA Function

As per Regulation 5.1.1(d) of the CDC Regulations, where Issuer is also admitted as an Account Holder or a Participant such

Issuer is required to outsource their R/TA function to an independent Transfer Agent licensed under the Share Registrars and

Ballotters Regulations, 2017.

Further, as per section 195 of the Companies Act, 2017 and Regulation 5.1.1(d) of the CDC Regulations all Securities of the Issuer

that are listed on the Securities Exchange for the purpose of trading are required to appoint an independent Transfer Agent licensed

under the Share Registrars and Ballotters Regulations, 2017.

Eligible Pledgee:

In order to lend against electronic book entry securities, the Pledgors can Pledge the desired securities only in favour of

Eligible Pledgee in CDS. Once pledged, the securities are no longer available for transfer/delivery to the Pledgor until such

time as Eligible Pledgee releases them from pledge. In short, the control over the pledged securities moves to Eligible

Pledgee until the securities are released. Any benefits however, still accrue to the Pledgor. Eligible pledgees can also call

the pledged securities in another account if they so desire.

Eligibility Criteria for Eligible Pledgee

Any Company, Corporation or Institution such as Banks / Financial Institutions / Development Financial Institutions that

are authorized to provide financing against securities and Securities Exchange / Clearing House for risk management

purpose can join CDC in the capacity of Eligible Pledgees.

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SECTION II - MAINTENANCE OF CENTRAL DEPOSITORY REGISTER (CDR)

Induction of Securities into CDS

Security Induction process in CDS can be divided into three major parts:

Declaration of Securities as CDS Eligible Securities

Setting up of Securities in CDS

Deposit or Credit of Securities into CDS

To induct a Security into CDS it must first be declared as an eligible Security (by fulfilling the admission criteria set out in CDC

Regulations) for the purposes of CDS and then only can it be inducted into CDS (made live in CDS).

Documents required for declaring a Security as Eligible

Certificate under Regulations 5.1.1(b) [Annexure E1(a), E1(b), E1(c), E1(d), E1(e) & E1(f)]- This certificate verifies the

legality, transferability and validity of the Security as per CDC Regulations.

Certificate under Regulations 5.1.1(d) [Annexure E2(a), E2(b), E2(c), E2(d), E2(e), E2(f), E2(g) & E2 (h)]- This certifies

that the company (Issuer) is familiar with the CDC Regulations and Procedures to carry out its obligations in accordance

with the same OR Certifies that the company has appointed an R/TA and that the R/TA is familiar with the CDC

Regulations and procedures to carry out its obligations.

Certificate under Regulations 5.1.1(e) [Annexure E3(a), E3(b), E3(c) & E3(d)]- This certificate confirms that Issuer has

fulfilled the business integrity requirements as per CDC Regulations.

Hardware confirmation letter [Annexure E4(a), E4(b)]- Through this letter, the Issuer company specifies that it has

reliable means of communication with CDS, meeting the minimum hardware & Software (HW/SW ) requirements as

described in the Technical Requirements and Procedures for connecting Applications. Formal request letter from the Issuer

Certified true copy of Memorandum and Articles of Association

Certified true copy of certificate of Incorporation

Certified true copy of certificate of Incorporation on change of Name (if applicable)

Certified true copy of the acknowledgment of filling issued by Registrar that may signify the acceptance and registration

of document that the company is entitled to start its operations or Certified true copy of certificate of Commencement of

Business (not applicable for Private Limited Company)

Certified true copy of certificate on change of status (if applicable)

Certified true copy of Banking License issued by State Bank of Pakistan (In case of a Bank)

Certified true copy of License under NBFC Rules (In case of NBFC)

Preferred eligibility date

Copy of CUIN letter issued by SECP

NTN of the Company

Certified true copy of Shares Registrar and Ballotter license issued under the Shares Registrar and Ballotters Regulations,

2017

Further, following additional documents are required according to the Security Type & Listing Status:

For Listed/ In process of Listing Ordinary Shares

Certified true copy of Board Resolution confirming the appointment of R/TA

Statutory Auditor Certificate (in original) confirming the Independence of R/TA on the basis of latest Form A and Form

29

Certified true copy of latest Form A & 29 of the Issuer having CRO stamp

Certified true copy of latest Form A & 29 of the R/TA having CRO stamp

Latest Annual Audited financial Statements

Certificate in terms of Issued Capital by Statutory Auditors (Mandatory in case of subsequent increase or for the

companies who have not completed their first year)

List of Associated Companies

Notice/Confirmation from the Securities Exchange regarding appointment of Registrar

Certified true copy of Approved Prospectus (published copy)

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Certified true copy of approval of prospectus from Securities Exchange

Certified true copy of approval of Prospectus from SECP.

For Unlisted Ordinary Shares

Undertaking regarding Free Delivery & Pledge functionality [In case of a (Pvt.) Ltd Co.]

Latest Annual Audited Financial Statements

Certificate in terms of Issued Capital by Statutory Auditors (Mandatory in case of subsequent increase or for the

companies who have not completed their first year)

Certified true copy of Board Resolution confirming the appointment of R/TA1


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Certified true copy of latest Form A & 29 of the Issuer having CRO stamp1

Certified true copy of latest Form A & 29 of the R/TA having CRO stamp1

Undertaking for Induction of 100% Shares in CDS

Names of Group Companies (if any)

For Listed Term Finance Certificates/ Sukuk Certificates

Certified true copy of Board Resolution confirming the appointment of RTA


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Certified true copy of latest Form A & 29 of the Issuer having CRO stamp

Certified true copy of latest Form A & 29 of the R/TA having CRO stamp

List of Associated Companies

Certified true copy of Approval from S.E.C.P.

Certified true copy of Approval from the Securities Exchange

Certified True copy of Approved Prospectus (published copy)

Certified True copy of approval from SBP for issuance of redeemable capital (incase of bank)

Notice/Confirmation from the Securities Exchange regarding appointment of Registrar

Certified True Copy of Trust Deed

Certified true copy of Supplemental Trust Deed (if applicable)

Certified true copy of Approval of Shariah Advisor (in case of Sukuk Certificates Only)

Instrument’s rating assigned by a credit rating company licensed by the Commission and the rating shall not be more

than six months old. In case of short term debt securities (instruments with tenor of up to one year), the condition of

instrument rating may not be required, if the issuer has obtained entity rating and such rating is not less than “A-”(long

term)/ “A2”(short term) and not more than six months old.

For Privately Placed Term Finance Certificates

Certified True copy of approval from SBP for issuance of redeemable capital (incase of bank)

Certified true copy of Terms & Conditions of Private Placement

Certified true copy of Trust Deed


Certified true copy of return filed with CRO w.r.t Hypothecation of Assets (Form 10) - Originally certified by SECP

Certified true copy of Certificate of Registration of Mortgage from SECP – Originally certified by SECP or Certified

True copy of Government Guarantee (GoP)



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For Privately Placed Sukuk Certificates

1 Where a Participant / Account Holder applies for Induction of Unlisted Shares in CDS

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Certified true copy of Terms & Conditions of Private Placement

Certified true copy of Trust Deed


Certified true copy of Musharakah Agreement

Certified true copy of return filed with CRO w.r.t Hypothecation of Assets (Form 10) - Originally certified by SECP

Certified true copy of Certificate of Registration of Mortgage from SECP – Originally certified by SECP or Certified

True copy of Government Guarantee (GoP)

Certified true copy of Approval of Shariah Advisor

Evidence of the Registration of Shariah Advisor under Shariah Advisors Regulations, 2017


Certified True Copy of Investment Agency Agreement Undertaking submitted to Commission by Issuer where Sukuk

Certificates are Privately Placed i.e. Appendix -1



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For Open End Funds

Hardware confirmation letter-Trustee [Annexure E4(c) or E4(d)]

Certified true copy of Trust Deed with relevant documents.

Certified true copy of Offering document/Approved Prospectus

Certified true copy of Approval & Clearance of the Offering document by the Securities Exchange(s)

Certified true copy of Approval & Clearance of the Offering document by the SECP

Name of Group Companies (if any)

For Closed End Funds

Hardware confirmation letter-Trustee [Annexure E4(c) or E4(d)]

Certified true copy of Trust Deed with relevant documents.

Certified true copy of Approval & Clearance of the Offering document by the SECP

Certified true copy of approval(s) from the relevant Securities Exchange(s)

Certified true copy of the duly approved prospectus

Name of Group Companies (if any)


Certified true copy of latest Form A & Form 29 of the Issuer having CRO stamp

Certified true copy of latest Form A & Form 29 of the R/TA having CRO stamp


29

For Modaraba Certificates

Certified true copy of Approved Prospectus along with specific PSX and SECP approvals

Certified True copy of Authorization from Registrar Modaraba-Form III

Name of Associated companies (if any)


Certified true copy of latest Form A & Form 29 of the Issuer having CRO stamp

Certified true copy of latest Form A & Form 29 of the R/TA having CRO stamp


29

For Commercial Papers (CP)

Certified true copy of Board Resolution confirming the appointment of RTA (for listed CP only)

Certified true copy of latest Form A & Form 29 of the Issuer having CRO stamp (for listed CP only)

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Certified true copy of latest Form A & Form 29 of the R/TA having CRO stamp (for listed CP only)


29 (for listed CP only)

Board Resolution authorizing issuance of CPs.

Certified true copies of all Investor Agreements with subscribers

Certified true copy of Agreement with Issuing & Paying Agent

Auditor certificate confirming:

Minimum equity is not less than Rs.25 million as per latest Audited balance sheet (in case of

listed CP minimum equity is not less than Rs. 50 million).

Credit rating of the Issuer is as under which is less than 6 months old (for listed CP only)

o A- for long-term

o A2 short term

CIB report does not show default of the Issuer and such report is not more than 2 month old

from issuance.

The aggregate amount of total liabilities after the issue of such CP does not exceed four times

of the Issuer’s equity (for listed CP only)

Note: CDC may require any other document(s) as it deems necessary from time to time and on case to case basis

After ensuring that the eligibility criteria set out in the CDC Regulations, Notice of Declaration of Eligibility of the Security is

issued by CDC subject to the clearance of pending dues (if any) of group companies. Issuer is also provided with a Security

Induction Package (SIP) which contains documents required for setting up of the security in CDS. All requirements of the security

induction package except the payment must be completed before the eligibility of the security. Payment is required before setup

of the security in CDS.

Contents of Security Induction Package

Issuer Admission Form

Issuer Agreement (2 copies)

Specimen of Board Resolution (Annexure E-5)

Specimen Signature Cards

Letter intimating that signatories specified in the signature card are applicable for all the securities of the R/TA (applicable

on outsourced R/TA who have not yet provided the specimen (Annexure “D”)

Payment Invoice for Annual Fee,& Security Deposit

Upon furnishing the above mentioned documents, the security is set up in the CDS with details of Issuer / R/TA for induction.

New Issues / Initial Public Offering (IPO / Book Building)

In case of IPO, upon completion of formalities in respect of declaration and induction of securities by the Issuer in the Central

Depository System, securities can be directly credited into the CDS accounts by uploading the details of successful applicants in

to the CDS in terms of Regulation No. 8A / 8F read with Section 14 of the Central Depositories Act, 1997.

Documents at the time of uploading data in CDS

Issuer is required to provide following documents before CDC authorizes the Issuer / R/TA to upload data in CDS:

Letter for Authorization to upload data (Annexure “CA-7(a), (b), CA-13 & CA-21”).

Certificate from “Statutory Auditors” confirming the Paid-up Capital/Total Issue (Annexure “CA-18”),

The Issuer / R/TA, after the completion of the balloting procedures, prepares lists of successful applicants opted to have their

securities directly to be credited into the CDS according to the information available in the application forms (if applicable). The

Issuer / R/TA, using a suitable word processing or text editing program, prepares comma-delimited text file containing the data of

successful applicants to be uploaded in CDS:

Following are the fields required to upload the data of successful applicants in CDS

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Serial No. Numerical field representing the serial number of the record should contain 0’s as per field length. (e.g.

000001)

Participant ID five (5) digit numeric code – the Participant ID where the successful applicant maintains a CDS account,

Sub-Account or an Investor Account (e.g. 03277)

Account No. (House/ Sub-account/ Investor account) excluding (Main account) numeric field representing the CDC

account number of the successful applicants (e.g. 26 or 18436)

Security ID twelve (12) digit alphanumeric code – the Security ID for the new issue (to be provided by the CDC) (e.g.

“PK0000100001”)

Balance (No. of securities) numeric field representing the number of securities to be credited (e.g. 500 or 1000)

Points that need to be ensured while preparing the text file

There should not be any space between the two fields, however, each field should be separated by a comma

Security ID must be in double inverted commas

The ‘Enter’ key is pressed at the end of each record

All registration details are correct and complete

CDS Account Holder details that need to be verified with subscription form

Issuer / R/TA should carefully review the following registration details of CDS Accounts Holders with subscription forms before

final upload.

Account ID, type & title (both for Individual & Corporate Body)

CNIC No. /Passport details [for non-resident Pakistani/foreigner] (for Individual only)

Joint Holder Name(s) & CNIC(s) (for Individual only)

At the time of Credit of New Issue

Issuer will provide the following:

Allotment confirmation letter (Annexure “CA-8(a), (b), (c) & (d)”)

Representation is required (Not applicable in case of Private Companies & Debt Securities) [Annexure “CA-20”]

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Credit of Securities

It is important to note that after successfully uploading the information / data by Issuer or R/TA, securities are credited only upon

receiving confirmation of allotment and payment of Fresh Issue Fee in advance along with arrears (if any) from the authorised

signatory(ies) of the Issuer on company’s letterhead in original.

Deposit / Withdrawal of Securities

In accordance with the CDC Regulations 8.3 & 8.7, the Issuers / R/TAs are required to:

(a) register the transfer of the Eligible Securities being deposited into the CDS in the name of the CDC within 10 days of receipt of documents from the Depositing Account Holder;

(b) where the transfer request is not fit or valid, reject the transfer of the Eligible Securities into the name of the CDC within 05 days of receipt of documents

from the Depositing Account Holder;

(c) Register the transfer of Securities being withdrawn from the CDS from the name of the CDC into the name of the Transferee within 15 days of the receipt

of the documents from the Withdrawing Account Holders.

Duties of the Issuer / R/TA in connection with deposit of securities in the CDS

Issuer / R/TA should perform the following activities in case of approval of deposit request

Approved Deposit Request Transaction in CDS

Register the transfer of securities in the name of CDC and enter in the relevant register

Prominently and indelibly mark the share certificates as “CANCELLED”.

Return a signed copy of CDS generated Deposit Approval Transaction report printout to the depositing

Participant/Account Holder along with two copies of Securities Deposit Form marked as “ACCEPTED”.

Issuer / R/TA should perform the following steps in case of rejection of deposit request

Reject deposit request transaction in CDS.

Mark all the documents submitted by the Participant / Account Holder as (2 copies of Securities Deposit Form and 2

copies of computer generated printout) “REJECTED”.

Return the documents (except any fake, bogus or stolen documents) to the depositing Participant/Account Holder.

Duties of the Issuer / R/TA in connection with withdrawal of securities in CDS

Issuer / R/TA should perform the following activities in case of approval of withdrawal request

Approve Withdrawal Request transaction in CDS

Register the transfer of securities from the name of CDC in to the name of the Transferee

Prepare physical certificates of the security being withdrawn from the CDS in the name of the Transferee as mentioned

in the Securities Withdrawal Form.

Return a signed copy of CDS generated Withdrawal Approval Transaction printout to the withdrawing

Participant/Account Holder.

R/TA shall ensure that actual Date of Acquisition has been inserted in CDS by the Participant

Issuer / R/TA should perform the following activities in case of rejection of withdrawal request

Reject Withdrawal transaction request in CDS

Mark all the documents submitted to the Issuer/RTA as “REJECTED”.

Return one copy of duly completed Securities Withdrawal Form and a copy of CDS generated Withdrawal Rejection

Transaction report to the Participant/Account Holder.

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Prohibition of Deposit of Street Name Shares in CDS

According to CDC Regulation # 8.1.2, Deposit of Securities (including shares) into the Central Depository System (CDS) that are

not already registered in the name of the relevant Account Holder or Sub-Account Holder is prohibited. Therefore, no deposit

request transaction shall be made by the Account Holder/Participant unless the underlying securities are already registered in the

name of the person in whose Account or Sub-Account (including joint account holder) such securities are to be deposited.

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Documents not received within 30 Days

As per Regulation 8.3A.1 of the CDC Regulations, if the Registered Transfer Documents are not received by the Issuer within 30

days after initiation of a Deposit Request Transaction by the Account Holder, the Issuers may at its discretion, reject the Deposit

Request Transaction initiated by the Account Holder. In case, where the documents are received by the Issuer after it has rejected

the Deposit Request Transaction, the Issuer shall send them back to the relevant Account Holder.

Documents not received within 2 Business Days after Book Closure

As per CDC Regulation # 8.3A.3, if the Registered Transfer Documents are not received by the Issuer within two Business Days

after the commencement of book closure period, it shall be deemed that the Registered Transfer Documents were received after

the book closure end date.

Prescribed Format of Rubber Stamp

As per CDC Regulation # 8.1.1, Account Holders / Participants are authorized to sign (for and on behalf of CDC) transfer deeds

or other transfer instruments pertaining to transfer of securities in the name of CDC for the purpose of deposit into CDS.

Furthermore, Regulation 8.2.1(c) makes it mandatory for the depositing Account Holder / Participant to sign such documents at

the time of deposit request transaction. To facilitate the process, CDC has authorized Account Holders / Participants to make and

use CDC rubber stamp on prescribed format.

Account Holders / Participants should also affix their own stamp at the bottom of transfer deed for identification purposes.

Content and format of the stamp should be as follows:

“For and on behalf of Central

Depository Company of Pakistan

Limited

(only for the purpose of registration of

securities in the name of CDC under

Regulation 8.2.1(c) of the Central

Depository Company of Pakistan

Limited Regulations)”

R/TA Reconciliation

In order to ensure that no discrepancy exists between Central Depository Register (CDR) and the Member’s Register (or register

or holder of other securities of the Issuer), Issuers / R/TAs are required to reconcile the number of Book-Entry Securities held in

the CDR with the number of Securities recorded in the name of CDC on the books of the Issuer from time to time, at least once in

a month.

As per the Regulations 13.7.1A of the CDC Regulations, they are further required to report to CDC the findings of such

reconciliation in the frequency as mentioned below:

In respect of the first six months of the financial year of the Issuer, as of the End of Day on the last day of such six months

but not later than the 10th Business Days after the end of the six month duly signed by the Authorized signatories.

(Annexure “F”)

As of last day of financial year of the Issuer, latest by the end of 4th month from the end of the financial year on the

prescribed format (Annexure “F”). In addition to above, R/TA Reconciliation shall meet the following parameters:

- Verified by the external auditors of the Issuer. In case where the Book-entry Securities are

represented by Units of a Scheme or certificates of a Modaraba, the report shall be verified

by the external auditor of such Scheme or Modaraba, as the case may be.

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- Follow the guidelines issued by CDC from time to time (enclosed hereunder). In cases, where Issuer has not submitted duly audited R/TA Reconciliation for the year within 4 months of close of Financial Year

or within 10 BD of the end of HFY of the Issuer, CDC will issue the notice of intention of imposition of fine to the extent of Rs.

10,000 if the Issuer does not submit the R/TA Reconciliation within 3 Business Days (notice period) of receipt of such.

Where Issuer remains non-compliant after the expiry of the notice period, CDC shall raise invoice in respect of the fine imposed

and send it to Issuer for payment.

In case breach is not rectified within 7 BD of imposition of fine, then whether or not the fine has been paid or not, CDC may

suspend or revoked the CDS Eligibility of the Securities of Issuer.

In case R/TA reconciliation has been received before the imposition suspension of CDS Eligibility, then the matter stands closed

and CDC will issue notice of removal of intention of suspension.

In case the R/TA reconciliation has been received after the imposition of suspension of CDS Eligibility, LCR will issue the removal

of suspension accordingly.

It is pertinent to mention that Issuer is not required to submit R/TA reconciliation for the year where securities have fully been

inducted in to the CDS in terms of issued capital and remained so inducted during the entire financial year to which the report

pertains.

Closure of Central Depository Register (Corporate Action / Book Closure Notice)

As per the CDC Regulation # 12.1, an Issuer of Eligible Security is required to notify CDC of any Book Closure period fixed by

the Issuer at least 7 Business Days before the Book Closure start Date.

Further, Regulation 12.2 requires the Issuer to notify CDC of sending the statutory notice to its members at least 7 business days

before sending such notice. The Issuer shall ensure that the notice to CDC contains as per Annexure CA-40.

List of Beneficial Owners (LOBO)

List of Beneficial Owners (LOBO) at the time of Book Closure

In order for sending Notice of Meetings (AGM / EOGM/ ARM) or any other Notices to Shareholders, List of Beneficial Owners

is provided by CDC (download and print) 3 business days before the date on which the notice is to be sent to Shareholder. It is

therefore important that the Issuer has specified in its notice to CDC, the date on which the notice of AGM / EOGM /ARM would

be sent to shareholders. (For reference please see Regulations 12.2 of CDC Regulations and Section 9 of the CD Act)

Provision of LOBO on Quarterly Basis

In order to facilitate Issuers in complying with the requirement of Securities Exchange to submit the number and break-up of their

free-float shares on quarterly basis. Issuers may download/print LOBO from their own CDS terminal (as on the close of last day

of each quarter) on 7th day after the close of the quarter.

