Draft Listed Companies (Buy-Back of Shares) Regulations, 2019

Government of Pakistan
Securities and Exchange Commission of Pakistan .-.
Islamabad, the 23 rd April, 2019
NOTIFICATION
SRO 486 (I) 2019.- The following draft Listed Companies (Buy-Back of shares) Regulations, 2019, proposed to be made by the Securities and Exchange Commission of Pakistan in exercise of powers conferred under section 88 read with section 512 of the Companies Act 2017 (XIX of 2017), are hereby published, as required under proviso to sub-section (1) of the said section 512, for information of all the persons likely to be affected thereby and notice is hereby given that comments, if any, received within fourteen days from the date of its publication in the official Gazette and placement on the website of the Commission, will be taken into consideration, namely:- DRAFT REGULATIONS
CHAPTER I
PRELIMINARY

1. Short title, commencement and applicability.- (1) These regulations shall be called
   the Listed Companies (Buy-Back of Shares) Regulations, 2019.
   (2) They shall come into force at once.
   (3) These regulations shall be applicable to buy-back of shares of companies listed on the securities exchange, in pursuance of section 88 of the Companies Act, 2017 (XIX of 2017).
2. Definitions.- (1) In these regulations, unless there is anything repugnant in the
   subject or context,-
   (a) “Act” means the Companies Act, 2017 (XIX of 2017); (b) "inside information" has the same meaning as assigned to it under section 129 of the Securities Act; (c) "manager to the offer" means a TREC Holder licensed by the Commission under the Securities Act and appointed by the purchasing company as its agent for the purchase of shares in accordance with these regulations; (d) "public announcement" means an announcement made by the purchasing company for purchase or sale of its shares as per the format prescribed in these regulations; (e) "purchase" means buy-back of its own shares by a purchasing company under section 88 of the Act and these regulations; (f) "purchasing company" means a listed company that buy-back its own shares under section 88 of the Act and these regulations;

(g) "purchase period" means the time period specified in regulation 7 of these regulations within which the purchase is to be made; (h) "Schedule" means schedule annexed to these regulations; (i) "Securities Act" means the Securities Act, 2015 (III of 2015); (j) “treasury shares” means the shares purchased and held by the purchasing company in its own name in accordance with section 88 of the Act and these regulations.
2. All other words and expressions used but not defined in these regulations shall
have the same meanings as are assigned to them in the Act, the Securities Act and the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).
CHAPTER II
ELIGIBILITY FOR PURCHASE
3. Eligibility Requirements for the Purchase.- (1) A company shall be eligible to
purchase if it fulfils the following conditions, namely:- (a) it is listed on the securities exchange for a period of not less than three years; (b) it is compliant with the minimum capital or equity requirements or minimum free float requirement of the securities exchange, as set out in listing regulations or licensing requirements , if any, after the purchase; (c) the company is a going concern as per its latest audited account which shall not be older than six months from the date of special resolution; (d) it has obtained approval of its members for purchase through special resolution; (e) it has obtained a certificate from the statutory auditors certifying the following; (i) the funds specified for the purchase by the board of directors of the purchasing company are available with the company; (ii) purchasing company shall continue to operate as a going concern after the purchase; (f) board has undertaken that after the purchase, the