Share Book Details (SBD)

In order to take attendance at general meetings, dispatching dividend warrants, offer for subscription of Securities and any other

payment, Share Book Details report (as on end of business day before the Book Closure Date) is provided (download & print) on

1st business day of the Book Closure Date.. (Relevant Regulation 12.3.5 and Section 9(1) (c) to 9(1)(f) of the CD Act)

SBD is only generated upon defining the Book Closure period in CDS, it is therefore important for Issuers that they notify the

Book Closure period to CDC at least 7 business days in advance.

Entitlements Reports

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Following Entitlements Reports are available in the CDS that can be downloaded and printed by the Issuers / R/TA themselves

from their CDS terminal:

Bonus Entitlement Report

Dividend Entitlement Report

Right Entitlement Report

Merger Entitlement Report

Sub-Division / Consolidation Entitlement Report

Above Entitlement Reports are generated upon defining respective corporate action in CDS.

Credit of Corporate Benefits

CDS offers the provision of Direct Credit of Shares against Corporate Actions in the respective Accounts and/or Sub Accounts

and/or Investor Accounts in CDS. However, Issuer / R/TA is required to transfer cash dividend either to the respective bank

account of CDS Account holder (if dividend mandate is provided) or physically issue the dividend warrant in the name of the

shareholder.

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SECTION III - CORPORATE ACTIONS

Bonus Shares

Bonus shares are directly credited in the respective accounts and/or sub accounts and/or investor accounts in CDS

At the time of defining 95% of the proposed Bonus into CDS due to Tax imposition as per Finance Act, 2014, Issuer is

required to provide the following documents to CDC:

o Corporate Action Notice

o Certified true copy of Board Resolution (BR)

Annual audited report for further verification of proposed bonus Issue. In case of Interim Bonus, half

yearly reviewed accounts are required. For issuance of Bonus after 1st & 3rd quarter “Auditor’s

certificate (free reserves certificate) along with details of authorized capital (SECP certified true copy

of Form-7)” would be required

In case of Un-Listed Securities, annual audited financial statements for further verification of proposed bonus Issue. In

case of Interim Bonus “Statutory Auditor’s Certificate” would be required along with details of authorized capital.

In case of Listed/Quoted Securities, the recommended Bonus entitlement percentage is reconciled with Securities

Exchange quotation

Bonus shares are credited in the CDS upon receiving the confirmation letter from the Issuer on standard format (Annexure “CA-

6(a), (b)”) along with the following documents as the case may be:

Confirmation letter for credit of bonus shares must be on company’s letterhead, duly signed by the Authorized Signatory

(ies) of the Issuer and received in original. Please note that confirmation through fax/email is not entertained.

Confirmation letter should preferably be sent to CDC House in KHI, but may also be sent to branch offices in LHR, ISB

during working hours (Preferably till 4 pm).

Shares are credited at day end on which the confirmation letter for credit of shares is received by CDC. Credit of Bonus

Shares is subject to payment of fresh issue fee in advance and clearance of pending dues (if any).

Credit of remaining 5% of the proposed bonus shares due to Tax imposition as per Finance Act, 2014

The credit of shares for the remaining 5% bonus will be allowed through upload therefore, the Company is required to provide the

following documents at the time of upload and credit.

At the time of upload:

1. Issuer / RTA will submit the Upload request on its letterhead on standard format (Annexure “CA-35 ) Therefore, on the

basis of upload letter CDC will provide upload of shares facility to Share Registrar.

At the time of Credit:

2. After executing final upload by Issuer / R/TA Company will provide the Confirmation Letter (Annexure CA-36, 37 & 38)

on Company letterhead with authorized signatories along with undertaking or Letter as per Annexure CA-39” to credit of

remaining 5% Bonus shares into CDS.

Further Issue of Shares other than Rights

Securities against Further Issue can be directly credited into CDS accounts by uploading the details of targeted account

holders into CDS.

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Issuer is required to provide the following documents at the time of uploading data in CDS

o Letter for Authorization to Upload Data (Annexure “CA-21”)

o “Certified true copy of SECP approval” and “CRO certified true copy of special resolution (Form 26)”.

o Issuer will provide the Original certificate from “Statutory Auditors” confirming the revised Paid-up Capital

and the consideration received against further issue of shares. (Annexure “CA-18”).

Similar process of data upload is followed as applicable in case of New Issue.

Securities are credited into CDS accounts upon receiving the following documents from the issuer:

o Confirmation letter for credit of securities from authorized signatory (ies). (Annexure “CA-22”)

o Final approval from SECP (applicable only where conditional approval issued by SECP).

The above documents should preferably be sent to CDC House in KHI, but may also be sent to branch offices in LHR,

ISB during working hours (Preferably till 4 pm).

Securities are credited at day end on which the confirmation letter for Credit of Shares is received by CDC.

Credit of Shares is subject to payment of fresh issue fee in advance and clearance of pending dues (if any).

Unpaid Rights

At the time of announcement of issuance of rights securities, the Issuer shall, forthwith upon such decision and in any event

15 business days prior to commencement of the book closure period, give notice to the CDC of:

The date of distribution (credit) of Unpaid Rights into CDS.

Ratio of Rights Entitlements (i.e. every _________ shares/certificates held will get_________ Unpaid Rights).

The dates of public subscription mentioned on the Right Setup Form shall not be less than fifteen days and not

exceeding thirty days from the date of offer.

Declaration of Unpaid Rights as an eligible security

Upon receipt of above mentioned announcement along with duly completed unpaid rights security Set-up Form & required

applicable document(s) from the Issuer, CDC may, at its discretion, will declare the unpaid Rights as an eligible security

subject to completion of all formalities pertaining to documentation. Thereafter, unpaid Rights security will be set up into

Central Depository System (CDS) as a new security. CDC will also give a notice of declaration of CDS eligibility of the

unpaid Rights security to the Issuer, the Commission and, if listed, to the Pakistan Securities Exchange.

The security set-up form should be duly accompanied along with the following documents:

o 1.1 Certified true copy of Board Resolution regarding the Right issue.

1.2 Form-26 (special Resolution) filed u/s 150 duly certified by the Registrar Joint Stock Companies in respect of

increase in authorized capital (if applicable)

o 1.3 Form 7 (increase in authorized share capital) filed u/s 92 / 94 of the Companies Ordinance duly certified

by the Registrar Joint Stock Companies, (if applicable)

o 1.4 Certified true copy of SECP Approval in case of right issue at a discount. (For listed Securities, such

requirement will be applicable where discount is more than 10%)

1.5 Certified true copy of Special Resolution (Form 26) is required where less than 10% discount offered as per section 82

of the Companies Act, 2017. (Applicable for listed securities)

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For the purpose of points 1.2 & 1.3 above, latest audited accounts reflecting updated authorized capital can be submitted in

lieu of form 26 & form 7.

In case offered Rights shares / certificates are to be issued as a new separate security such as preference shares etc., issuer

shall also be required to fulfil the requirements as defined in induction of eligible securities procedures. These requirements

should be completed before the start of book closure date.

Calculation of Unpaid Rights entitlement

As of the close of business day on the day before the first day of the book closure period, CDS will calculate the rights

entitlements in the ratio announced by the Issuer. These rights entitlements will be accrued in the entitled accounts and / or

sub-accounts / investor accounts.

Issuer / RTA shall obtain the above entitlement lists (active and suspended Participants) along with List of Beneficial

Owners (titled ‘Share Book Detail’) immediately succeeding Business Day after the Relevant Time (Relevant Time means

the end of day on the Business Day before the Book Closure starting date) from CDC.

On the basis of Share Book Detail, Issuer to notify to the account holders and/or sub-account holders / investor account holders

the entitlements, last trading & payment date and payment procedure along with circular / notice as required under Companies

Act, 2017 within 2 business days after distribution (credit) of right entitlements into entitled accounts or sub-accounts

and / or IAS Accounts

The fractional rights entitlements (if any) of the account holders and sub-account holders / investor account holders shall be

dealt with by the Issuer in accordance with the applicable laws and its articles of association.

Direct credit of Unpaid Rights to the respective accounts, sub-accounts and investor accounts in CDS

Issuer to provide the confirmation to CDC for the distribution (credit) of Unpaid Rights (standard format is enclosed as

Annexure “CA-24”) along with jumbo physical letter of right and PSX approved schedule for unpaid right, to sign by CDC

as renounce (this LoR will be issued in favour of entitled account holders, sub-account holders and IAS Account holders

having accumulative right offered as per entitlement list) immediately after reopening of share transfer books. Upon

receipt of said documents, the accrued entitlements will be credited to the entitled accounts and/or sub-accounts under active

participants in CDS as ‘unpaid Rights’ on the same day end after signing of said LoR by CDC as renounce.

In case, entitled accounts or sub-accounts are with suspended Participants, Issuer will prepare and dispatch physical Letter of

Rights, based on separate rights entitlement list of suspended Participants obtained from CDS as of distribution (credit) date,

within 15 days from the re-opening of share transfer books.

Issuance and conversion of physical unpaid rights into book entry form:

Physical Letter of Rights against securities held in physical form to be issued by the issuer in jumbo form within 15 days from

the reopening of share transfer books.

With regards to split of jumbo LoR, Issuer shall be required to process splitting of physical letter of rights within 2 working

days or such other period prescribed by the relevant Securities Exchange from the receipt of written request.

Unpaid Rights issued in physical form can be deposited into CDS as per normal deposit procedure. However, this process

would only be allowed till 7 business day prior to the last trading date.

Account holders / Participants will send letter of rights duly signed by shareholders and renounced in favour of CDC with

securities deposit form. The other deposit formalities will remain same.

Withdrawal of Unpaid Rights into physical form:

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Unpaid Rights in book entry form can be withdrawn from the CDS for conversion in the form of physical letter of rights as

per normal procedures provided that withdrawal request is initiated within 7 days from the date of credit of unpaid rights into

book entry form.

Pledge Transaction

Unpaid rights into book entry form in CDS can be pledged in favour of eligible pledgee as per normal procedures till the last

of day of trading.

However, pledge release and pledge call facility will be available till the last date of payment.

Settlement of Unpaid Rights

‘Unpaid rights’ will be available for book entry transfers immediately after the credit into CDS for settlement.

Trading Period / Last date of Payment

Issuer will determine the trading period and last date of payment for the Unpaid Rights in accordance with the regulations of

the Pakistan Securities Exchange.

Trading of unpaid rights shall be discontinued five business days prior to the last payment date so as to accommodate the last

day’s subscription requests. Accordingly movement of unpaid rights (including new pledge request) will not be allowed after

last day of trades / settlements.

Subscription of Unpaid Rights

For the purpose of exercising the Unpaid Rights, Account holders / Participants / CDC – Investor Account Services (IAS) -

on behalf of Investor account holders will be required to initiate the Right Subscription Request into CDS on or before the

last payment date (Subscription period should be not be less than fifteen days and not exceeds thirty (30) days from the start

date of offer as per section 83 of the Companies Act, 2017) based on clients instructions in any of the following ways:

written request

request received through IVR

request received through pre notified email address

request received through fax

Upon execution of subscription request into CDS, the system will:

Block the holding of unpaid Rights in the respective account, sub account or investor account as “pending for

subscription (payment)”.

Transmit the Right Subscription Request details at Issuer / R/TA end for information purposes.

Allow the account holder / participant / CDC - IAS to obtain the Right Subscription Request (two copies - one for

the subscriber (client) and the other for the Issuer) printouts from CDS. This facility will be available any time from

the credit of un-paid rights till the last payment date.

On the basis of the Right Subscription Request printouts, Account Holder / Sub-Account Holder / IAS Account Holder will

be required to deposit the required amount to Issuer’s designated banker to the rights issue on or before the last payment date.

A Banker shall return client’s copy of Right Subscription Request to subscriber duly marked as payment received.

Partial subscription will also be allowed to the Account Holders / Sub-Account Holders / IAS Account Holders.

Participant/CDC (only for investor account holders) will be responsible to provide two copies of Right Subscription Request

printouts to the sub-account holders and /or investor account holders immediately after processing right subscription request

transaction.

Cancellation of initiated Right Subscription Requests:

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For cancellation of initiated Right Subscription Request, Account holder / Participant (including IAS) shall be required to

submit CDC a written request for cancellation of Right Subscription Request as per standard format (Annexure “ CA - 41)

along with its printout duly marked as cancelled.

On the basis of above-mentioned documents, CDC will execute cancellation of Right Subscription Request in CDS and

confirm the same to the concerned account holder / participant.

Issuer / RTA will have an option to download cancelled Right Subscription Request Report from CDS for reconciliation

purposes.

De-listing of Unpaid Rights Security

At the end of day on the last payment date, the unpaid rights security will be freezed (excluding pending Right Subscription

Requests) into respective accounts / sub-accounts / investor accounts. The remaining balance of unpaid rights (including those

unpaid rights under pledged position) shall be considered as lapsed.

After completion of rights shares / certificates issuances in book entry form, unpaid rights security will be de-listed from the

CDS.

Paid Right Shares

The Issuer will obtain Right Subscription Requests and payment details from Banker(s) to the issue and a download

report “List of Right Subscription Requests” from CDS. Authorized Banker(s) will be required to forward the relevant

payment details along with paid Rights Subscriptions Request (Issuer’s copy) to the Issuer within 7 business days from

the last payment date. After the completion of the reconciliation process, similar process of data upload is followed as

applicable in New Issue.

Provided that; upload will be provided upon provision of Statutory Auditor certificate as per guidelines. (For guidelines,

please refer Annexure “CA-23”).

In case of under subscription, the underwriters also have the option to get the credit of securities directly into their CDS

account.

Securities are credited only upon receiving the Confirmation letter for credit of securities from the Authorised Signatory

(ies). (Annexure “CA-14”)

The above documents should preferably be sent to CDC House in KHI, but may also be sent to branch offices in LHR,

ISB during working hours (Preferably till 4 pm).

Securities are credited at day end on which the confirmation letter for Credit of Shares is received by CDC.

Credit of Right Shares is subject to payment of fresh issue fee in advance and clearance of pending dues (if any)

The subscribers of physical Letter of Right (LoR) will get the certificates in physical form.

Specie Dividend

The portion covers the requirement of chapter 8G of the CDC Regulations which deals in distribution of specie dividend.

For this purpose, any issued securities of the Issuer that are to be distributed by way of dividend in specie are referred to as “First

Issuer” while the Issuer who distribute the securities of the First Issuer amongst its shareholder is referred to as “Other Issuer.”

The transaction of distribution of specie dividend is based on the following two scenarios:

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1. Issued Securities of the First Issuer that are to be distributed by way of dividend in specie by the Other Issuer are in

Physical Form:

Under this scenario, the securities of the First Issuer will be directly credited into the respective accounts and sub-accounts/

Investor Accounts of the entitled shareholders of the Other Issuer into CDS through upload mechanism.

2. Issued Securities of the First Issuer that are to be distributed by way of dividend in specie by the Other Issuer are in

book-entry form:

Under this scenario also the securities of the First Issuer will be directly credited into the respective accounts and sub-accounts/

Investor Accounts of the entitled shareholders of the Other Issuer into CDS through upload mechanism, However, CDC will first

delete the securities of the First Issuer held in the CDS account(s) of the Other Issuer. (Please note that both deletion & credit of

securities will take place simultaneously. Hence, all CDC related formalities should also be completed accordingly).

The documentation requirement & step-by-step process for execution of this transaction under both the aforesaid scenarios is as

under:

1. The Other Issuer shall intimate CDC via corporate action notice in accordance with the provision of CDC

Regulations 12.1.1 mentioning therein necessary details with respect to dividend in specie.

2. CDC on the basis of provided corporate action notice, will define book closure on CDR.

3. Share Book Details (SBD) as per the procedure will be made available to the R/TA.

4. On the basis of provided SBD, R/TA will complete formalities at its end.

5. Upon completion of the aforesaid formalities, R/TA of the First Issuer will request CDC for data upload as per the

standard format (Annexure “CA-25”) duly signed by its authorized signatory (ies). At this stage, the Other Issuer is

also required to submit certified true copy of board resolution and minutes of the AGM authorizing issuance of

dividend in specie.

6. Thereafter, CDC will provide upload facility to the R/TA of the First Issuer. Further, where securities of the First

Issuer are in book-entry form, then such securities will first be deleted by CDC (solely for the purpose of credit of

dividend by way of specie), provided that such securities are not in Pledged Position or in Freeze Position. As stated

above, deletion & credit will be executed simultaneously.

7. Deletion of securities of the First Issuer held by the Other Issuer will require the Other Issuer to provide letter to

CDC to delete the securities along with the following details:

Participant Name & ID.

Account Number & Title.

Name of security & number of shares (of the first issuer) that needs to be deleted.

8. The above letter should be duly accompanied with “No Objection Certificate - NOC” as per standard format

(Annexure “CA-26”) from the custodian participant (not applicable where shares are held under the custody of CDC-

Investor Account Services).

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9. Upon completion of upload formalities, the First Issuer will require to provide to CDC confirmation letter as per the

standard format (Annexure CA-27(a) & CA-27(b) – as applicable) duly signed by the authorized signatory (ies).

10. Upon receipt of confirmation letter & completion of verification formalities, CDC will define apply date in CDS.

11. On End of Day, system will automatically credit the securities present in the upload to the respective beneficiary

Accounts and /or Sub-Accounts/ Investor Accounts into CDS.

Notes:

As a prerequisite, securities of both the issuers i.e. first and other should be CDS eligible securities.

Where shareholder(s) of the Other Issuer having principal holding in physical form if they so desire can also get their

entitlement to specie dividend in book-entry form. In this regard, the R/TA of First and Other Issuers shall ensure that

necessary data with respect to such shareholders are uploaded in the CDS.

Shareholders having shares in blocked account or in freeze form will get credit in book entry form. However, for freeze

securities in any account the credit will fall into “available” bucket.

For the purpose of scenario no. 1, where shares of First Issuer are in physical form, Issuer / R/TA is also required to

confirm to CDC regarding cancellation of corresponding number of physical share certificates.

Shareholder(s) who have closed their CDS account(s) subsequent to SBD generation will have to be provided shares in physical

form

Merger of Securities

Merger of Company ‘A’ (Transferor) with Company ‘B’ (Transferee)

Both companies (company ‘A’ and company ‘B’) are live on CDS.

In order to process merger of securities through CDS, Transferee (company “B”) will be required to submit the following

documents to CDC in accordance with CDC Regulations:

Notice of Book Closure and ratio.

Certified true copy of Suit/Plaint/Petition & Judgement,

Certified true copy of Scheme of arrangement (merger).

Certified copy of Court / Competent authority Order.

Certified true copy of Board Resolution.

Letter from the Issuer (as a shareholder) i.e. Transferor and/or Transferee (as applicable) for cancellation of inter-

company holding.

NOC – No Objection Certificate from the custodian participant for the cancellation of intercompany holding under their

control (not applicable to CDC Investor Account Services)

CDC will define Book Closure period and swap ratio of merger for company ‘A’ into CDS, for determining the

entitlements.

Upon commencement of Book Closure period, CDC will restrict the following functionalities for security of company ‘A’:

Deposit Request and Withdrawal Request

Free deliveries (Inter Participant & Intra Participant)

Pledge (including pledge release and call)

On 1st business day of the book closure (relevant time), CDC will provide Merger Entitlement Report of Company A to company

‘B’ (reflecting new holding on swap ratio basis including fraction entitlements, if any) while Issuer / RTA will obtain Beneficial

Owners report (titled “Share Book Details”) of Company ‘A’ on his own CDS terminal via “Share Book Detail” option in “Report

and Queries”.

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Upon receipt of allotment Notice of Securities as per standard format (Annexure “CA-10”) from Issuer along with Certificate from

Statutory Auditors (“CA-19”) and CRO certified true copy of Form 7 filed, where as a result of Merger the authorised share capital

of Transferee Company needs to be increased, CDC will define the apply date (if required) and CDS to automatically credit the

entitled number of securities of company ‘B’ as per Entitlement Report to respective Accounts and/or Sub-accounts / Investor

accounts on apply date.

For Securities (company ‘A’) that remains under pledge immediately before commencement of Book Closure period, CDS to

automatically release the pledge transactions for Security of Company ‘A’ and create new pledge transactions for security of

company ‘B’ in favour of same Eligible Pledgee in accordance with swap ratio on apply date. Issuer will provide the fraction

entitlement (if any) on such pledged security directly to the Beneficial Owners.

CDC will revoke the CDS Eligibility of the Security (company ‘A’) on or immediately after the apply date.

Upon revocation of security (company ‘A’), the position owned, pending deposit, pending withdrawal and pledge position will be

removed by the system on the Central Depository Register (CDR). CDC will close Issuer and R/TA, if required.

*Note: CDC will only credit the integer portion of the holding to respective accounts and sub-accounts. The requirement of

rounding off the fractional shares (if any) in accordance with Scheme of Arrangement will be handled by Issuers themselves by

issuing physical share certificates after rounding off fractional entitlement on the basis of Entitlement Report, provided by CDC.

Please get cancelled if there is any Inter Company investment held in Company ‘A’ by Company ‘B’ before Book Closure start

date.

Scheme of Arrangement (De-Merger)

Separation of one of the division / department from Company ‘A’

Establishment of separated division / department as a new Company ‘B’.

Company ‘A’ is already live security in CDS whereas company ‘B’ will be declared as an eligible security prior to de-

merger process.

CDC to declare Company ‘B’ as an Eligible Security in accordance with Chapter 5 of CDC Regulations.

Upon completion of formalities by the Issuer in accordance with CDC Regulations and submission of required documents, CDC

will setup the new Security, Issuer, R/TA (if necessary) into CDS, (prior to de-merger).

Company ‘A’ will be required to submit the following documents to CDC in accordance with CDC Regulations and any other

documents which may be required by CDC:

Notice of Book Closure and ratio.

Certified true copy of Suit/Plaint/Petition & Judgement,

Certified true copy of Scheme of arrangement (de-merger).

Certified copy of Court / Competent authority Order.

Certified true copy of Board Resolution.

Upon receipt of above documents:

CDC will define Book Closure period, ratio of de-merger and apply date (for crediting the new shares in new company ‘B’ and

reducing of shares of existing company ‘A’ within CDS) into CDS, for determination of entitlements.

Upon commencement of Book Closure period, CDS will automatically restrict the following functionalities for security of

Company ‘A’, till apply date.



Pledge (Including pledge release and call)

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On 1st day of Book Closure (relevant time), CDC will provide Beneficial Owners report (titled “Share Book details”) and

Entitlement Report for company ‘A’ and company ‘B’ (reflecting new holding on swap ratio basis including fraction entitlements,

if any) to the company ‘A’ & ‘B’.

Upon receipt of reduction of shares capital letter as per standard format from the Issuer (Company ‘A’) along with certificate from

auditor, CDC will update the apply date (if required) and CDS will automatically reduce the holding of company ‘A’ Shares as

per Entitlement report from the respective Accounts and/or Sub-accounts.

Upon receipt of allotment letter from Issuer (Company ‘B’) along with Certificate from Auditors CDC will update the apply date

(if required) and CDS will automatically credit the entitled number of Shares of Company ‘B’ to Account holders and/or Sub

account holders / Investor account holders of Company ‘A’s as per Entitlement report.

For securities (company A) that remains under pledge immediately before commencement of Book Closure period, CDS will

automatically release the pledge transactions for security of Company ‘A’ and create new pledge transactions for securities of

company ‘A’ & ‘B’ in favour of same Eligible Pledgee in accordance with swap ratio on apply date. Issuers to provide the fraction

entitlements (if any) on such pledged securities directly to the Beneficial Owners if required.

Fractional entitlements will be disposed off and distributed in accordance with relevant laws and regulations to respective Account

Holders and Sub-account Holders as mentioned in Beneficial Owners report.

Consolidation / Subdivision of Securities

In order to process Consolidation or Sub-division securities through CDS, Issuers / R/TAs are required to provide the Notice of

Book Closure along with the Details of Consolidation / Subdivision and CRO Certified true copy of Special Resolution (Form 26)

filed by the company with the Registrar of Companies (SECP).

Upon commencement of book closure period following authorities will be restricted till Consolidation / Sub-division apply date.



Pledge (Including pledge release and call)

Share Book Detail and Consolidation / Sub-division Entitlement List are provided (download and print) and hard copy of

Entitlement List to Issuer / R/TA on 1st Business Day of Book Closure.

Upon request of Issuer / R/TA. The Entitlement List can be provided at any time after start of Book Closure period subject to no

pending deposit requests.

The holdings are automatically revised by the system on apply date, upon receipt of Confirmation of Revised CDC nominee

holding in the Members’ Register as per (Annexure “CA-17”) from the authorised signatory(ies) of the Issuer.

Securities held under pledged position are also revised with the impact of Consolidation / Sub-division.

Note: Issuers are required to approach Pakistan Securities Exchange to suspend the trading of their security (prior to the book

closure start date) till the consolidation / sub-division process is completed in CDS

Partial Cancellation of Securities in CDS due to Redemption or Conversion

This document is sub-divided into following two parts:

Cancellation of Securities in CDS

Conversion of Securities in CDS

Cancellation of Securities in CDS

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Partial Cancellation Functionality (the functionality) enables the Account Holder to request cancellation of specific volume of

specific security (ies) which may be a partial cancellation or a whole cancellation of the securities from the system. Cancellation

will be against any consideration within the system or outside like conversion of debt instrument into equity (or vice versa) or

exercising of Put Option.

The Sub/IAS/Account Holders will generate the cancellation request through their respective Account Holder. Upon posting of

such request, the posted volume of securities will not be available for any further transaction. After approval of cancellation by

R/TA, paid-up capital / total issue will reduce by total number of securities cancelled as well as decrease in both CDC’s nominee

holding in the Members’ / Debenture Holders’ Register of the Issuer and Central Depository Register (CDR).

Applicability

As per the provision of clause 5.5B.1 of the CDC Regulations, the functionality is applicable on Redeemable Securities /

Instruments including but not limited to redeemable preference shares or any other redeemable equity instruments, bonds,

debentures, term finance certificates, participation term certificates, musharaka certificates, sukuk certificates, commercial papers

& Government Securities.

Detailed Procedure

Issuer will intimate CDC via notice in accordance with the provision of CDC Regulations 5.5B.1 mentioning therein necessary

details w.r.t. granting of put option along with requisite documents to be specified by CDC on case to case basis depending upon

on the nature of security and terms & conditions of issuance.

Upon receiving intimation from the Issuer for cancellation, CDC, will enable the Cancellation Request Transaction Functionality

and consequently, the respective security will be available for account holders for cancellation.

Sub/IAS/Account holder will fill out the Securities Cancellation Form (SCF) (Annexure “CA-28”) and will submit the same to

their respective Account Holder.

The Account Holder after verification of signature and details provided by the Sub/IAS/Account holder in SCF will incorporate /

input SCF details into CDS and deliver the system generated print out (Post report) to the Sub/IAS/Account Holder. After which

the relevant security balance will not be available for any further transactions.

CDC will provide upload facility to Issuer / R/TA after receiving “authorization to upload data request” on standard format

(Annexure “CA-29”) duly signed by its authorized signatory (ies).

Issuer / R/TA will be able to download the cancellation requests initiated by the Account Holders in CDS and subsequently verify

the details.

Issuer / R/TA will execute two uploads namely; First Upload and Final Upload.

Issuer / R/TA may approve/reject the cancellation requests by the way of uploading file. In case of rejection, the relevant security

balance will again become available for any further transactions.

If First Upload process is completed successfully, i.e. without errors, then user can execute the process multiple times unless final

process is executed.

After successful first upload (with zero error), Issuer / R/TA will initiate final upload Process.

After final upload, Issuer will provide confirmation letter on a standard format (Annexure “CA-30”) signed by their authorized

signatory(ies) duly accompanied by statutory auditor’s certificate (in original) in accordance with the guidelines as per (Annexure

“CA-31”).

Upon receipt of confirmation letter along with auditor’s certificate and other documents as may be required, contents of the letter

will be verified and CDC will define the apply date in CDS.

On End of Day, system will automatically cancel the securities from the respective accounts on apply date & also update the paid-

up capital / total issue accordingly.

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Conversion of Securities in CDS

These Procedures are applicable for redeemable securities having conversion option. The conversion would be executed through

CDS, provided that; such conversion is made pursuant to provisions of sub-clauses (e) to (g) of clause (i) of Regulation 8F.1.

This procedure would be applicable simultaneously with the procedure of partial cancellation of securities only where cancellation

results in issuance of securities.

Detailed Procedure

Procedure w.r.t. documentation requirement & execution of transaction is enumerated in the following points:

Issuer is required to intimate CDC through a letter duly signed by authorized signatory (ies) before exercising of option along with

the applicable document(s). The documentation requirement cannot be standardized for such type of transaction as these may vary

depending on the case. In addition, Issuer is also required to provide any additional document(s) if CDC so requires.

Thereafter, for credit of securities into CDS that will be issued in lieu of conversion; CDC will provide upload facility to Issuer /

R/TA based on “data upload request” on standard format (Annexure “CA-32”) duly signed by authorized signatory(ies) along

with statutory auditor’s certificate in original as per the guidelines of (Annexure “CA-31”).

After completion of upload formalities, Issuer will provide confirmation letter on a standard format (Annexure “CA-33”) duly

signed by authorized signatory (ies).

Thereafter, CDC will define apply date (credit date) in CDS.

On End of Day, system will automatically credit the securities to the respective Accounts and /or Sub-Accounts/Investor Accounts

in CDS.

Note:

Requirement of point no. 1 will not be applicable where documents have already been provided at the time of partial cancellation

of securities.

Reporting of Non-Free Float of Listed Shares / Certificates / Modaraba/ Mutual

Funds

CDC has developed a Non-Free Float functionality in the Central Depository System (CDS) in light of requirements

prescribed under Regulations 2.4(xl) and 5.7.2(c) of PSX Rule Book read with Regulation 5.2A of the CDC

Regulations. The said functionality will be available to the relevant Issuers/Registrar/Transfer Agent (R/TA) on their

CDS terminals, enabling them to enter the non-free float details in the CDS in a manner prescribed by Pakistan

Securities Exchange (“PSX”).

Non-Free Float Reporting Process:

1. Issuers to provide Non-Free Float information on the following parameters:

CAT. # Categories Description No. of

Shares

Issued Share / Certificate Capital of the Company / Modaraba / Mutual Funds XXX

Less:

CAT01 Government holdings; (XXX)

CAT02 Directors, Sponsors* and Senior Management Officers** and their

Associates;

(XXX)

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CAT03 Treasury Shares; (XXX)

CAT04 Associate companies*** / Group Companies (cross holdings); (XXX)

CAT05 Shares issued under Employees Stock Option Schemes that cannot be sold in

the open market in normal course;

(XXX)

OTHER any other category that are barred from selling at the review date; (XXX)

Free Float Shares XXX

*, ** and *** are specifically defined in the enclosed annexure.

2. For entering Non-Free Float details against any of the above category(ies) in CDS, following

information will be required to be entered in Non-Free Float Functionality:

S. No. CDS Non-Free Float Functionality

(i) Security Symbol;

(ii) CDS Participant ID

(iii) CDS Account Number

(iv) Non Free Float Category

(v) Remarks (Optional)

3. R/TA shall mark the relevant CDS account such as sub-account or an Investor Account etc. where

non-free float securities are held.

4. RTA after necessary verification will be required to submit the consolidated details for the

particular security in CDS. Based on this action, non-free float information will be transmitted to

PSX along with submission date.

5. Once submission action in CDS is performed by an R/TA for the particular security, no subsequent

modification will be allowed after the due date. However, for revising the already submitted non-free

float details in CDS, issuer shall submit a written request to PSX. Consequently, CDC will allow

such revision/re-submission of non-free float details in CDS upon receiving confirmation from PSX.

6. The reporting of non-free float details shall be made on quarterly basis i.e., as of March 31, June 30,

September 30 and December 31 within 15 days of close of each quarter. Late reporting may be

allowed till the next quarter. However, in light of Regulation 5.20 of the PSX Rule Book, PSX may

impose penalty on Issuer for late or resubmission of non-free float information in CDS.

7. In compliance with Regulation 5.2A.3 of the CDC Regulations read with Regulation 5.7.2 (c) (i) of

PSX Rule Book, a report shall be made available by CDC after the end of 15th day from the close of

each quarter to PSX and NCCPL on their respective CDS terminals for further action in accordance

with their respective jurisdiction.

8. CDC shall also transmit cases of non-reporting of non-free float information to PSX directly through

the system in the form of a report after the end of 15th day from the close of each quarter for necessary

action at their respective end in accordance with their respective jurisdiction.

D E F I N I T I O N S

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*As defined in Companies (Issue of Capital) Rules, 1996

Sponsor means:

(a) A person who has contributed initial capital in the issuing company and has the right to appoint

majority of the directors on the board of the issuing company directly or indirectly by virtue of

shareholding held in its own name and in the names of his relatives, associated companies and

associated undertakings;

(b) A person who replaces the person referred to in clause (a); and

(c) A person or group of persons having management control of the issuing company whether directly

or indirectly.

**As defined in the Securities Act 2015

Senior Management Officer includes Chief Executive Officer / Managing Director, Deputy Managing

Director / Chief Operating Officer and Chief Regulatory Officer or holder of such position by whatever

name called.

***As defined in the Securities Act 2015

Associate in relation to:

(a) an individual, means:

I. that individual’s spouse, son, adopted son, step-son, daughter, step-daughter, father,

stepfather mother, stepmother, brother, stepbrother, sister or stepsister,

II. any company of which that individual is a director;

III. any company in which that individual or any of the persons mentioned in sub-clause (i), has

control of twenty five percent or more of the voting power in the company, whether such

control is exercised individually or jointly; or

IV. any employee of that individual; or

(b) a company, means another company in which the first mentioned company has control of not less

than twenty percent of the voting power in that company, and a reference in this Act to an associated

person or associated company shall be construed accordingly;

Electronic Initial Public Offering (eIPO)

Introduction

Central Depository Company of Pakistan (CDC) has developed a Centralized eIPO System on eServices

portal through which individual investors can submit online subscription applications for securities offered

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through Initial Public Offering (IPO) and Offer for Sale. CES will also facilitate payment against subscription

applications through various banking channels (such as internet banking, Automated Teller Machines and

mobile banking). CES portal can be accessed by the general public through the web link

(https://eservices.cdcaccess.com.pk/public/index.xhtml).

CES is intended to achieve the following objectives:

Increase the outreach of IPOs.

Promote the culture of keeping securities in book entry form. Make the IPO process more efficient.

Ensure transparency by keeping the individual investors informed throughout the IPO process.

The main participants involved in CES are:

Individual Investors (Resident Pakistani and Non-Resident Pakistani)

Issuers

RTAs

Ballotters

CDC

1 Link’s Member Banks

The objective of this document is to broadly outline the procedures that will be followed by the various

participants involved in the IPO process through on eServices portal.

Detailed Procedure

IPO Setup in CES

Every IPO will be defined in the eIPO system through Admin Module. For utilizing CES the following

procedure will be applicable:

Issuer will communicate to CDC that it intends to allow subscription application submission by

individual investors through on eServices portal.

In this respect Issuer will be required to sign a standardized Issuer Agreement specifically for the

purpose of CES which will be provided by CDC on stamp paper of Rs.200 (two copies).

The following documents will be required to be submitted by the Issuer in addition to the above

mentioned Agreement:

Admission form / Setup form

Certified true copy of SECP approval for IPO.

Clearance of Pakistan Securities Exchange.

Approved prospectus of the Security.

The Issuer will provide information to CDC separately for setting up the details of each CES Element

and Users thereof (these will be annexed to the Issuer Agreement): the basis of the information

provided above CDC will proceed to create User IDs for the participants/Elements for relevant access

to CES, details of which will be communicated to the relevant contact persons accordingly.

For IPO setup the Issuer or their agent will have to enter or provide the following information to

upload on eServices portal:

Complete details of the IPO.

https://eservices.cdcaccess.com.pk/public/index.xhtml

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Relevant documents in a format defined by CDC for information on the IPO process for

interested parties such as:

Financial Documents

Preliminary Prospectus

Final Prospectus

IPO Terms and Conditions

Approved IPO Subscription Application Form

Any other information that the agent may require for the purpose.

CDC will provide ISIN for the upcoming security.

CDC will inform 1 Link about the upcoming IPO

Investors’ Eligibility and Registration

Currently only individual (Resident and Non-Resident Pakistanis) are allowed to subscribe for IPO

via eServices portal.

Investor must be having a bank account with any Scheduled Bank in Pakistan.

Investor must possess an active CDS account (Investor Account or Sub Account).

Investors will register themselves for the eIPO portal to obtain login details.

For registration, investors must provide valid identification (CNIC in case of Resident Pakistani,

NICOP in case of Non-Resident Pakistani). CNIC/NICOP should be same as appearing in CDS

Account.

Investor must provide active mobile number and e-mail address in addition to other personal details.

CNIC/NICOP and e-mail address used for registration of one investor cannot be used again for

registration of any other investor.

Subscription

An application can be made in individual capacity and not in joint status. However, a CDS joint

account can be used for subscription by the account holders separately for their respective

applications.

For subscription, applicants will provide Participant ID and CDS Account Number, which will be

systematically verified on real time basis and certain investor details will be fetched automatically.

The applicants will provide their own International Bank Account Number (IBAN) which will be

utilized for the purpose of refund of the application money in case the application is declared

unsuccessful.

Applicant will enter all details in the application in the manner prescribed by the Issuer in the

Prospectus or other relevant documents.

A Transaction ID will be generated by CES and sent to the investor via e-mail and SMS upon

successful submission of subscription application on the registration details as provided at the time

of registration. This Transaction ID will be used by the applicant for making payment.

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Payment can be made against Transaction ID through available banking channels of 1-Link member

banks (such as Online Banking Portal, ATM, and Mobile Banking).

Balloter End

Ballotter having access to CES will download the details of subscription applications processed

through CES.

Balloting process will be carried out outside CES.

Ballotter will upload details of successful, unsuccessful and withheld applications in CES pertaining

to investors subscribing through CES.

Refund against Unsuccessful Applications.

After receiving request letter dully signed by authorized signatories of unsuccessful / unaccepted

applicants from the issuer, CDC will initiate the instruction to 1-Linkvia CES to transfer the

subscription amount to unsuccessful/unaccepted applicants who subscribed to CES.

1-Link based on detail instruction transmitted transfer through CES will instruct the relevant banks

to refund amount to their customers using IBAN provided at the time of registration. Respective

banks would immediately refund the amount to unsuccessful investors after verifying the title of

Bank account with the title mentioned in the subscription application. In case of mismatch of title or

any other discrepancy, Bank will issue P.O, cheque etc.

Release of Fund to Issuer after completion of eIPO process

Upon receiving of confirmation letter from Issuer along with NOC from PSX, CDC will transmit the

data of successful Investors via system to 1-Link for onward transmission of the successful

subscription amount net of related Commissions to the Issuer’s bank account.

Share Registrar End

Share Registrar will download the detailed list of the successful applicants.

Share Registrar will issue securities in book entry form directly into the respective CDS accounts of

the successful applicants as per current CDC Procedures.

Physical securities issuance and dispatch will be handled by RTA outside CES and as per their

practice.

Share Registrar will upload the list in CES of successful applicants subscribing through CES who are

issued with securities in CES and their status would be updated accordingly.

1-Link End

Internal Procedure

CDC will intimate 1-Link about upcoming eIPO before the start of subscription.

1-Link will intimate member banks regarding subscription of eIPO.

Bank will retain the subscription amount with them till further instructions from CDC.

1-Link will systematically provide report on real time basis and also on T+1 for the purpose of

reconciliation.

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In case of exception 1-Link will intimate CDC specifically (if occurs).

CDC will run patch for rectification in case of above mentioned exception.

Minimum System Requirements

The e-IPO web portal application is compatible with Internet Explorer 9+, Mozilla Firefox 35+ and

Chrome 35+. Resolution: 1024 × 768 and onward.

Moreover the minimum Internet connection should be 256 Kbps (recommended 512 Kbps).

Centralized Cash Dividend Register (CCDR)

Introduction:

In accordance with CDC Regulations 5.9 read with Companies (Distribution of Dividends) Regulations,

2017 (the Regulations), it is mandatory for all listed companies to obtain International Banking Account

Number (IBAN) and related details of their shareholders so as to credit dividend amount directly into the

shareholders account through electronic payment mode.

CDC will maintain a Centralized Cash Dividend Register (“CCDR”) which would incorporate details pertaining to cash dividends

paid, unpaid or withheld by listed companies. CDC has developed an eService web portal to cater the newly promulgated

Regulations. The CCDR will help to maintain history of dividends paid to shareholders by listed companies and an access of all

such information will be provided to the respective shareholders in a cost-effective manner whereby eliminating major cost

incurred by the listed companies towards printing and dispatching of counter foils at the time of processing of cash dividends.

The web portal will facilitate shareholders of listed companies in retrieving details of cash dividends from centralized register and

to use the same for their record purposes.

Procedures:

The detailed Procedures for CCDR are as follows:

Defining of Cash Dividend Event on (CCDR):

1. Issuer / RTA will provide the total number (quantity) of shareholders immediately after the book closure period

(both physical and book entry folio) to CDC who are entitled for cash dividend.

2. On the basis of total number of shareholders received from Issuer / RTA, CDC will raise invoice as per the

approved schedule of charges.

3. After receiving of the above payment, CDC will create a cash dividend event denoted by separate event ID on

eService portal and inform Issuer/RTA accordingly.

Recording of Cash Dividend details on CCDR 4. Access on eService portal will be given to the respective Transfer Agent (RTA) of such Issuer for uploading the

cash dividend details.

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5. Issuer / RTA shall upload the details of all entitled shareholders, as prescribed in User Manual, against the

respective Event ID into eService portal including the information of shareholder whose cash dividend is withheld

or unpaid along with reasons.

6. Issuer / RTA shall be responsible for ensuring the correctness and completeness of information uploaded into the

eService portal.

7. Subsequently, when payment is made to the shareholders whose cash dividend was withheld / unpaid in initial payment

process due to any reason whatsoever; it will be the responsibility of the Issuer / RTA to upload/update such records

on the eService Portal accordingly. Issuer / RTA will be able to upload/update the file multiple times. The reflection

of subsequent upload will also updated at investor’s end. However, the updations can be made only in the records with

unpaid or withheld status.

8. Number of records once uploaded/confirmed cannot be changed.

Retrieval of Information / Reports from CCDR:

9. The Shareholders of listed companies will have access to the CCDR through eServices web portal for retrieval of

details relating to cash dividends.

10. For the first time each investor / shareholder will have to register himself before access is allowed for the eServices

portal. Further, validation of shareholders will be done before allowing him to view / retrieve dividend related

information in the said portal. However, detailed step by step guidelines for investors/shareholders will be placed in

form of “eServices registration User Manual” on the web portal.

11. CDC Participants will also able to view and download the reports, from CDS, only for their entitled sub-account / IAS

account holders having shares in book-entry form.

Note:

As per CDC Regulations 5.9 read with clause 4 (9)(VI) of the Companies (Distribution of Dividends) Regulations

2017, listed companies are required to provide to the central depository the details of cash dividends after distribution

of dividends to the entitled shareholders. If they fail to provide such information to the CDC through eServices portal

within seven business days after distributions of dividend it will be considered as non-compliance and shall be

escalated to the Commission accordingly.

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SECTION IV - SUSPENSION OR REVOCATION OF CDS ELIGIBILITY OF A SECURITY

In order to safeguard the interest of the Capital Market in general and investors in particular, CDC has a comprehensive legal

framework to regulate CDS Elements. Eligibility of Securities for CDS requires consistent adherence to the CDC Regulations by

the Issuer, failing which can result in Suspension and finally Revocation of the CDS Eligibility of such securities. In this regard,

proper notices are issued and disseminated by CDC as per the requirement. Details of the notices and the impact of Suspension

and Revocation are detailed below:

Intention of Suspension or Revocation – where the Issuer fails to comply with applicable provisions of the CDC Regulations, a

notice of intention of suspension or revocation of CDS eligibility of any securities of the Issuer is being issued the said notice shall

state the reason of Suspension or revocation and specify the date by which Issuer shall comply with the notice to avoid Suspension

or Revocation of the CDS Eligibility of the securities of the Issuer.

Removal of Intention of Suspension – where the Issuer complies the conditions mentioned in the notice of Intention of Suspension

or Revocation before stated therein, CDC shall issue notice of removal of intention.

Suspension due to non-compliance - If the Issuer fails to comply with the notice of intention with in specified time period, CDC

may issue notice of suspension of CDS Eligibility of security to the concerned Issuer.

Suspension due to suspension of trading

In case of suspension of CDS Eligibility of a security due to suspension of trading in such security at the Pakistan Stock Exchange

due to any reason attributable to non-compliance, CDC shall issue a notice of suspension to the concerned Issuer and during the

suspension period, only following transactions would be allowed:

(a) Transfer of Securities pertaining to settlement of pending market-based Securities transactions through the Clearing

Company;

(b) Valid Pledge Call Transactions;

(c) Valid Pledge Release Transactions;

(d) Valid Deposit Request Cancellation Transactions;

(e) Valid Deposit Rejection Transactions;

(f) Valid Withdrawal Request Cancellation Transactions;

(g) Valid Withdrawal Rejection Transactions;

(h) Valid Rights Subscription Request Transactions;

(i) Valid Cancellation Request Cancellation Transactions;

(j) Crediting of Book-entry Securities made pursuant to Chapters 8AA, 8C, 8D, sub-clauses (e) to (h) of clause (i) of

Regulation 8F.1 and Regulation 12.4.6;

Impact of Suspension:

1. New Deposit Request Transactions of the security under suspension is restricted.

2. All other functionalities including Free Deliveries, Withdrawal and Pledge of the securities remain available.

2. Beneficial owners of the securities will continue to receive any corporate entitlements pertaining to that security.

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(k) Gift transactions between the Family Members;

(l) Transfer of securities pursuant to Order of Court /Competent Authority;

(m) Portfolio transfers; and

(n) Transfer of securities by reason of transmission to executor, beneficiary or nominee on death of Account Holder.

However, any other transaction or activity may also be allowed by CDC taking into consideration the specific nature of

the non-compliance on a case-to-case basis, if deemed appropriate

In case of suspension of trading in any security at the Pakistan Stock Exchange, due to any requirement

Prescribed in any charter, statute, memorandum or articles of association or in any resolution of the issuer, such cases

include;

a) Spilt of securities

b) Consolidation of Securities

c) Conversion of securities into another (type or class) securities

Imposed under any order of any court or competent authority, such cases include;

a) Merger of Companies

b) Demerger of Companies

c) Reduction of Share Capital

CDC shall, Start of Book Closure period, freeze all movement in that security including Pledge Call and pledge release and no

transactions will be allowed, except of pending deposit and withdrawal transaction.

Note:

Kindly note that no action will be initiated by CDC in case of suspension of trading in a listed debt security at the Pakistan Stock

Exchange due to periodic interim profit payments to the security holders of that security.

Removal of Suspension - where the Issuer complies with the notice of suspension, CDC shall issue notice of removal of suspension

to the concerned Issuer.

Revocation - where the Issuer fails to fulfil the conditions mentioned in the Notice of Suspension after 60 Business Days of

Suspension or the date as extended by CDC, CDC may issue notice of revocation to the concerned Issuer..

Revocation of eligibility of a security is processed in the following manner

A day prior to the revocation, CDC obtains a copy of list of shareholders (showing details of holders of securities of the Issuer

held by account holders and sub-account holders together with their holding balances and securities under pledged position) and

provides the same to the Issuer. CDC shall freeze the security in the CDS and also add the wordings “Revoked w.e.f. {date} at the

end of the security name.

Upon receipt of Notice of Revocation and list of Shareholders from CDC, shall require the Issuer to prepare certificates (in the

name of CDC) and deliver within 30 Business Days from the date of receipt of List of Shareholders, the physical share certificates

along with the transfer deeds to the CDC. Issuer is also required to provide to CDC physical certificates and transfer deeds of

those shareholders whose pending withdrawal request have been approved/ processed by them.. Please fill the following details in Transfer Deeds based on the details appearing in Beneficial Owners Report.

(a) Name of Issuer

(b) Transferor name

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(c) Transferee name

(d) CNIC No. of Transferee

(e) Number of share

(f) Distinctive Number

Upon receipt of Physical Share Certificate and Transfer deeds, CDC signs the transfer deeds as Transferor and delivers the Share

certificates to the respective shareholders or Eligible Pledgees, where required.

CDC will cancel the security in the CDS through End of Day process -. Accordingly system automatically removes holding

balances from respective Accounts and Sub-Accounts including IAS accounts from CDS.

Where the Issuer fails to provide the physical share certificates on time, such cases may be referred by CDC to the Securities and

Exchange Commission of Pakistan and the Pakistan Stock Exchange for action.

Revocation of CDS Eligibility of Redeemable Securities including Term Finance Certificates

In order to revoke a redeemable security from CDS due to its maturity or early redemption, Issuer / R/TA is required to notify

CDC the final Book Closure period and final redemption date / maturity date.

Upon commencement of Book Closure period, CDC shall freeze all movement in that security including Pledge Call and pledge

release and no transactions will be allowed, except of pending deposit and withdrawal transaction.

CDC will provide Beneficial Owners Report (List of Shareholders) as per schedule for payment of final redemption.

After making final redemption payment to security holders, Issuer will be required to provide confirmation letter to CDC regarding

the same supported with duly certified Auditor Certificate as per Auditor’s guideline as mentioned in the (Annexure –“CA-34”).

On the basis of above mentioned confirmation, CDC issues Notice of Revocation of CDS Eligibility and accordingly cancel the

holding balances from respective accounts and Sub-Accounts including Investor Accounts from CDS.

Action against Issuers of listed shares that are placed on the Defaulters' Segment by Pakistan Stock Exchange (PSX)

For the purpose of taking action against Issuers of listed shares that are placed on the Defaulters' Segment by PSX due to any non-

compliance of PSX Regulations and consequential action of CDC In accordance with Regulation 5.11 of the PSX Regulations

read with Regulation 5.3A of the CDC Regulations.

Measures to be taken:

1. Whenever PSX places an Issuer of listed shares on the Defaulters' Segment due to any non-compliance of the PSX

Regulations, PSX shall inform CDC of such action by notice and also provide information relating to sponsors, directors and

senior management officers of such Issuer :

2. Based on the information provided by the PSX, CDC shall freeze the shares in available balance in the respective CDS

accounts of sponsors, directors and senior management officers of the Issuer and notify the same to:

(a) the Issuer;

(b) the Pakistan Stock Exchange;

(c) the relevant Controlling Account Holders;

(d) the Commission.

3. During the restriction period, CDC will not allow any movement or pledge transactions in respect of shares frozen

by CDC. In addition, CDC will also freeze any shares of such Issuer that become part of available balance in the

accounts of notified sponsors’/ directors’/ senior management due to any reason including any bonus shares or

right shares credited, Pledge release transactions or additional shares acquired by them through any mode.

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4. Upon request of sponsor(s), director(s) or senior management officer(s), CDC shall allow subscription to Letter

of Rights (LORs) under controlled environment.

5. CDC may also allow transfer out of securities held in freeze position in the CDS accounts of sponsors, directors

and senior management officers of the Issuer as may be authorized by PSX in writing duly signed by its Authorized

Signatories.

Removal of Restriction

PSX to notify CDC in writing upon restoring the Issuer from Defaulter segment to ready board. Based on the

notification CDC will unfreeze the shares held by sponsors’/ directors’/ senior management officer of the relevant

security and notify the same to:

(a) the Issuer;

(b) the Securities Exchange;

(c) the relevant Controlling Account Holders; and

(d) the Commission

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SECTION V - MAINTENANCE OF ISSUER / R/TA ACCOUNT WITH CDC

Change in Authorized Signatory (ies)

As a prudent measure, Issuers / R/TAs are required to intimate to CDC any change in their authorized signatory (ies) as soon as

the change takes place.

Documents required for Change in Authorized Signatory (ies)

From Issuer:

Letter intimating the change in authorized signatories on Issuer’s letterhead

Board Resolution / Power of Attorney

1. Where authorities are delegated by way of Board Resolution

Board Resolution (Annexure “C20 (a), C20(b) & C20(c)”) specifying the change. The Board Resolution should be

a certified true copy on Issuer’s letterhead bearing company stamp.

2. Where authorities are delegated by way of Power of Attorney

Attested copy of Principal Power of Attorney together with an attested copy of sub power of Attorney (where

applicable). The Power of Attorney should include CDC specific clauses (Annexure “C20(d)”).

The specimen signatures of all the authorized signatories (existing & new) on the Signature Card. It is also to be ensured

that the signature card is duly stamped and signing instructions are clearly mentioned.

From R/TA:

Letter intimating the change in authorized signatories on R/TA’s letterhead duly signed by Authorized Signatories of R/TA

also mention that signatories in the enclosed signature card are applicable for all the securities under our Registrar

ship(Annexure “D”).

The specimen signatures of all the authorized signatories (existing & new) on the Signature Card along with list of

securities those are associated with the Registrar. It is also to be ensured that the signature card is duly stamped by RTA

and signing instructions are clearly mentioned

Change in Contact Person

In case of change in Contact Person, the Issuer/RTA is required to intimate CDC about the change of the contact person in writing

on company’s letterhead. The request letter nominating a new contact person along with his/her designation should be duly signed

by the Authorized Signatory (ies).

Change in Other Registration Details

In case of change in other details such as Address, Telephone No. e-mail address, Fax No. etc. the Issuer/ RTA is required to

intimate CDC about it in writing. The request letter should be duly signed by the Authorized Signatory (ies).

Change of CDS User Access Option

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The Issuer/RTA is required to send a written request to CDC along with mentioning the Access Policy duly signed and stamped

by the Authorized Signatory (ies).

Change of Management

The Issuer is required to provide following documents along with the intimation for change of management in writing:

Board Resolution (as per Annexure “C19”) along with a covering letter detailing the change and advising future course.

Attested copy of Form 29 duly attested by the Company Registration Office (SECP)

Specimen signatures of the new signatory(ies) (if required)

Name and designation of contact person (if required)

Change of Company Name

In case of change of company name, the Issuer/RTA will provide a certified true copy of Certificate of Incorporation on change

of Name issued by the S.E.C.P along-with a covering letter (on company’s letterhead) duly signed by the Authorized Signatory(ies)

intimating the change. For Listed securities CDC shall update security name and symbol as per effective date provided on NCCPL

letter/notice of change of name and symbol.

Changes in Terminal Details

Issuer/R/TA’s terminals are tagged for security reasons. Therefore, in order to avoid inconvenience, Issuer/R/TA is requested to

timely update CDC regarding any changes in MAC/HD addresses of their Terminals. (Issuers are not in LAN)

Additional Terminal

Issuer/R/TA may request CDC in writing (on company’s letterhead duly signed by the authorized signatories) for additional

terminal. Additional connectivity charges are Rs. 10,000/- per month. (Subject to change at the discretion of CDC Management).

Please note that, the connectivity charges will be billed if installation is done prior to 14th day of a month.

At the time of Installation of CDS, a VASCO token device is provided to the client for connectivity with an annual charge of Rs.

4,200/- which are received in advance.

Reinstallation of CDS

Reinstallation of CDS is required when the files of CDS at Issuer/R/TA’s Terminal are corrupted, deleted or failure of Operating

System or hard disk. The Issuer/R/TA, in such cases are required to request CDS reinstallation in writing (on company’s letterhead)

duly signed by the Authorized Signatory (ies). Please make sure that the Element ID is mentioned.

Static IP Address

In line with CDC’s continuous efforts to improve the level of our services, recently CDC has introduced Static IP (Internet based

connectivity) through which client can connect CDS application. In order to update static IP address with CDC, a written request

clearly mentioning the Static IP address along with VASCO device serial number duly signed by the authorized signatory (ies)

would be required to update the same.

Alternatively, you may consider other channel for CDS connectivity (i.e. Multinet Network) which CDC also support.

Change of R/TA for Listed Security (ies)

In the case of change of R/TA below are the documentation requirements from the Issuer and R/TA.

Documents Required from Issuer:

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Request letter for Change of R/TA on Issuer letterhead intimating the effective date for change of R/TA and mentioning

R/TA name & Id (if R/TA already exists in CDS) duly signed by the authorized signatory(ies).

Certified true copy of Board Resolution for appointment of R/TA or an attested copy of Power of Attorney, as the case

may be.

Certificate under Regulation 5.6.1 of the CDCPL Regulations (on standard format) on the issuer letterhead signed by the

authorized signatory (ies) / Company Secretary.

Signature Card of R/TA duly signed and stamped by the authorized signatory (ies) of R/TA (where applicable).

Change of R/TA confirmation notice published by the respective Securities Exchange(s).

Certified Form A & 29 from Issuer and R/TA end having CRO stamp

Auditor certificate for appointment of independent Share Registrar

NOTE:

The documents mentioned in point 1 above are applicable for both the cases i.e. R/TA changes from Self to Third party or Third

to another Third party.

If the Registrar is being inducted into CDS for the first time, then Memorandum & Articles of Association of R/TA (Clause for

acting as R/TA should be a part of Object clause of MOA) duly certified by the Company Secretary will also be required along

with the documents mentioned in point 1 solely to ensure the MOA of the R/TA contains the object clause w.r.t. performance of

share registrar services along with letter mentioning the CDS User Access Policy Option as per guidelines attached (duly signed

& stamped by R/TA) and hardware confirmation letter duly signed & stamped by R/TA.

The above mentioned procedures are applicable on listed securities as well as on those securities that are in the process of

listing at the time of induction.

For securities that are in the process of listing, instead of confirmation notice from relevant Securities Exchange, approved

prospectus should suffice.

Change of R/TA for Un-Listed Security (ies)

Request letter for Change of R/TA on Issuer letterhead intimating the effective date for change of R/TA and mentioning

R/TA name & Id (if R/TA already exists in CDS) duly signed by the authorized signatory(ies).

Certificate under Regulation 5.1.1(d) for self R/TA and for Outsourced R/TA of the CDCPL Regulations (on standard

format) on the issuer letterhead signed by the authorized signatory (ies) / Company Secretary.

Signature Card of R/TA duly signed and stamped by the authorized signatory (ies) of R/TA.

Important information on change of R/TA

CDC will block the R/TA authorities in case where

o documents are not received before the effective date

o a request letter for extension is not sent by the Issuer (such requests will be entertained if the letter is signed by

authorized signatory (ies) by copying the relevant Securities Exchanges).

In the case of self R/TA, the Issuer can request for unblocking of authorities till completion of the required formalities.

Change of Financial Year End

In the case of change of financial year end, Issuer will provide the written request (on company’s letterhead) duly signed by the

authorized signatories intimating the change along with the following:

Certified true copy of Approval by Federal Board of Revenue (FBR)

Certified true copy of SECP Approval – (if applicable)

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SECTION VI - REGULATORY MEASURES ON ACCOUNT OF NON-COMPLIANCE OR CONTRAVENTION OF

CDC REGULATIONS

Binding effect of CDC Regulations

Each Issuer of CDS Eligible Securities is bound to adhere to and comply with the applicable provisions of the CDC Regulations.

The agreement entered into between the Issuer and CDC at the time of induction has a binding effect whereby the relationship

between the Issuer and the CDC is governed by the CDC Regulations and the Procedures made thereunder (including any alteration

or modification made thereto).

Compliance

The CDC Regulations sets out various compliance on the part of the Issuer to be carried out in the manner specified therein.

Following are major compliances relating to the Issuer:

register the transfer of the Eligible Securities being deposited into the CDS in the name of the CDC within 10 days of

receipt of documents from the Depositing Account Holder, where the transfer request is not fit or valid, reject the transfer

of the Eligible Securities into the name of the CDC within 05 days of receipt of documents from the Depositing Account

Holder;

Cancellation of Document Evidencing Title i.e. share certificate

Submission of R/TA Reconciliation Report to CDC within the specified time

Payment of applicable fees to CDC

Under Regulation 5.7.1 every Issuer of CDS Eligible Securities is required inter alia to notify CDC if:

the Issuer changes its name or registered address,;

the Issuer or its Transfer agent, becomes unable or unwilling or fails to comply the CDC Regulations;

in a case the Securities are listed on the Securities Exchange, the Securities Exchange suspends trading in such Securities

or delists them;

one or more of the eligibility criteria stipulated in Regulation 5.1.1 cease to be met;

the Issuer changes its Registrar / Transfer Agent; and

The Issuer redeems or pay off in full any of its Redeemable Securities.

Regulatory Action

CDC may suspend/revoke the CDS Eligibility of securities of the Issuer on account of non-compliance or contravention of any

applicable provisions of the CDC Regulations by the Issuer.

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SECTION VII- AUDIT GUIDELINES

For the purpose of monitoring compliance with the Regulations, CDC has powers under Regulation Nos. 13.1 and 13.4 of CDC

Regulations to send notice for monitoring compliance. For that purpose an audit firm may be appointed by the Issuer themselves

from the list of Approved Audit Firms (Audit Firms of Chartered Accountants are approved in accordance with the criteria

approved by CDC Board of Director).

General Parameters for Inspection of Records of Issuer/RTA of Eligible Securities

The Issuer/R/TA has performed its duties in connection with the Deposit of Registered-Form Eligible Securities into the

CDS in accordance with Regulation 8.3 of the CDC Regulations.

The Issuer/R/TA has performed its duties in connection with the Rejection of Transfer of Eligible Securities into the name

of Central Depository Company in certain cases in accordance with Regulation 8.3A of the CDC Regulations.

The Issuer/R/TA has performed its duties in connection with the Withdrawal of Registered–Form Eligible Securities from

the CDS in accordance with Regulation No. 8.7 of the CDC Regulations.

The Issuer has complied with Section 9 of the Central Depositories Act, 1997 and requirements of Chapter 12 of CDC

Regulations relating to the Corporate Actions executed in CDS related to the Registered-Form Security.

The Issuer has performed periodic reconciliation between the number of securities held in CDC Folio in the Members

Register / Certificates holder Register and number of Securities available in the CDS and sends to CDC at least twice in a

year. Please refer Regulation 13.7.1 of the CDC Regulations.

The Auditor shall also specifically express an opinion under Regulation 13.4 of the CDC Regulations as to whether or not

the provisions of CDC Regulations relating to the Cancellation of the Documents Evidencing Title of Registered Form

Securities have been compiled with by the Issuer.

The audit firm sends the monitoring compliance report directly to the Chief Compliance & Risk Officer; the department reviews

the report and inquires the auditor if there are any issues that need to be inquired from the auditors.

At the time of finalization of such reports, the Legal and Compliance Department of CDC issues either a censure letter or a penalty

letter depending upon the nature and seriousness of the non-compliances highlighted in such reports.

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SECTION VIII - SECURITY ISSUES

CDC takes security and safety of the Central Depository System extremely seriously. CDC, therefore, always ensures maximum

safety and security for its clients. Multiple levels of protection have been deployed to make the system impregnable to hackers

and/or external elements.

Importance of safety measures to safeguard the identity theft or data breaches which may severally affect business operations in

the wake of cyber threats. In this regard, following are the necessary guidance to the CDS Elements for compliance.

a) Make sure you have antivirus and anti-spyware software installed on your terminal, keep them up-to-date, and run a full

system scan at least weekly;

b) Keep your terminal’s operating system and security patches current, and your firewall turned on;

c) Do not install any unnecessary software on terminal as they could possibly be infected with spyware/adware/key logger

and can comprise your information security;

d) Watch for signs of malicious software - frequent pop-up ads, unexpected icons on your desktop, random error messages

or sluggish computer performance are all signs of infection;

e) Always use difficult to guess passwords (containing upper case and numbers) to access CDS;

f) Use firewalls (if applicable) to isolate your production network from other networks or the Internet;

g) Disable all remote access to your CDS terminal; and

h) Always follow CDC advice on the up keep of your terminal.

Further, it has been observed that several malware traffic is originating from different CDS Elements. Although CDC has taken

all possible preventive measures to safeguard and thwart such malware attacks at its end, however, it is also suggested that CDS

Elements shall ensure taking all security measures at their end to avert any of such incidents. It has therefore become more

important that all CDS Elements shall henceforth ensure strict compliance of aforesaid measures.

In light of the above, please note that in the event of occurrence of any of such event, CDC will take necessary action under the

legal framework which may affect business operations of the relevant CDS Element. This directive is issued under Regulation

7.1.4 read with Regulation 7.2.2 of the CDC Regulations.

VASCO Token

To ensure a stronger VPN Authentication of CDS Terminal, a security feature comprising of Two-Factor Authentication

Mechanism is implemented. As the name suggests, this mechanism is based on two factors:

1) “Something you know” – Your PIN number – which you need to remember

2) “Something you have” – USB-like VASCO Token Device – which generates a random password after every minute

When entered together, the above two factors dually authenticates the access of authorized users on to the CDC network.

Traditional User ID & Password combination provides standard security; whereas, Two-Factor Authentication provides stronger

network access control.

CDS users are requested to keep their VASCO Token in safe custody and keep the PIN code secret for their own safety.

Terminal Authentication

As a security layer, every terminal of CDS Elements is bonded with CDS through LAN & MAC address. Therefore, Elements

cannot logon without terminal authentication.

Confidentiality of Passwords

It is the responsibility of CDS Element to keep the password confidential and not share it with anyone.

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Timely Change of CDS Password

CDS Elements are requested to change their password within the lapsable time frame (30 days). In case, Elements do not change

password within the specified time, the system will forcefully request for ‘Change Password.”

In the case where, there is an indication of passwords being disclosed, password/pin code should be changed immediately.

CDS Password Set-up Parameters & Maintenance

Password length must be at least eight characters.

Password must have at least one alphabet.

Password must have at least one numeral.

Password may have other special characters e.g. &, *, #, etc.

Password may have capital alphabets

System will not allow re-use of any of last three passwords.

User-ID will be locked out after five invalid log-in attempts*

*In this case, the user will have to get the password reset in accordance with the procedures currently in practice.

Avoid unnecessarily logon into the system

Issuers/RTA are requested not to remain logged on unnecessarily.

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CDS User Access Policy

CDS User access policy offers different options for segregating user level authorities. Issuer/RTA should choose appropriate

option according to their need and give post mode authorities to relatively senior personnel

Usage of Internet

In order to achieve maximum security and performance, the element must ensure that the PC with recommended configuration

must be exclusively used only for CDC applications. Internet usage on the same PC is strongly discouraged.

Reporting Security Concerns to Customer Support Services (CSS)

Elements are advised to immediately report Password Leakage Violations and other security lapses to Customer Support Services

at 0800-CDCPL (23275) or by email at: [email protected]

.

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SECTION IX - GENERAL SUGGESTIONS

Usage of Global Terminal

Optimizing customer convenience through multiple channels is amongst the hallmark features of CDC's services. While CDS

Elements are required to access CDS through their authenticated terminals, CDC recognizes the fact that the business activities of

its clients can be hampered in case they are unable to access CDS through their terminals due to any unforeseen problem. To

facilitate clients in such situations, CDC provides Global Terminal Facility at its premises in Karachi, Lahore and Islamabad.

In this regard, customers are required to bring duly filled GTF Usage Form (Annexure C1) bearing company / business stamp

duly signed by the authorized signatory(ies) in original. The designated user(s) should bring his/her original CNIC as well as a

copy which will be retained by CDC for its record.

Notice Management System

The Notice Management System (NMS) enables you to view important notices and circulars while remaining on the CDS

interface. The need to logon into separate software has been eliminated. Moreover, kindly note:

1. In case of any unread messages, the Message Board will be automatically displayed upon login into CDS. You have the

option to either read the message immediately or to mark the message to be viewed later.

2. The first user that logs into the system after the generation of message shall be required to either ‘View’ and/or marks

the message ‘View Later’. All other users of the same Element shall neither be auto directed to Message Board nor would

they be required to ‘View’/mark ‘View Later’ the already read/marked messages.

3. Additionally, once a message is ‘Read’ by any user of a given Element then that particular message shall appear in ‘Read’

tab of all users of the same Element.

4. Previous emails can easily be found and accessed due to placement of read and unread messages under two separate tabs

in the Message Board

5. Anytime during the usage of CDS, you can view the Message Board by simply clicking the email icon on the top right

corner of the CDS application.

Timely Reporting of Queries

Elements are required to timely report queries in order to avoid inconvenience. It is also recommended that all queries should be

communicated only to the Customer Support Services at 0800-CDCPL (23275) or by email at: [email protected].

Acquiring of Complaint Number

Elements are also suggested to obtain Complaint number from the Customer Support Services (Call Centre) at 0800-CDCPL

(23275) upon reporting the query for reference.

CDCPL Regulations

Issuers can download latest available copy of CDCPL Regulations from CDC Website - www.cdcpakistan.com

Reviewing of CDC Website for Updates

Elements are advised to periodically review CDC Website for updates. Further, Elements are also advised to encourage their

clients to review CDC Website for necessary information such as credit of shares pursuant to Corporate Action and other circulars

and notices.

Password Reset Confirmation

mailto:[email protected]

http://www.cdcpakistan.com/

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It has been observed that Elements request for “Reset Password” and then do not send “Confirmation for change of Password” for

months. They are advised to ensure timely sending of the confirmation as their account remains blocked until confirmation is

received. Moreover, Elements at times send partial confirmation (not covering the total number of users blocked), which is not

acceptable to CDC.

Moreover, Elements are requested to send all the confirmations (After Reset of password, After Change of CDS Access Policy

Option and After Induction) on the prescribed format (As per Annexure “C10, C13 andC23”). Please note that request on FAX is

not acceptable. Further, while requesting for CDS Password Reset, Elements are advised to write complete User I.D. correctly.

Uninterrupted Power Supply

Elements are advised to install UPS in order to ensure continuity of services and safety of computerized records in case of power

failure.

Back-up of Records

Elements should maintain proper back-up of their computerized records.

CDS Off-line Data

All CDS transactional data up to June 30, 2004 has been off lined and can now be obtained from CDC by providing a written

request duly signed by authorized signatory (ies).

Facility for R/TAs to Download Deposit Request Report (Pending)

In order to provide maximum convenience to our clients, the facility to download the Deposit Request Report (pending) at the

R/TA end has been promoted on CDS. This facility would enable the R/TAs to better manage their workload, making book-

keeping even more convenient for them.

Hardware / Software Specifications for CDC Business Applications

In order to achieve maximum security/ performance, the end user must ensure that a dedicated PC with the following recommended

configuration must be exclusively used only for CDC applications. No Unnecessary software should be installed.

Minimum Hardware Requirements

Processor Intel Core i3 Series

RAM 4GB

Hard Disk 40 GB minimum

Peripheral Device NIC, Keyboard, Mouse, LCD & DVD ROM

UPS Minimum 30 minutes backup power supply is recommended

2-Factor Authentication Token CDC will provide a 2-Factor authentication token to its

client(s) to establish secure network connectivity via VPN

Software Requirements

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Operating System Licensed Windows 7 Service Pack 1 or Later or as described

by CDC

Acrobat Reader 8.0 or above

Security Software

Licensed version of renowned Endpoint Security Solution that

includes Antivirus / Anti-malware and Host Intrusion

Prevention System (HIPS).

Internet Explorer 8.0 or above

8.0 or above VPN Client Cisco Any connect or as provided by CDC

Note: To cater various disaster recovery / business continuity scenarios, including PSX LAN un-availability, a separate dedicated

CDS Disaster Recovery terminal with internet connectivity, having static public IP address, is a mandatory requirement.

General Instructions and Guidelines

All clients shall practice and follow below instructions and guidelines:

1) Ensure that CDS terminal has reputed End-point Security solution (i.e. antivirus/anti-spyware/anti-malware) installed and

operational at all times, keep them up-to-date and run a full system scan at least weekly.

2) Keep the terminal's operating system and security patches up-to-date.

3) Do not install any unnecessary software on the terminal(s) as they could possibly be infected with spyware/adware/key logger

and can comprise your information security.

4) Watch for signs of malicious software - frequent pop-up ads, unexpected icons on your desktop, random error messages or

sluggish computer performance are all signs of infection.

5) Always use difficult to guess passwords (containing a combination of upper and lower cases and numbers) to access CDS.

6) Use firewalls (if applicable) to isolate your production network from other networks or the internet.

7) Turn-on Windows built-in firewall for added protection.

8) Operating System of CDS terminal(s) should be protected with a User ID and Password to avoid un-authorized access.

9) Operating System installed on all CDS terminal(s) must be Windows 7 Service Pack 1 or later or as prescribed above. (Note:

Windows XP is not supported)

10) Always follow CDC’s instruction(s) for the safety and security of your terminal(s).

Annexures

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Code Name / Details E1(a) Certificate 5.1.1 (b) for Ordinary Shares

E1(b) Certificate 5.1.1 (b) for TFCs & Sukuk Certificates

E1(c) Certificate 5.1.1 (b) for Modaraba

E1(d) Certificate 5.1.1 (b) for Preference Shares

E1(e) Certificate 5.1.1 (b) for Units of Open End Scheme

E1(f) Certificate 5.1.1 (b) for Close End Fund/Scheme

E2(a) Certificate 5.1.1(d) for Unlisted Security & Self RTA

E2(b) Certificate 5.1.1(d) for Unlisted Security & Outsourced RTA

E2(c) Certificate 5.1.1(d) for Listed Security

E2(d) Certificate 5.1.1(d) for already Eligible Listed Securities

E2(f)

Certificate 5.1.1(d) for Unlisted Security (in case of CDC as Outsourced R/TA of Companies already inducted

as Participant)

E2(g) Certificate 5.1.1(d) for Modaraba Certificates

E2(h) Certificate 5.1.1(d) for Units of Open End Scheme for Outsourced RTA

E2(i) Certificate 5.1.1(d) for Units of Open End Scheme for Self RTA

E3(a) Certificate 5.1.1(e)

E3(b) Certificate 5.1.1(e) for Modaraba

E3(c) Certificate 5.1.1(e) for Units of Open End Scheme

E3(d) Certificate 5.1.1(e) for Close End Fund/Scheme

E4(a) Hardware Confirmation Letter for Self RTA

E4(b) Hardware Confirmation Letter for Outsourced RTA

E5 Board Resolution for Issuer Induction

E16 Unblocking of CDS User Authorities After Induction

C1 Request Letter For Global Terminal Facility Usage

C10 Unblocking of CDS User Authorities after Reset of PW

C13 Unblocking of CDS User Authorities after Change of Access Policy

C19 Board Resolution after Change of Management

C20(a) Board Resolution for Addition of Signatories

C20(b) Board Resolution for Replacement of Signatories

C20(c) Board Resolution for Deletion of Signatories

C20(d) Power of Attorney (suggested format)

C21 Certificate 5.1.1(d)(i)&(ii) for Change of RTA

C23 CDS Access Option Confirmation

C24(a) Hardware Confirmation Letter for Self RTA

C24(b) Hardware Confirmation Letter for Outsourced RTA

CA-6(a) Confirmation letter in case of Credit of Bonus Shares

CA-6(b) Confirmation letter in case of Credit of Interim Bonus Shares

CA-7(a) Authorization to Upload data – New Issue (Listed Securities)

CA-7(b) Authorization to Upload data – New Issue (Unlisted Securities)

CA-8(a) Allotment Confirmation Letter – For Listed Ordinary & Preference Shares

CA-8(b) Allotment Confirmation Letter – For Unlisted Ordinary & Preference Shares

CA-8(c) Allotment Confirmation Letter – For Listed Debt Instruments

CA-8(d) Allotment Confirmation Letter – For Unlisted Debt Instruments

CA-10 Issuance of Securities by Transferee Company

CA-13 Authorization to Upload data – Right Shares

CA-14 Allotment Confirmation Letter – Right Shares

CA-17

Confirmation of Revised CDC nominee holding in the Members’ Register (For the cases of Split &

Consolidations)

CA-18 Guideline for Auditor's Certificate in case of New Issue/Further Issue

CA-19 Guideline for Auditor's Certificate in case of Merger/De-Merger

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CA-20 Representation

CA-21 Authorization to Upload data – For Further issuance of shares (without right offer)

Code Name / Details

CA-22 Allotment Confirmation Letter – For Further issuance of shares (without right offer)

CA-23 Guideline for Auditor's Certificate in case of Right Issue

CA-24 Allotment Confirmation Letter – Un Paid Right

CA-25 Authorization to Upload data – Specie Dividend

CA-26 No Objection Certificate for Specie Dividend

CA-

27(a) Confirmation letter – Specie Dividend (Physical Form)

CA-

27(b) Confirmation letter – Specie Dividend (Book Entry Form)

CA-28 Securities Cancellation Form (SCF) – Partial Cancellation

CA-29 Authorization to Upload data – Partial Cancellation

CA-30 Cancellation Confirmation letter – Partial Cancellation

CA-31 Guideline for Auditor's Certificate in case of Partial cancellation or conversion of securities

CA-32 Authorization to Upload data – Partial Conversion

CA-33 Confirmation letter – Partial Conversion

CA-34 Guideline for Auditor's Certificate – for final redemption of Debt Instrument

CA-35 Authorization to Upload Data for remaining 5% Bonus Shares.

CA-36 Format of Bonus Confirmation Letter for ONLY Remaining 5% shares (Who have paid Tax)

CA-37 Format of Bonus Confirmation Letter for Remaining 5% (FBR PORTION ONLY)\

CA-38 Format of Bonus Confirmation Letter for Remaining 5% Shares & FBR Portion CA-39 Formats of Undertaking and Letter to be provided at the time of credit of remaining 5% Bonus Shares.

CA-40 Format of Book Closure Notice (Corporate Action Notice)

CA-41 Format of Cancellation of Right Subscription Request Transaction

F Format of Confirmation of CDC's Nominee Holding in Members’ / Certificate Holders’ Register

G

Letter intimating the change in authorized signatories mentioning that signatories in the enclosed signature

card are applicable for all the securities under R/TA’s Registrar ship

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Annexure “E1(a)”

(On Company’s Letter head)

(For Ordinary Shares)

Date:

The Chief Compliance and Risk Officer

The Central Depository Company of Pakistan Limited

CDC House, 99-B, Block “B”, S.M.C.H.S.

Main Shahra-e-Faisal

Karachi.

Dear Sir,

DECLARATION OF SECURITIES AS ELIGIBLE SECURITIES

I have gone through the Memorandum & Articles of Association of (name of the co.) and observed that (name of the

co.) was incorporated on (Date of Incorporation) under the Companies Act, 2017. Its Paid-up Capital, as on date, is

Rs. ________ million comprising of ______ million ordinary shares of Rs. 10/- each, transferable to any other

person(s) subject to fulfilment of the terms, conditions and Regulations prescribed therefor.

I understand that (name of the co.) has applied for registering itself as an Issuer of its Securities namely (Type of

Securities) to be routed through Central Depository System and that a Certificate is required to satisfy Central

Depository Company of Pakistan Limited as to its obligation under Regulation # 5.1.1(b) of the Central Depository

Company of Pakistan Limited Regulations.

Being satisfied with the securities, this is to certify that the Eligible Securities are valid and are legally transferable

whether by book-entry or otherwise, of course, on fulfilment of the terms and conditions and the Regulations

prescribed therefor.

________________________________

Legal Advisor/Company Secretary

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Annexure “E1(b)”


(For TFCs/Sukuk Certificates)

Date:





Karachi.

Dear Sir,



co.) was incorporated on (Date of Incorporation) under the Companies Act, 2017.







prescribed therefore.

________________________________


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On Modaraba’s Letter head

Annexure E1(c)

(For Modarabas)

Date:





Karachi.

Dear Sir,


I have gone through the Prospectus of (name of Modaraba), which is being managed by (name of Modaraba

Management Co), and observed that the Registrar, Modaraba Companies and Modaraba authorized floatation of the

said Modaraba on (date of floatation of Modaraba). The paid-up capital of the said Modaraba as on date is (amount

of paid-up-capital) comprising of (number of Modaraba Certificates issued) of Rs. __________ each, transferable

to any other persons(s) subject to fulfilment of the terms, conditions and the Regulations prescribed therefore.

I understand that (name of Modaraba Management Co) has applied for the registration of the said Modaraba with

the CDC to be routed through the Central Depository System and that a certificate is required to satisfy Central




whether by book-entry or otherwise, of course, on the fulfilment of the terms, conditions and the Regulations


____________________________________

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On Company’s Letter head

Annexure E1(d)

(For Preference Shares)

Date:





Karachi.

Dear Sir,



co.) was incorporated on (Date of Incorporation) under the Companies Act, 2017. Its Paid-up Ordinary Share Capital,

as on date, is Rs. _____million comprising of _______ million Ordinary shares and its Preference Share Capital, as

on date, is Rs. ________ million comprising of ______ million Preference shares of Rs. 10/- each, transferable to any

other person(s) subject to fulfilment of the terms, conditions and Regulations prescribed therefor.








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________________________________



Annexure E1(e)

(For units of open end scheme)

Date:





Karachi.

Dear Sir,


I have gone through the Constitutive Documents pertaining to [insert name of fund] (“Insert abbreviation”)

managed by [insert name of Asset Management Company] (“Management Company”) and observed that [insert

abbreviation of fund] was being constituted as an open-ended fund/scheme under and in terms of Non-Banking

Finance Companies & Notified Entities Regulations, 2008 pursuant to authorization of the Securities and Exchange

Commission of Pakistan vide letter No. [insert reference no. of SECP letter] dated [insert date of SECP letter].

We understand that the Management Company has applied for registering itself as an Issuer of units of [insert

abbreviation of fund] to be routed through Central Depository System and that a Certificate is required to satisfy

Central Depository Company of Pakistan Limited as to its obligation under Regulation # 5.1.1(b) of the Central

Depository Company of Pakistan Limited Regulations.




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___________________________________ Legal Advisor/Company Secretary

On AMC’s Letter head

Annexure E1(f)

(For close end fund/scheme)

Date:





Karachi.

Dear Sir,


I have gone through the Constitutive Documents pertaining to [insert name of close-end mutual fund/scheme]

(insert abbreviation) managed by M/s. [insert name of Investment Advisor (“the Invest Advisor”) and observed

that (insert abbreviation) has been constituted as a close end fund/scheme under the Trust Deed dated [insert date

of Trust Deed] signed and executed by and between the Investment Advisor and [insert name of Trustee] in

accordance with provisions of Non-Banking Finance Companies & Notified Entities Regulations, 2008 and

pursuant to authorization by the Securities and Exchange Commission of Pakistan vide letter No. [insert letter

number] dated [insert date of authorization by SECP].

I understand that the Investment Advisor has applied for registering itself as an Issuer of certificates of (insert

abbreviation) to be routed through Central Depository System and that a Certificate is required to satisfy Central






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___________________________________




(For Unlisted Security)

(In Case of Self RTA)

Date:





Karachi.

CERTIFICATE

Pursuance to intended induction of Company’s (Type of Securities) in the CDS, this is to certify that we will perform

any of our obligations and take any actions under Central Depository Company of Pakistan Limited Regulations.

It is further certified that we are familiar with the Regulations and Procedures as are necessary to allow us carry out

obligations and generate, receive and process transactions and obtain reports in accordance with these regulations.

This Certificate is being issued to satisfy CDC as to its obligation under Regulation 5.1.1 (d) of the said Regulations.

___________________________

Company Secretary/CEO

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(In Case of Outsourced RTA)

Date:





Karachi.

CERTIFICATE

Pursuance to intended induction of Company’s (Type of Securities) in the CDS, this is to certify that we have

appointed / retained transfer agents (name of R/TA) to perform any of our obligations and take any actions under

Central Depository Company of Pakistan Limited Regulations.

Also certified that transfer agents are familiar with the Regulations and Procedures as are necessary to allow them to

carry out obligations and generate, receive and process transactions and obtain reports in accordance with these

regulations.


___________________________


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Annexure “E2(c)”


(For Listed Securities)





Karachi.

CERTIFICATE

Pursuant to our application dated [insert date] made under Regulation 5.1.8 of the Central Depository Company of

Pakistan Limited Regulations (the “CDC Regulations”) for declaration of [insert security type] of the Company as

CDS Eligible Securities, we represent that we have appointed an independent Registrar/Transfer Agent [insert name

of R/TA] in accordance with Section 195 of the Companies Act, 2017 (the “Act”) for the performance of our obligations

under the Regulations.

We further represent that:

The appointment of the R/TA has been made with the approval of the Board of Directors of the

Company/*under a Power of Attorney dated [insert date] in favour of [insert name of Attorney].

Certified true copy of Board Resolution/*Power of Attorney is enclosed.

* Delete as applicable

the Company and the R/TA are not ‘associated companies’ or ‘associated undertakings’ as defined under clause (4) of sub-section (1) of Section 2 of the Act of one another

the said Registrar/Transfer Agent are familiar with the CDC Regulations and the Procedures made thereunder

as are necessary to allow them to carry out our obligations under the CDC Regulations and generate,

receive and process transactions and obtain reports on our behalf in accordance with the CDC Regulations

and the Procedures.

This representation satisfies the requirements of Regulation 5.1.1 (d) of the CDC Regulations.

___________________________

Company Secretary / CEO

Copy to: [insert name of new R/TA]


Annexure E2 (d)

(For already Eligible Listed Securities)

Date:



99-B, Block ‘B’, SMCHS,

Main Shahra-e-Faisal,

Karachi-74400

CERTIFICATE

This is to certify that we have appointed / retained an independent Registrar/Transfer Agent [insert name of R/TA]

in accordance with Section 195 of the Companies Act, 2017 (the “Act”) for the performance of our obligations under the

Regulations.


(a) The appointment of the R/TA has been made with the approval of the Board of Directors of the

Company/*under a Power of Attorney dated [insert date] in favour of [insert name of Attorney].

Certified true copy of Board Resolution/*Power of Attorney is enclosed.


(b) the Company and the R/TA are not ‘associated companies’ or ‘associated undertakings’ as defined under

clause (4) of sub-section (1) of Section 2 of the Act of one another. In case any association is occurred in future,

the Company will immediately inform in writing to the CDC about such fact.

(c) The R/TA has full power, authority and legal right to act as an R/TA and incur the obligations related

thereto and that there is no impediment, which has material adverse effect on its ability to duly discharge

the obligations as an R/TA in accordance with the CDC Regulations as amended from time to time;

(d) the said Registrar/Transfer Agent are familiar with the CDC Regulations and the Procedures made

thereunder as are necessary to allow them to carry out our obligations under the CDC Regulations and

generate, receive and process transactions and obtain reports on our behalf in accordance with the CDC

Regulations and the Procedures.

(e) This representation satisfies the requirements of Regulation 5.1.1 (d) of the CDC Regulations.

___________________________



of 114


Annexure E2 (e)

For Unlisted securities

Already inducted as participants Date:

The Chief Compliance & Risk Officer

Central Depository Company of Pakistan Limited



Karachi-74400

CERTIFICATE


Pakistan Limited Regulations (the “CDC Regulations”) for declaration of [insert security type] of the Company as

CDS Eligible Securities, we represent that we have appointed an independent Registrar/Transfer Agent [insert name

of R/TA] in accordance with Regulation 5.1.1 (d) of the CDC Regulations for the performance of our obligations

under the Regulations.


The appointment of the R/TA has been made with the approval of the Board of Directors of the Company/*under a

Power of Attorney dated [insert date] in favour of [insert name of Attorney]. Certified true copy of Board

Resolution/*Power of Attorney is enclosed.


the Company and the R/TA are not ‘associated companies’ or ‘associated undertakings’ as defined under clause (4)

of sub-section (1) of Section 2 of the Act of one another. In case any association is occurred in future, the Company

will immediately inform in writing to the CDC about such fact.

The R/TA has full power, authority and legal right to act as an R/TA and incur the obligations related thereto and

that there is no impediment, which has material adverse effect on its ability to duly discharge the obligations as an

R/TA in accordance with the CDC Regulations as amended from time to time;

the said Registrar/Transfer Agent are familiar with the CDC Regulations and the Procedures made thereunder as are

necessary to allow them to carry out our obligations under the CDC Regulations and generate, receive and process

transactions and obtain reports on our behalf in accordance with the CDC Regulations and the Procedures.

This representation satisfies the requirements of Regulation 5.1.1 (d) of the CDC Regulations.

___________________________



of 114


Annexure E2 (f)


(In Case of CDC as Outsourced RTA of

Companies already inducted as Participants)

Date:





Karachi.

CERTIFICATE

Pursuance to intended induction of Company’s (Type of Securities) in the CDS, this is to certify that we have

appointed / retained transfer agents (name of R/TA) to perform any of our obligations and take any actions under

Central Depository Company of Pakistan Limited Regulations.

Also certified that transfer agents are independent and are familiar with the Regulations and Procedures as are

necessary to allow them to carry out obligations and generate, receive and process transactions and obtain reports in

accordance with these regulations.


___________________________


Copy to: [Insert name of R/TA]

of 114


Annexure E2 (g)

(For Modaraba Certificates)

Date:





Karachi.

CERTIFICATE


Pakistan Limited Regulations (the “CDC Regulations”) for declaration of [insert security type] of the [insert name

of Modaraba] managed by [insert name of Modaraba Management Company] (“the Company”) as CDS Eligible

Securities, we represent that we have appointed an independent Registrar/Transfer Agent [insert name of R/TA] in

accordance with Section 195 of the Companies Act, 2017 (the “Act”) for the performance of our obligations under

the Regulations.


(a) The appointment of the R/TA has been made with the approval of the Board of Directors of the

Company/*under a Power of Attorney dated [insert date] in favour of [insert name of Attorney]. Certified

true copy of Board Resolution/*Power of Attorney is enclosed.

(b) * Delete as applicable the [insert name of Modaraba] and the R/TA are not ‘associated companies’ or

‘associated undertakings’ as defined under clause (4) of sub-section (1) of Section 2 of the Act of one another. In

case any association is occurred in future, the [insert name of Modaraba Management Company] will

immediately inform in writing to the CDC about such fact.

(c) The R/TA has full power, authority and legal right to act as an R/TA and incur the obligations related

thereto and that there is no impediment, which has material adverse effect on its ability to duly discharge

the obligations as an R/TA in accordance with the CDC Regulations as amended from time to time;

(d) The said Registrar / Transfer Agent are familiar with the CDC Regulations and the Procedures made

thereunder as are necessary to allow them to carry out our obligations under the CDC Regulations and

generate, receive and process transactions and obtain reports on our behalf in accordance with the CDC

Regulations and the Procedures.

(e) This representation satisfies the requirements of Regulation 5.1.1 (d) of the CDC Regulations

___________________________


of 114

Copy to: (Insert name of new R/TA)


Annexure E2 (h)



Date:





Karachi.

CERTIFICATE

Pursuance to intended induction of units of (name of Fund), an open ended fund/scheme in the Central Depository

System, this is to certify that we have retained transfer agents (name of R/TA) to perform any of our obligations and

take any actions under Central Depository Company of Pakistan Limited Regulations.

Also certified that transfer agents are familiar with the Regulations and Procedures as are necessary to allow them to

carry out obligations and generate, receive and process transactions and obtain reports in accordance with these

regulations.


________________________


of 114


Annexure E2 (i)



Date:





Karachi.

CERTIFICATE

Pursuance to intended induction of units of (name of fund), an open ended fund/scheme in the Central Depository

System, this is to certify that we will perform any of our obligations and take any actions under Central Depository


It is further certified that we are familiar with the Regulations and Procedures as are necessary to allow us carry out

obligations and generate, receive and process transactions and obtain reports in accordance with these regulations.


of 114

___________________________


Annexure “E3 (a)”


Date:





Karachi.

Dear Sir,

CERTIFICATE

This is to certify that (name of the Issuer) is not in receivership, Court-appointed manager ship or winding up or

under any equivalent form of administration.

This certificate is being issued pertaining to the intended induction of our (Type of Securities) to the CDS enabling

CDC to satisfy itself as to its obligation under Regulation # 5.1.1(e) of the Central Depository Company of Pakistan

Limited Regulations.

___________________________


of 114


Annexure E3 (b)

(For Modarabas)

Date:





Karachi.

Dear Sir,

CERTIFICATE

This is to certify that (Name of Modaraba) is not in receivership, Court-appointed manager ship or winding up or

under any equivalent form of administration.

This certificate is being issued pertaining to the intended induction of Certificates of (Name of Modaraba) to the

CDS enabling CDC to satisfy itself as to its obligation under Regulation # 5.1.1(e) of the Central Depository


________________________


of 114


Annexure E3 (c)


Date:





Karachi.

Dear Sir,

CERTIFICATE

This is to certify that [name of Asset Management Company] Management Company of [name of fund], an open

ended fund/scheme is not in receivership, Court-appointed manager ship or winding up or under any equivalent form

of administration.

This certificate is being issued pertaining to the intended induction of units of open ended scheme of above mentioned

fund to the CDS enabling CDC to satisfy itself as to its obligation under Regulation # 5.1.1(e) of the Central Depository


_________________________


of 114

Annexure E3 (d)

(For close end fund/scheme)

Date:





Karachi.

Dear Sir,

CERTIFICATE

This is to certify that [name of Asset Management Company] management company of [name of fund], a close

ended scheme/fund is not in receivership, Court-appointed manager ship or winding up or under any equivalent form

of administration.

This certificate is being issued pertaining to the intended induction of units of close ended scheme of above mentioned

fund to the CDS enabling CDC to satisfy itself as to its obligation under Regulation # 5.1.1(e) of the Central Depository


___________________________

of 114





Date:

Head of Operations



Main Shahrah-e-Faisal

Karachi.

Hardware Confirmation Letter

Dear Sir,

This is to inform you that we have acquired the necessary hardware as per the specifications provided to us earlier.

You are requested to kindly install the CDS software at the following address:

Address:

Contact Person:

Phone Number:

Regards,

_____________________


of 114




Date:

Head of Operations




Karachi.


Dear Sir,

This is to inform you that our Registrar/Transfer Agent________________ already have the CDS software, therefore

further installation of CDS is not required.

Regards,

_____________________


of 114

Annexure “E5”


BOARD RESOLUTION

RESOLVED THAT in pursuance*/anticipation* of notification of declaration of CDS eligibility of (Type of

Securities) of (name of the Co.) dated (date of issuance of notice) by the Central Depository Company of Pakistan

Limited (CDC) under the provisions of the Central Depositories Act, 1997 & the CDC Regulations, all the statutory

formalities should be complied with in the capacity of an Issuer and for eligibility purposes, Issuer Information Form

(Admission Form) be executed on behalf of the company.

FURTHER RESOLVED THAT in the capacity of an Issuer signing of the Issuer Agreement (CDC Agreement) on

the CDC’s standard terms singly*/jointly* by (any ___*) (name of persons) of the company be and is hereby

confirmed.

FURTHER RESOLVED THAT [name of person(s)] be and are hereby authorised and empowered, singly* /

jointly*(any ___*), for and on behalf of the company, to sign, execute and deliver other documents in connection

therewith, and to do any other act, deed or thing for and on behalf of the company as may from time to time be required

by the CDC with respect to the company’s application for admission to the CDS in the capacity of an Issuer.

RESOLVED THAT [name of person(s))] be and is* / are* hereby authorised and empowered singly* / jointly* (any

___*)to represent the Company to CDC on all matters pertaining to the implementation and performance of the Issuer

Agreement, to deal, liaise and correspond with CDC and to fulfil all responsibilities and obligations of the Company

under the Central Depositories Act, 1997 and the Central Depository Company of Pakistan Limited Regulations from

time to time, and to do all other incidental and ancillary acts, things and deeds.

CERTIFIED TRUE COPY

I hereby certify that the above resolution was duly passed by the Board of Directors of the Company in its meeting

held on (date of meeting)*/ through circular resolution dated (date of circular resolution)* and the same has been

entered in the minutes book of the company in accordance with the Articles of Association of the company.

of 114

_________________________

Company Secretary/CEO Affix corporate stamp here

* Please delete as applicable

Annexure “E16”

(On Company’s Letterhead)

(Original request required)

To : Head of Operations


Karachi.

Element Type : Participant/A/c Holder Pledgee RTA

Element Name : ____________________________________

Element Id : ____________________________________

Re : Change of Password Confirmation

We are writing to confirm as follows:

We have changed the password(s) (date : ___________ time : __________ ) of our CDS

User(s) IDs: __________________.

We have sole control over CDS login/access authority with the combination of our User Identification and

password of the following CDS User(s):

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

of 114

User Id No. _____________________________

User Id No. _____________________________

Regards,

Authorized Signatory (ies)

1) __________________________ ________________________

NAME SIGNATURE

2) ___________________________ ________________________

NAME SIGNATURE

CENTRAL DEPOSITORY COMPANY OF PAKISTAN LIMITED

CDC House, 99-B, Block – B, S.M.C.H.S, Main Shahrah-e-Faisal, Karachi-74400

Tel: (+92-21) 111-111-500, Customer Support Services: 0800-CDCPL (23275) Fax: (+92-21) 3432-6031

Global Terminal Facility (GTF) Usage Form – For CDS

Date: ___________________________

Element Details

Element ID:

Element Name:

GTF User Details

User 1:

CNIC #: - -

User 2:

CNIC #: - -

Reason for usage of GTF

Hardware Failure Reinstallation of CDS is required Telephone line problem

Operating System Problem Any other reason, please specify:

Authorized Signatory(ies)

Name: Name:

Signature: Signature:

Annexure “C1”

Annexure-CI

of 114

Company / Business Stamp:

Disclaimer

The main objective of providing the Global Terminal Facility is to facilitate the Participants/Account Holders, Issuers, Eligible Pledgees and Registrar/Transfer Agents (“CDS Elements”) to access the Central Depository System. CDC makes no warranty whatsoever relating to access to the Central Depository System through the Global

Terminal Facility and the CDS Element(s) unconditionally recognize and avail the facility subject to all hazards, inherent or otherwise, and circumstances as exist with

the use of Global Terminal Facility. CDC shall not be liable to any CDS Element(s) for providing and making available the Global Terminal Facility and for failure or delay in the provision of the same. All CDS Element(s), who access the Central Depository System through the Global Terminal Facility, hereby waive and release CDC

against any risk, damage, injury and/or loss or other adverse consequences, directly or indirectly occurring due to use of the Global Terminal Facility, and shall hold

harmless and be deemed to have indemnified CDC, its directors, officers and employees for the time being in office and held them harmless from and against any losses, damages, costs and expenses incurred or suffered by them as a consequence of availing the Global Terminal Facility.

All CDS Element(s) hereby warrant and agree that their access of the Central Depositary System by the use of a VASCO Token and login is an advanced electronic signature and upon issuance of such VASCO Token to the CDS Element(s), they hereby waive any right to raise any objection in respect of compliance with the criteria

of an advance electronic signature.

All CDS Element(s) shall by signing this Form and by their conduct of availing the Global Terminal Facility agree to all the terms and conditions and terms of use as

shall appear on the CDC website at www.cdcaccess.com.pk which are incorporated by reference herein, and shall be deemed to have been read and agreed to by the CDS

Element(s) before signing this form.

of 114

Annexure “C10”





Karachi.


Element Name : ____________________________________

Element Id : ____________________________________


We have requested for reset of password of our CDS User(s) IDs: __________________


User(s) IDs: __________________.



User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

Regards,


1) __________________________ ________________________

NAME SIGNATURE

2) ___________________________ ________________________

NAME SIGNATURE

of 114

Annexure “C13”





Karachi.


Element Name : ____________________________________

Element Id : ____________________________________

Re : Change of Option Confirmation


We have Opted for CDS User Access Policy Option # __________


User(s) IDs: __________________.



User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

User Id No. _____________________________

* Undertaking: We undertake to inform you of any change in the User Details of the CDS User Establishment Form to enable you

to block the authority of any User whose authority is revoked by us, in the CDS and until the authority of any of the User(s) is

revoked by us and the revocation is communicated to and accorded by you in the system, we shall be responsible for all

the acts of such User(s).

Regards,


1) __________________________ ________________________

NAME SIGNATURE

2) __________________________ ________________________

NAME SIGNATURE

of 114

Annexure “C19”


BOARD RESOLUTION

[For Change of Management]

“RESOLVED THAT the signing authorities of the following signatory (ies) for the company’s Issuer ID ___________

pertaining to (Type of security of the issuer) shall now appear as:

Mr.

Mr.

Mr.

Mr.

FURTHER RESOLVED THAT the Mr. _______________, Mr. ____________, Mr. ________, and

Mr._____________, be and are hereby authorized and empowered singly*/jointly* to represent the Company to CDC

on all matters pertaining to the implementation and performance of the Issuer Agreement, to deal, liaise and correspond

with CDC and to fulfil all responsibilities and obligations of the Company under the Central Depositories Act, 1997

and the Central Depository Company of Pakistan Limited Regulations from time to time, and to do all other incidental

and ancillary acts, things and deeds.

FURTHER RESOLVED THAT all the previous Board Resolutions in this regard shall stand cancelled.

CERTIFIED TRUE COPY

It is hereby certified that the above resolution was duly passed by the Board of Directors of the Company in its meeting

held on (date of meeting)/through circular resolution dated (date of circular resolution) and the same has been entered

in the minute’s book of the company in accordance with the Articles of Association of the company.

_________________________ Affix corporate seal


*Delete as applicable

of 114

Annexure“C20(a)”


BOARD RESOLUTION

[For Addition of Signatory (ies)]

“RESOLVED THAT [Name of person(s)] be added as authorized signatory(ies) for company’s

Issuer ID ____________ pertaining to (Type of security of the issuer) maintained with the

Central Depository Company of Pakistan Limited.”

FURTHER RESOLVED THAT [Name of person(s) and title] be and is/are hereby authorized

and empowered singly*/jointly* (by *any ________ ) with the existing authorized

signatory(ies) to represent the Company to CDC on all matters pertaining to the implementation

and performance of the Issuer Agreement, to deal, liaise and correspond with CDC and to fulfil

all responsibilities and obligations of the Company under the Central Depositories Act, 1997

and the Central Depository Company of Pakistan Limited Regulations from time to time, and

to do all other incidental and ancillary acts, things and deeds.

CERTIFIED TRUE COPY

It is hereby certified that the above resolution was duly passed by the Board of Directors of the

Company in its meeting held on (date of meeting)/through circular resolution dated (date of

circular resolution) and the same has been entered in the minute’s book of the company in

accordance with the Articles of Association of the company.




Annexure

“C20(b)”


BOARD RESOLUTION

[For Replacement of Signatory (ies)]

“RESOLVED THAT Name of person(s) be replaced with the Name of Person(s) as authorized

signatory (ies) for company’s Issuer ID ___________ pertaining to (Type of security of the

issuer) maintained with the Central Depository Company of Pakistan Limited”

FURTHER RESOLVED THAT [Name of person(s) and title] be and is/are hereby authorized

and empowered singly*/jointly* (by *any -------) with the existing authorized signatories to

represent the Company to CDC on all matters pertaining to the implementation and

performance of the Issuer Agreement, to deal, liaise and correspond with CDC and to fulfil all

responsibilities and obligations of the Company under the Central Depositories Act, 1997 and

the Central Depository Company of Pakistan Limited Regulations from time to time, and to do

all other incidental and ancillary acts, things and deeds.

CERTIFIED TRUE COPY








Annexure “C20(c)”


BOARD RESOLUTION

[For Deletion of Signatory (ies)]

“RESOLVED THAT [name of persons] be deleted as authorized signatory(ies) for company’s

Issuer ID ___________ pertaining to (Type of security of the issuer) maintained with the

Central Depository Company of Pakistan Limited”

CERTIFIED TRUE COPY







Annexure “C20(d)”

Suggested Power of Attorney for the purposes of CDC Accounts

To apply with the Central Depository Company of Pakistan Limited (“CDC") for the

admission of the Company to the Central Depository System ("CDS") in the capacity

of Issuer and for the aforesaid purpose, to sign and execute for an on behalf of the

Company, the Issuer Information Form and to enter into an Issuer (”CDC Agreement")

on CDC's standard terms and to sign, execute and deliver other documents in

connection therewith and to do any other act deed or thing for and on behalf of the

Company in respect of its application for admission to the CDS in the capacity of

Issuer.

To represent the Company to the CDC on all matters pertaining to the implementation

and performance of the CDC Agreement to deal, liaise and correspond with CDC and

to fulfil all responsibilities and obligations of the Company under the Central

Depositories Act, 1997 and the Central Depository Company of Pakistan Limited

Regulations from time to time and to do all other incidental and ancillary acts, things

and deeds.

Annexure “C21”

Date:

The Chief Executive Officer




Karachi-74400

CERTIFICATE

In compliance with the requirements of the Central Depository Company of Pakistan Limited

Regulations (the “CDC Regulations”), we hereby represent that we have appointed an

independent Registrar/Transfer Agent [insert name of new R/TA] in place of [insert name of

old R/TA] in accordance with Section 195 of the Companies Act, 2017 (the “Act”) for the

performance of our obligations or taking any action on our behalf under the CDC Regulations

with regards to the [insert security type] issued by the company.


(a) The appointment of the R/TA has been made with the approval of the Board of

Directors of the Company/*under a Power of Attorney dated [insert date] in

favour of [insert name of Attorney]. Certified true copy of Board

Resolution/*Power of Attorney is enclosed;


(b) The Company and the RTA are not “associated companies” or “associated

undertakings” as defined under clause (4) of sub-section (1) of Section 2 of

the Act of one another. In case any association is occurred in future, the

Company will immediately inform in writing to the CDC about such fact.

(c) The R/TA has full power, authority and legal right to act as an R/TA and

incur the obligations related thereto and that there is no impediment, which

has material adverse effect on its ability to duly discharge the obligations as

an R/TA in accordance with the CDC Regulations as amended from time to

time;

(d) the said Registrar/Transfer Agent are familiar with the CDC Regulations

and the Procedures made thereunder as are necessary to allow them to carry

out our obligations under the CDC Regulations and generate, receive and

process transactions and obtain reports on our behalf in accordance with the

CDC Regulations and the Procedures; and

(e) This representation satisfies the requirements of Regulations 5.1.1(d) and

5.6.1 of the CDC Regulations.

___________________________

Title of Authorised Signatory (ies)


Annexure “C23”


Date:

Head of Operations


CDC House, 99-B, Block “B”, S.M.C.H.S,

Main Shahrah-e-Faisal,

Karachi.

CDS Access Option Confirmation

Dear Sir,

This is to inform you that our R/TA ________________________________________ is

using CDS Access Policy Option No._______________ as per the guidelines provided to us.

Regards,

_____________________


Note: Please also provide RTA Stamp & Signature.

Annexure

“C24(a)”

(On Issuer’s Letterhead)


Date:

Head of Operations




Karachi.


Dear Sir,

This is to inform you that our Share Registrar (insert the name of R/TA) has acquired the

necessary hardware as per the specifications provided to us. You are requested to kindly install

the CDS software at the following address:

Contact Person:

Designation:

Address:

Contact Numbers:

CLI Number:

E-mail Address:

Fax Number:

Regards,

_____________________



Annexure

“C24(b)”

(On Issuer’s Letterhead)


Date:

Head of Operations




Karachi.


Dear Sir,

This is to inform you that our Registrar/Transfer Agent

_____________________________________ already have the CDS software. Therefore,

further installation of CDS is not required.

Regards,

_____________________



Annexure “CA-6(a)” (ON COMPANY’S LETTER HEAD)

(DRAFT) Head of Operations & Customer Support Services

(The CDC)

CDC House,

99-B, Block-B,

S.M.C.H.S. Main Shahrah-e-Faisal,

In compliance with the provisions of Regulation No.12.4.5 of the CDC Regulations, we are hereby

writing to confirm as follows:

The General Body in its General Meeting held on _________________, has approved ___________%

Bonus Shares, as recommended by the Board of Directors of the Company.

Please note that 95% of the above mentioned pay-out i.e. ___________% Bonus Shares shall be

distributed to the shareholders (including Account Holders and Sub-Account Holders in the Central

Depository System) whose names are appearing on the Members’ Register of the Company as at close

of business on ________________.

We further confirm that the CDC has been allotted Bonus Shares 95% of __________% in the manner

as follows:

CDC’s base nominee holding in the Members’ Register as at close of

business on _____________, subject to valid adjustments of Deposit

Requests and/or Withdrawal Requests approved / rejected during the book

closure period:

XXXXXXXXX

Gross CDC’s Bonus Entitlement @ 95% of _______%:

Less: Fractional Entitlement to be distributed through Fractional Warrants:

XXXXXXXXX

XXXXXXXXX

Net Bonus Entitlement allotted to CDC: For the Security

PK____________________________________

XXXXXXXXX

CDC Nominee Shareholding in the Members’ Register of the Company:

XXXXXXXXX

You are advised to credit the integer number of bonus shares to respective accounts of the Account

Holders and Sub-Account Holders in accordance with the Bonus Entitlement List submitted to us. The

proceeds of the Fractional Entitlement of the Account Holders and Sub-Account Holders as provided in

the Bonus Entitlement List shall be disbursed in due course in the manner prescribed under the provisions

of the relevant corporate laws & regulations.

We also confirm that an amount of Rs._____________ in respect of _____________ bonus shares

credited in CDS had been paid by us via Cheque #____________against Invoice #- _______________

and as of today, no payment to CDC is pending at our end.

We will be pleased to provide you with any other information / clarification should you so require.

Yours sincerely

(AUTHORISED SIGNATORY)

Encl: Audited Annual Accounts.

Note: (Please also sign first page of the confirmation letter if the contents do not fit in one page)

Annexure “CA-6(b)”

FOR INTERIM BONUS (ON COMPANY’S LETTER HEAD)

(DRAFT) Head of Operations & Customer Support Services

Central Depository Company of Pakistan Limited (the CDC)

CDC House,

99-B, Block-B,


Karachi. Fax # 021-

4326034

Dear Sir

In compliance with the provisions of Regulation No.12.4.5 of the CDC Regulations, we are hereby

writing to confirm as follows:

The Board of Directors of the company has approved Interim Bonus Shares ___________%.

Please note that 95% of the above mentioned pay-outi.e. _______ Interim Bonus Shares shall be

distributed to the shareholders (including Account Holders and Sub-Account Holders in the Central

Depository System) whose names are appearing on the Members’ Register of the Company as at close

of business on ________________.

We further confirm that the CDC has been allotted Interim Bonus Shares 95% of _________% in the

manner as follows:

CDC’s base nominee holding in the Members’ Register as at close of

business on ____________, subject to valid adjustments of Deposit

Requests and/or Withdrawal Requests approved / rejected during the book

closure period:

XXXXXXXXX

Gross CDC’s Bonus Entitlement @95 % of _______%:

Less: Fractional Entitlement to be distributed through Fractional Warrants:

XXXXXXXXX

XXXXXXXXX

Net Bonus Entitlement allotted to CDC: For the Security

__________________________________

XXXXXXXXX

CDC Nominee Shareholding in the Members’ Register of the Company:

XXXXXXXXX

You are advised to credit the integer number of bonus shares to respective accounts of the Account

Holders and Sub-Account Holders in accordance with the Bonus Entitlement List submitted to us. The

proceeds of the Fractional Entitlement of the Account Holders and Sub-Account Holders as provided in

the Bonus Entitlement List shall be disbursed in due course in the manner prescribed under the provisions

of the relevant corporate laws & regulations.

We also confirm that an amount of Rs._____________ in respect of _____________ bonus shares

credited in CDS had been paid by us via Cheque #____________against Invoice #- _______________



Yours sincerely


Encl. Half yearly (reviewed) accounts) for Interim Bonus

Or Issuance of Bonus Shares after 1st & 3rd Quarter “Auditor’s Certificate (Free Reserve

Certificate)”

Note: (Please also sign first page of the confirmation letter if the contents do not fit in one page)

Annexure CA-7(a)

(On Company Letterhead)

For New Issue

Listed Securities

Date:

Head of Operations

Central depository Company of Pakistan Limited

CDC House, 99-B, Block-B,


Karachi.

Sub: Authorization to upload data.

Dear Sir,

Under section 8A of the CDC Regulation, you are requested to please enable us to upload the

data related to the “New issue” as per the relevant procedures, for the following security.

Name of security ISIN

<ABC Limited> <PK0000000000>

Also please note for billing purposes, approximate ________ shares / certificates are expected

to be credited in CDS.

We confirm that we will upload data on the following format (extracted from the original

data):

001,01111,123,“PK0012301010”,11111

002,01111,123,“PK0012301010”,22222

Regards,

____________________


Annexure CA-7(b)


For New Issue

Unlisted Securities

Date:

Head of Operations




Karachi


Dear Sir,

Under section 8F of the CDC Regulation, you are requested to please enable us to upload the

data related to the “New issue” as per the relevant procedures, for the following security.




to be credited in CDS.


data):

001,01111,123,“PK0012301010”,11111

002,01111,123,“PK0012301010”,22222

Regards,

____________________


Annexure “CA-8(a)”


(For Listed Ordinary & Preference Shares)

Date:

Head of Operations




Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulations 8A and the Procedures made

hereunder, we hereby confirm that the data for the credit of Book-entry Securities to the

Accounts and/or Sub-Accounts of the successful applicants/shareholder/investors has been

prepared by us in accordance with the requirements of the CDC Regulations and Procedures

made thereunder, particularly considering the following requirements:

Verification of details provided by the applicants/shareholder/investors against the list of

successful allottees/transferees obtained from the CDC;

Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of

actual successful applicants/shareholder/investors; and

Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of

successful applicants/shareholder/investors in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the

name of CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of

eligible security] in the name of the Central Depository Company of Pakistan Limited in the

Members’/Certificate Holders’ Register.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in

accordance with the List of successful allottees after final upload, containing inter alia names,

Account Holder/Participant IDs, Account Nos. and the number of Book-entry Securities to be

credited therein.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares

credited in CDS had been paid by us via Cheque # __________against Invoice #

___________ and as of today, no payment to CDC is pending at our end.

We shall be pleased to provide you with any other information / clarification should you so

require.

Yours Sincerely

_______________________




(For Unlisted Ordinary & Preference Shares)

Date:

Head of Operations




Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulations 8F and the Procedures made

hereunder, we hereby confirm that the data for the credit of Book-entry Securities to the










We hereby also confirm the allotment of [insert aggregate number of securities allotted in the

name of CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of

eligible security] in the name of the Central Depository Company of Pakistan Limited in the

Members’/Certificate Holders’ Register.




credited therein.





require.

Yours Sincerely

_______________________


Annexure “CA-8(c)”


(For Listed Debt Instruments)

Date:

Head of Operations




Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulations 8A and the Procedures made

thereunder, we hereby confirm that the data for the credit of Book-entry Securities to the










We hereby also confirm the allotment of [insert aggregate number of units allotted in the

name of CDC in the Members’/Certificate Holders’ Register] units of Rs. ________/- each

of the [insert name of eligible security] (Security ID PK______________) in the name of

the Central Depository Company of Pakistan Limited in the Members’/Certificate

Holders’ Register.




credited therein.

We also confirm that as of today, no payment to CDC is pending at our end.


require.

Yours Sincerely

________________________

Authorized Signatory(ies)

Annexure “CA-8(d)”


(For Unlisted Debt Instruments)

Date:

Head of Operations




Karachi.

Dear Sir,

CONFIRMATION LETTER












We hereby also confirm the allotment of [insert aggregate number of units allotted in the

name of CDC in the Members’/Certificate Holders’ Register] units of Rs. ________/- each

of the [insert name of eligible security] (Security ID PK______________) in the name of

the Central Depository Company of Pakistan Limited in the Members’/Certificate





credited therein.

We also confirm that as of today, no payment to CDC is pending at our end.


require.

Yours Sincerely

________________________


Annexure “CA-10”

<Transferee Company’s Letter Head>

Date:

Head of Operations




Karachi.

Subject: Issuance of Securities by Transferee Company

Dear Sir,

In compliance with the provisions of CDC Regulation No. 8C.2.11, we hereby write to confirm

the allotment of ___________securities of (Name of Transferee Co) in the name of the Central

Depository Company of Pakistan Limited (CDC) and entry of such securities in the Register of

Members of the company in the name of CDC in accordance with Entitlement List of (Name

of Transferor Co.) (With an exception of the dissented share holders as appearing in the

attached list).

Above allotment is in lieu of the securities of (Name of Transferor Co.), which has been

merged into (Name of Transferee Co) and is in addition to the securities (Name of Transferee

Co), already registered in the name of CDC.

Please credit the Book-entry Securities corresponding to the said allotment of

_______________securities of (Name of Transferee Co) in the respective accounts and/or

sub-accounts and/or Investors accounts in accordance with Entitlement List (with the exception

of the dissented share holders, as appearing in the attached list) as on _____________.


credited and cancelled in CDS had been paid by us via Cheque # __________against Invoice #


Yours sincerely,

_______________________




For Right Shares

Date:

Head of Operations




Karachi.

Sub: Authorization to upload data

Dear Sir,

Under section 8AA.6 & 8F of the CDC Regulation, you are requested to please enable us to

upload the data related to the “Right Issue” as per the relevant procedures, for the following

security.



Please also note revised Paid-up Capital of our Company <no. of shares / certificates> (after

Right Issue)


to be credited in CDS including number of unsubscribed shares / certificates

____________ opted by underwriters / sponsors.


data):

001,01111,123,“PK0012301010”,11111

002,01111,123,“PK0012301010”,22222

Regards,

____________________


Encl. Auditor’s Certificate (Original)

Annexure “CA-14“

(On Company’s Letter Head)

For Right Shares

Date:

Head of Operations




Karachi.

CONFIRMATION LETTER

Dear Sir,

In compliance with the requirement of Chapter 8A.A.6 & 8F of the CDC Regulations and the

Procedures made thereunder, we hereby write to confirm the data for the credit of Book-entry Securities

to the Accounts and /or Sub-Accounts of the shareholders/investors has been prepared by us in

accordance with the requirements of the CDC Regulations and Procedures made thereunder, particularly

considering the following requirements:

a. Verification of details provided by the shareholder/investors against the list of successful

allottees/transferees obtained from the CDS.

b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of shareholder/

investors; and

c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of

shareholders/investors in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name

of CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible

security] in the name of the Central Depository Company of Pakistan Limited in the

Members’/Certificate Holders’ Register. Details are as follows:

CDC Nominee holding in Members’ Register before allotment of right shares/certificates ________.

CDC Nominee holding in Members’ Register after allotment of right shares/certificates ________.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance

with the List of successful allottees after final upload, containing inter alia names, Account

Holder/Participant IDs, Account Nos. and the number of Book-entry Securities to be credited therein.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares credited in

CDS had been paid by us via Cheque # __________against Invoice # ___________ and as of today, no

payment to CDC is pending at our end.

We shall be pleased to provide you with any other information/ clarification, should you so require.

Regards,

_______________________




DRAFT

Date:

Head of Operations


CDC House, 99-B, Block-B


Karachi.

Dear Sir

In compliance with provisions of CDC Regulation No.8D.2.3 read with section 13 of the

Central Depositories Act 1997, we hereby write to confirm as follows:

Shareholders of the company have approved consolidation / sub-division of share capital by

special resolution in General Meeting held on ________as recommended by Board of

Directors.

We further confirm that we have consolidated / sub-divided the shares in the manner as follows:

CDC’s base nominee holding in the Members ‘Register as at close

of business on_______________, subject to valid adjustments of

Deposit Requests and/or Withdrawal Requests approved / rejected

during the book closure period

XXXXXX

CDC’s base nominee holding in the Members’ Register after

consolidation / sub-division of shares:

XXXXX

XXX Less: Fractional Entitlement:

Revised CDC Nominee holding in the Members’ Register of the

Company

XXXXX

You are advised to revise the shareholding of respective accounts of the Account Holders and

Sub-Account Holders in accordance with consolidation / Sub-division Entitlement List as

submitted to us. The proceeds of the Fractional Entitlement of the Account Holders and Sub-

Account Holders as provided in the Consolidation / Sub-division Entitlement List shall be

distributed in due course in the manner prescribed under the provisions of the relevant corporate

laws and regulations

We will be pleased to provide you with any other information / clarification, Should you so

require.


credited in CDS had been paid by us via Cheque # __________against Invoice # ___________


Regards,

__________________________



Guidelines for Auditor’s Certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these

Procedures shall confirm the following as minimum requirement:

In case of new issue, confirming the total issue / paid-up capital and receiving

of subscription amount in case of cash or other consideration in

case of other than cash.

OR

In case of further issue, confirming the revised paid up capital / total

issue and receiving of subscription amount in case of cash or other

consideration in case of consideration other than cash.

That all requirements with regards to allotment of securities in the name of

CDC have been fulfilled by the Issuer.

That conditions (if any) imposed by the regulatory body have been fulfilled

by the Issuer in every respect.

Note:

Regarding serial number 3 above, the issuer instead of getting it certified from

the statutory auditor can either submit final approval of Regulatory body

stating that conditions imposed, if any, have been fulfilled or a confirmation

from their external legal advisor to this effect.

With respect to serial number 3 above; in cases where no special condition has

been imposed, a representation letter will be required from the issuer stating

that no special conditions were imposed and further that all ordinary

conditions have been fulfilled.

Where securities are issued in physical, the auditor’s certificate should confirm

all the stated requirements of the Annexure with the exception of point no.

2.

It shall be specifically mentioned in the certificate that the Auditor issuing the

certificate is the Statutory Auditor of the Issuer.




Procedures shall confirm the following as a minimum requirement:

Revised paid up capital of the transferee company after credit of merger.

That all requirements with regards to allotment of Securities in the name of CDC

have been fulfilled by the Issuer, and

That conditions (if any) imposed by the competent authority / court have been

satisfied by the Issuer in every respect.

,

Note:

Regarding serial number 3 above, the issuer instead of getting it certified from

the statutory auditor can either submit final approval of Regulatory body

stating that conditions imposed, if any, have been fulfilled or a confirmation

from their external legal advisor to this effect.

Where pursuant to Merger, securities of Transferee Company are issued in

physical to the shareholders of the Transferor Company; the auditor

certificate should confirm all the stated requirements of the guideline only

with the exception of point no. 2.



Annexure “CA-20” [To be obtained from public limited companies (both listed and unlisted) only –

To be printed on non-judicial stamp paper of Rs. 100]

Representations and Warranties For allowing entering of Securities of the Issuer into the

relevant Accounts and Sub-Accounts in the CDS as Book-entry Securities

1. For the purpose of inducing (“CDC”) to enable Book-entry Securities representing our ordinary shares

to be entered into the relevant Accounts and Sub-Accounts in the Central Depository System (“CDS”)

established and maintained by CDC, we, [insert name of the company], represent and warrant to and

in favour of CDC that:

2. No contravention of provisions of the Companies Act, 2017, as the case may be, has occurred in

connection with the allotment of such ordinary shares.

3. We are aware that CDC will rely upon the representations and warranties made and provided by us in

paragraph 1 above while enabling Book-entry Securities representing our ordinary shares to be entered

into the relevant Accounts and Sub-Accounts in the CDS established and maintained by CDC.

4. We undertake to indemnify and hold harmless CDC and each of its directors and officers against all

losses, liabilities, costs and expenses paid or payable by all or any of them (including fees and charges

paid or payable to lawyers) in connection with or arising from any or each of the representations and

warranties made and provided by us in paragraph 1 above being incorrect or misleading, whether wholly

or in part.

5. We intend this document to have legal effect.

6. This document and its terms will be governed by and construed in accordance with the laws of Pakistan.

Signed for and on behalf of

______________________ Limited

Signature: __________________

Name: _____________________

Title: ______________________

Dated: [Karachi/Lahore/Islamabad] _____ day of _____________ 20__

Witnesses:

1. Signature: _____________________ 2. Signature: ___________________

Name: ________________________ Name: ______________________

Address: ______________________ Address: ____________________

CNIC: ________________________ CNIC: ______________________


(On Company Letter Head)

For Further issuance of shares (without right offer)

Date:

Head of Operations




Karachi.


Dear Sir,

Under section 8F of the CDC Regulation, you are requested to please enable us to upload the

data related to the further issuance of shares (without right offer) under section 86(1) of

the company ordinance 1984 as per the relevant procedures, for the following security.



Please also note revised Paid-up Capital of our Company <no. of shares / certificates> (after

further issue).

Also please note for billing purposes, approximate _________ shares / certificates are

expected to be credited in CDS.


data):

001,01111,123,”PK0012301010”,11111

002,01111,123,”PK0012301010”,22222

Regards,

_______________________



(On Company Letter Head)

For Further Issuance of Shares (without Right Offer)

Date:

Head of Operations




Karachi.

CONFIRMATION LETTER

Dear Sir,



Accounts and/or Sub-Account of __________ has been prepared by us in accordance with the

requirements of the CDC Regulations and Procedures.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in

the name of CDC in the Members’/Certificate Holders’ Register] securities of the [insert

name of eligible security] in the name of the Central Depository Company of Pakistan

Limited in the Members’/Certificate Holders’ Register. Details are as follows:

CDC Nominee holding in Members’ Register before further issuance of shares (without Right

Offer) ________.

CDC Nominee holding in Members’ Register after further issuance of shares (without Right

Offer) __________.




credited therein.


credited in CDS had been paid by us via Cheque # __________against Invoice # ___________


We shall be pleased to provide you with any other information/ clarification should you so

require.

Regards,

_______________________




The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures shall confirm

the following as a minimum requirement:

Revised paid up capital and receiving of subscription amount.

That all requirements with regards to allotment of shares in the name of CDC have been fulfilled by

the Issuer.

That conditions (if any) imposed by the regulatory body in respect of rights at a discount have been

fulfilled by the Issuer in every respect.

Note:

Regarding serial number 3 above, the issuer instead of getting it certified from the statutory auditor

can either submit final approval of Regulatory body stating that conditions imposed, if any, have

been fulfilled or a confirmation from their external legal advisor to this effect.

Where securities are issued in physical, the auditor’s certificate should confirm all the stated

requirements of the Annexure with the exception of point no. 2.

It shall be specifically mentioned in the certificate that the Auditor issuing the certificate is the

Statutory Auditor of the Issuer.


(ON COMPANY’S LETTER HEAD)

Head of Operations


CDC House,

99-B, Block-B,


Karachi.

Dear Sir,

In compliance with the provisions of Regulation No. 8AA.3 of the CDC Regulations and the Procedures

made there under, we are hereby writing to confirm as follows:

The Board of Directors of the Company in its meeting held on ____________ has approved ______%

Right Issue.

The above mentioned right issue i.e. ___________% shall be distributed to the shareholders (including

Account Holders, Sub-Account Holders and Investor Account Holders in the Central Depository System)

whose names appears on the Members’ Register of the Company as at close of business on

________________.

We hereby confirm that all the necessary approvals and permissions have been obtained and formalities

completed in connection with this right issue.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name

of CDC in the Unpaid Right Holders’ Register] of the [insert name of eligible security of Unpaid

Right] in the name of the Central Depository Company of Pakistan Limited in the Unpaid Right


You are advised to credit the integer number of unpaid rights to respective accounts of the Account

Holders, Sub-Account Holders and Investor Account Holders in accordance with the Unpaid Rights

Entitlement List (only active participant / account holder accounts) submitted to us. The proceeds of the

Fractional Entitlement of the Account Holders and Sub-Account Holders as provided in the Unpaid Right

Entitlement List shall be disbursed by us in due course in the manner prescribed under the provisions of

the relevant corporate laws & article of association.

Pursuant to Regulation 8AA.3.3, we are enclosing herewith a physical Letter of Right (LoR) in jumbo

form to be signed by CDC for the purpose of renunciation for and on behalf of entitled account holders,

sub-account holders and IAS Account holders.

We also confirm that an amount of Rs._____________ in respect of _____________ unpaid right to be

credited in CDS has been paid by us via Cheque #____________against Invoice #- _______________



Yours sincerely,

----------------------------------------



(On First Issuer / R/TA Letterhead)

Head of Operations


CDC House,

99-B, Block-B,

S.M.C.H.S., Main Shahrah-e-Faisal,

Karachi.

Dear Sir,

Authorization to upload data

Under Chapter 8G of the CDC Regulations, you are requested to please enable us to upload the data

related to the distribution of shares (Specie Dividend) as per the relevant procedures, for the following

security:



Also please note for billing purposes, approximate ______________ shares / certificates are expected

to be credited in CDS. Further, we would like to inform that currently these shares are in *physical/

book-entry form.

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,”PK0012301010”,11111

002,01111,123,”PK0012301010”,22222

Yours truly,

____________________

Authorised Signatory (ies)

,

*Delete whichever is not applicable


(On Participant Letter Head)

Head of Operations


CDC House,

99-B, Block-B,

S.M.C.H.S., Main Shahrah-e-Faisal,

Karachi.

Dear Sir,

No Objection Certificate

This is with reference to the announcement made by (insert the name of the Other Issuer) regarding

distribution of shares of (insert the name of First Issuer) by way of specie dividend.

In this regard, please note that we have no objection regarding deletion of ___________ (no. of shares)

of (insert name of security of first issuer) by CDC in accordance with the procedure from sub-account

no. ________ titled __________ maintained under our Participant I.D __________ for the purpose of

distribution of such securities by way of dividend in specie.

Yours truly,

____________________


Annexure “CA-27(a)”

(On First Issuer Letterhead)

For Securities of First Issuer held in Physical Form

Head of Operations




Karachi.

Dear Sir,

Confirmation Letter

Specie Dividend Distribution by (insert the name of the Other Issuer) of the shares of (insert the name

of the First Issuer)

This is with reference to the decision of “(insert name of Other Issuer)” Annual General meeting held on

______________ to distribute shares of _(insert security name of First Issuer) to the shareholders of the

(insert the name of the Other Issuer) as specie distribution in the ratio of _____:_____ (__________ share

of ________________ for every ___________ shares held of ____________________).

In view of above decision, we hereby confirm that the data for credit of Book-entry Securities of (insert

security name of First Issuer) are based on the names as appearing on the Members Register of (insert

name of Other Issuer) as at close of business of __________________.

We hereby also confirm the transfer of ___________ securities of (insert security name of First Issuer)

in the name of the Central Depository Company of Pakistan Limited in the Members’ Register. Further,

we also confirm that corresponding number of shares held in physical form have been cancelled.

Please credit _________ number of Book-entry Securities to respective Accounts and/or Sub-

Accounts/Investor Accounts in accordance with the list of Successful allottees after final upload,

containing inter alia names, account Holder/Participant IDs, Account Nos. and the number of Book-entry

Securities to be credited therein.

We also confirm that an amount of Rs.__________/- in respect of _____________ shares credited in

CDS had been paid by us via __________________ and as of today, no other payment to CDC is pending

at our end.

Yours truly,

____________________



(On First Issuer Letterhead)

For Securities of First Issuer already in Book Entry Form

Head of Operations




Karachi.

Dear Sir,

Confirmation Letter

Specie Dividend Distribution by (insert the name of the Other Issuer) of the shares of (insert the name

of the First Issuer)

This is with reference to the decision of “(insert name of Other Issuer)” Annual General meeting held on

______________ to distribute shares of (insert security name of First Issuer) to the shareholders of the

(insert the name of Other Issuer) as specie distribution in the ratio of _____:_____ (__________ share

of ________________ for every ___________ shares held of ____________________).

In view of above decision, we hereby confirm that the data for credit of Book-entry Securities of (insert

security name of First Issuer) is based on the names as appearing on the Members Register of (insert

name of Other Issuer) as at close of business of __________________.

Please credit _______ number of Book-entry Securities to respective Accounts and/or Sub-

Accounts/Investor Accounts in accordance with the list of Successful allottees after final upload,

containing inter alia names, account Holder/Participant IDs, Account Nos. and the number of Book-entry

Securities to be credited therein.

We also confirm that an amount of Rs.__________/- in respect of _____________ shares deleted and

credited in CDS had been paid by us via __________________ and as of today, no other payment to

CDC is pending at our end.

Yours truly,

____________________



(On Issuer / R/TA Letterhead)

Head of Operations


CDC House, 99B, Block B,

S.M.C.H.S., Main Shahra-e-Faisal

Karachi-74400

Dear Sir,

Authorization to Upload Data

Under Regulation 5.5B of the CDC Regulations, you are requested to please enable us

to upload the data related to the “cancellation of securities” as per the relevant

procedures, for the following security:

Name of security: ________________________________

Also, please note that for billing purposes, approximate ________ shares / certificates

are cancelled from CDS.

We confirm that we will upload the data on the following format (extracted from the

original data):

Security ID

Serial Number, Transaction ID, Participant ID, Account Number, Security Volume

PK0100101017

1,2010-10,00364,48215,1000

2,2010-11,03277,12156,500

Yours truly,

______________________



(On Company’s Letter Head)

Head of Operations




Karachi.-74400

Dear Sir,

Cancellation Confirmation Letter

We write to confirm that we have received the cancellation request from the security-

holders of the security (insert name of security) for cancellation of redeemable security

(ies) due to (insert reason) of (insert name of company) pursuant to notice sent to you on

____________

Accordingly, the (insert volume) securities of (insert name of security) were transmitted to

us by CDC Participants/Account Holders. All such securities which are transmitted to us

and were valid have been cancelled pursuant to (insert clause number) of (insert the name

of applicable / supporting document)

As a consequence of the cancellation as above, the following position appears:

Total number (security name) in CDS before cancellation of the securities. xxxx

Less: Number of securities cancelled (xxxx)

Total number (security name) in CDS after cancellation of securities xxxx

As a consequence of the cancellation of the said securities, the securities registered in the

name of CDC in our Members / Certificate Holders Register have been reduced by

__________ shares/units/certificates. It is therefore, imperative that the securities

appearing in the cancellation request initiated by Participants/Account holders in respect of

____________ shares/units of security (insert name of security) be cancelled to reconcile

the number of securities held in CDS with the number of securities registered in the name

of CDC in our Members / Certificate Holders Register.

Please cancel the Book-entry Securities from respective IAS Accounts and / or Sub-

Accounts in accordance with the List of Successful Partial Cancellations after Final

Upload containing inter alia names, Account Holder /Participant IDs, Account Nos. and

the number of Book-entry Securities to be cancelled therein.

We also confirm that an amount of Rs. ___________/- in respect of ____________

securities cancelled in CDS had been paid by us via Cheque # __________against Invoice

# ___________ and as of today, no payment to CDC is pending at our end.

Yours truly,

____________________________________



Guidelines for the Auditor Certificate

The auditor’s certificate issued in support of cancellation of Redeemable Securities of

the Issuer shall confirm the following as a minimum requirement:

The fact that cancellation is inline & permissible under the clauses of Articles of

Association / Trust Deed / or other applicable documents & the company has

duly complied with all associated condition(s).

The fact that payment has been made to the holders of security in lieu of

cancellation.

1. Pre & post factual position of paid-up capital / total issue (no of securities):

Paid-up capital / Total Issue (before cancellation) xxx

Less: Number of securities cancelled xxx

Paid-up capital / Total Issue (after cancellation) xxx

Where cancellation results in issuance of securities, all relevant formalities have been

duly complied and securities are issued in lieu of cancellation & recorded in the

name of CDC. Accordingly, the pre & post factual position of paid-up capital/

total issue (no of securities) due to conversion is as follows:

Paid-up capital (before conversion) xxx

Add: Number of securities (issued in lieu of conversion) xxx

Paid-up capital (after conversion) xxx

That the company / Issuer has completed all required regulatory formalities w.r.t.

cancellation and conversion.




(On Issuer / R/TA Letterhead)

Head of Operations


CDC House,

99-B, Block-B,


Karachi

Dear Sir,

Authorization to upload data.

Under section 8F.1 of the CDC Regulation, you are requested to please enable us to

upload the data related to the “Conversion of (insert type of security i.e. being

converted) into (insert type of security)” as per the relevant procedures, for the

following security.

Name of security ISIN <ABC Limited> <PK0000000000>

Total revised paid up capital of the company after the above said conversion of (insert

type of security i.e. being converted) into (insert type of security) would be _________

shares.

Details of which are as follows:

Name of shares holders

Type & number

(volume) of securities

cancelled

Type & number

(volume) of securities

issued

We confirm that we will upload data on the following format (extracted from the

original data):

001,01111,123,”PK0000001010”,11111

002,01111,123,”PK0000001010”,22222

Yours truly,

______________________




Head of Operations


CDC House,

99-B, Block-B,


Karachi.

Dear Sir,

Confirmation Letter

In compliance with the requirement of CDC Regulations 8F.1 and the Procedures made

thereunder, we hereby confirm that the data for the credit of Book-Entry Securities

represented by (insert type of target security) in lieu of conversion of (insert type of

security i.e. being converted) as per the ratio defined in (insert name of applicable

document), held by the Accounts Holders and/or Sub-Accounts (including Investor

Account holders) has been prepared by us in accordance with the list of successful partial

cancellation after final upload and the requirements of the CDC Regulations and

Procedures made thereunder particularly considering the following requirements:

Verification of details provided by the shareholder opted for conversion ;

Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts

(including Investor Accounts) of actual shareholder(s) who opted for conversion; and

Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts

(including Investor Accounts) of shareholder(s) who opted for conversion in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities

allotted in the name of CDC in the Members’/Certificate Holders’ Register] (insert

type of security) of the [insert name of eligible security] in the name of the Central

Depository Company of Pakistan Limited in the Members’/Certificate Holders’

Register.

As a consequence of conversion, following position appears:

CDC Nominee holding in Members’ Register before allotment of shares/certificates

________.

CDC Nominee holding in Members’ Register after allotment of shares/certificates

________.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts

(including Investor Accounts) in accordance with the List prepared as aforesaid after final

upload, containing inter alia names, Account Holder/Participant IDs, Account Nos. and the

number of Book-entry Securities to be credited therein.




We shall be pleased to provide you with any other information / clarification, should you

so require.

Yours truly,

______________________



Guidelines for Auditor’s certificate


Procedures shall confirm the following as a minimum requirement:

Confirmation of payment of outstanding principal amount plus markup / profit

thereon to the holders of TFCs as of the date of final book closure

Confirmation of such payment after verification of books as well as the bank

account of the Issuer

Note:



<On Company Letterhead>


Head of Operations & Customer Support Services Central depository Company of Pakistan Limited CDC House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi. Sub: Authorization to upload data. Dear Sir, Under section 12.4.5 of the CDC Regulation, you are requested to please enable us to upload the data related to the change of 5% tax on the bonus shares which were withheld as per Finance Act, 2014, for the following security.

Name of security ISIN <ABC Limited> <PK0000000000> Please note the revised Paid-up Capital of our Company <no. of shares / certificates> after issuance of remaining 5% bonus shares. Also please note for billing purposes, approximate __________ shares / certificates are expected to be credited into CDS. We confirm that we will upload data on the following format (extracted from the original data): 001,01111,123,“PK0012301010”,11111 002,01111,123,“PK0012301010”,22222 Regards,

Annexure

“CA-36”

Bonus Confirmation Letter for ONLY Remaining 5% shares (Who have paid

Tax)


Head of Operations & Customer Support Services Central depository Company of Pakistan Limited CDC House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi.

Dear Sir,

CONFIRMATION LETTER

In continuation of our earlier bonus confirmation letter dated ___________, we hereby confirm

that the data of remaining 5% shares for the credit of Book-entry Securities to those

shareholders Accounts and/or Sub-Accounts who have paid the tax equal to 5% of the value of

bonus shares has been prepared by us in accordance with the requirements of section 236M or

236N in the Income Tax Ordinance, 2001 through Finance Act, 2014 whereby tax has been

levied on bonus shares by listed companies, particularly considering the following

requirements:

a. Ensuring that credit is only allowed to those shareholder’s Accounts and/or Sub-Accounts

who paid tax equal to 5% of the value of bonus shares; and

b. Ensuring that remaining shares credit in the separate account of CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in the name of the Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.




credited therein.

We also confirm that an amount of Rs._____________ in respect of _____________ remaining

5% bonus shares credited into CDS had been paid by us via Cheque #____________against

Invoice #- _______________ and as of today, no payment to CDC is pending at our end.


require.

Yours Sincerely,

_________________

[Authorized Signatory]

Annexure

“CA-37”

Bonus Confirmation Letter for Remaining 5% (FBR PORTION ONLY)


Head of Operations & Customer Support Services Central depository Company of Pakistan Limited CDC House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi.

Dear Sir,

CONFIRMATION LETTER



shareholders Accounts and/or Sub-Accounts who have NOT paid the tax equal to 5% of the

value of bonus shares has been prepared by us in accordance with the requirements of section

236M or 236N in the Income Tax Ordinance, 2001 through Finance Act, 2014 whereby tax has

been levied on bonus shares by listed companies, particularly considering the following

requirements:

c. Ensuring that the shares of those shareholders who have Not paid the tax amount equal to

5% of the value of bonus shares shall be deposited into the account of FBR in CDS under

Sub-Section 236(4) of the Income Tax Ordinance, 2001 and

d. Ensuring that the remaining shares shall remain in the separate account in CDS.

We hereby also confirm the allotment of [insert aggregate number of units allotted in the name

of CDC in the Members’/Certificate Holders’ Register] units of Rs. ________/- each of the

[insert name of eligible security] (Security ID PK______________) in the name of the Central

Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.




credited therein.





require.

Yours Sincerely,

_________________


Annexure

“CA-38”

Bonus Confirmation Letter for Remaining 5% Shares (who have paid tax) & FBR

Portion

<On Company Letterhead> Head of Operations & Customer Support Services Central depository Company of Pakistan Limited CDC House, 99-B, Block-B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi.

Dear Sir,

CONFIRMATION LETTER



shareholders Accounts and/or Sub-Accounts who have paid the tax equal to 5% of the value of

bonus shares and in FBR accounts which has been prepared by us in accordance with the

requirements of section 236M or 236N in the Income Tax Ordinance, 2001 through Finance

Act, 2014 whereby tax has been levied on bonus shares by listed companies, particularly

considering the following requirements:

e. Ensuring that credit is only allowed to those shareholder’s Accounts and/or Sub-Accounts

who paid tax equal to 5% of the value of bonus shares; and

f. Ensuring that remaining shares credit in the separate account of CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in the name of the Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.




credited therein.





require.

Yours Sincerely,

_________________



UNDERTAKING

This is to confirm that we have withheld bonus shares to the extent of 5% of those

shareholder who have filed an appeal and have been granted interim stay which to our

knowledge is still valid and the request for credit of the shares to the FBR account

does not include shares of the above referred shareholders.

We further undertake that we will keep CDC and its officer harmless against any

claim due to credit of any shares of the above referred shareholders into the account

of FBR.

We shall be pleased to provide you with any other information/ clarification, should

you so require.

Yours sincerely

(Authorised Signatory (ies))

OR

Format of Letter instead of above mentioned Undertaking where the shareholders

are not in the Litigation:

This is further to our letter ref. ______________ dated _____________.

We hereby confirm that till to date none of our shareholder has filed any suit against

Company in any Court of Law against tax on bonus shares (imposed under section

236M or 236N of Income Tax Ordinance 2001, inserted through Finance Act, 2014).

Accordingly, we hereby requests CDC to credit 5% bonus shares (of those share holder

who have not paid the required amount of tax to FBR) to the Account no. _________

titled _____________.

This is confirmation letter is issued on the request of CDC.

Yours sincerely,


(Company’s Letter Head)

Annexure

“CA-40”

Head of Operations & Customer Support Services Central Depository Company of Pakistan Limited

CDC House,

99-B, Block-B, S.M.C.H.S.


Karachi.

Fax # 021-34326034

Dear Sir,

This is with reference to the provisions of Regulation Nos. 12.1.1, 12.2.1 and 12.4.1 of the CDC

Regulations, we are pleased to inform you as follows:

Name of Eligible Security: _________________

CORPORATE ACTION

Regulation No. 12.2.1

Date on which Notice of Annual / Extra Ordinary General

Meeting/ARM (including Accounts) will be sent to the

shareholders.

Date of Annual / Extra Ordinary General Meeting / ARM.


Closure of Share Transfer Books.


Entitlements, as recommended by the Board of Directors.

Interim / Final Cash Dividend at Rs.____ per

shares i.e. ___%.

Issuance of Bonus in the proportion of “____”

shares for every “_____” shares held i.e.____ %.

The credit of 95% i.e._____% may please be

defined in the system. The remaining 5% i.e.

_____% may be dealt with in due course as per

rules to be made under the law.

Date on which allotment of bonus securities is proposed to be

made.

You are advised to provide us the registration details of account holders and sub-account holders in

accordance with the provisions of the Central Depositories Act, 1997 and the CDC Regulations.

Regards,


Note: If you have any query please do send us email on the following email address

and you may also send us scan copy of this book closure notice on the given email for

expedite the process at our end:

Email: [email protected]

PS. (Please also provide us certified true copy of Board Resolution in case of Bonus)

mailto:[email protected]


(ON THE PARTICIPANT LETTER HEAD)

Head of Operations / Manager Operations


CDC House, 99-B, Block ‘B’, S.M.C.H.S


Karachi

Dear Sir,

Sub: Cancellation of Right Subscription Request Transaction

I / We, (insert Name of Participant) bearing Participant ID No. ________ hereby request

you to cancel the “Right Subscription Request Transaction” bearing RSR No.

_____ (copy of CDS generated report in respect thereof duly marked as

“CANCELLED” is attached) for the security (Insert name of Right Security*) which

was initiated by us mistakenly/inadvertently. We also confirm that no payment has been

made in respect of aforesaid Right Subscription Request Transaction.

In respect of the aforesaid request, we hereby acknowledge, undertake and affirm that:

1. Once this request is executed by CDC, such action shall be irrevocable;

2. I/we shall be responsible and/or liable for any claims, losses, damages costs and

expenses that may be suffered or incurred by CDC or any third party due to

cancellation of aforesaid Rights Subscription Request Transaction by CDC on

our request;

3. CDC shall assume no responsibility and or liability of whatsoever nature in

accepting and executing this request including third party claims.

____________________________________________

Name(s) and Signature(s) of Authorized Signatory (ies)

* Name of security created as Rights Entitlements

Encl: Tow Printout of Right Subscription Request Transaction duly marked as

cancelled.

Annexure “F”

Prescribed Format


CONFIRMATION OF CDC’s NOMINEE HOLDING IN

MEMBERS’/CERTIFICATE HOLDERS’ REGISTER


CDC House

99-B, Block-B

S.M.C.H.S. Main Shahra-e-Faisal

Karachi.

Dear Sir,

In compliance with CDC Regulation No. 13.7.1, we are writing to confirm as follows:

Dated As on last day of Six months/Financial

Year* Ended _____ 20__

Security Name

Security Symbol

Note Number of

Securities

Balance of CDC’s Nominee Holding in Members’ / Certificate

holders’ Register

N-1

Balance of book entry security in the Central Depository

Register

N-2

Difference, if any

N-1: Movement in the CDC’s Nominee Holding in Members’ /

Certificate holders’ Register

Number of

Securities

Balance at the beginning of the year in the CDC’s Nominee Holding in

Members’ / Certificate holders’ Register

Add: Additions during the period/ year

Less: Deletions during the period/ year

Balance at the end of year/ period in the CDC’s Nominee Holding in Members’

/ Certificate holders’ Register

Difference, if any

N-2: Movement in the Central Depository Register Number of

Securities

Balance at the beginning of the year in the Central Depository

Register

Add: Additions during the period/ year

Less: Deletions during the period/ year

Balance at the end of year in the Central Depository Register

Difference, if any

Reason for Difference and discrepancy (if any):

-------------------------------------------------------------------------------------------------------

---------------------

-------------------------------------------------------------------------------------------------------

---------------------

:

Regards,


* All contents of the certificate are duly authenticated, verified and certified by

the External Auditors of the Issuer

Guidelines for Auditor’s confirmation

Auditor’s confirmation/certificate must contain the following acknowledgments;

Scope of Certificate

Reviewing the number of Book-entry Security held on the Central Depository

Register at the beginning of financial year, movements during the year, and

closing balance at the end of financial year;

Reviewing the number of such securities recorded in the name of CDC on the

Nominee Register of the Company at the beginning of financial year,

movements during the year, and closing balance at the end of financial year,

In case of any difference, verify the reason for such difference and report the

discrepancy.

Opinion

In our Opinion, the reconciliation statement of the balance of Nominee shareholding

of CDC in the Member’s Register of the Company as at (Reporting Period) is prepared,

in all material respects, in accordance with CDC Regulation no. 13.7.1 and scope of

work agreed above.

OR

Our verification procedure include obtaining such evidence and explanations about the

information as contained in the Reconciliations. We believe that the evidence we have

obtained as at (Reporting period) is sufficient and appropriate to provide a basis for the

certification. Our verification was limited to the procedure as mentioned below.

Reviewing the number of Book-entry Security held on the Central Depository

Register at the beginning of financial year, movements during the year, and

closing balance at the end of financial year;

Reviewing the number of such securities recorded in the name of CDC on the

Nominee Register of the Company at the beginning of financial year,

movements during the year, and closing balance at the end of financial year,

In case of any difference, verify the reason for such difference.

On Company’s Letter head Annexure “D”

Date:

Head of Operations & CSS




Karachi.

Dear Sir,

This is to inform you that we would like to update our signature record through the enclosed specimen

signature card which will be applicable for all the existing and upcoming securities under our registrarship

having identical signing instruction applicable for all. In case there arises any change in authorized

signatories, we would update CDC regarding the same accordingly.

________________________


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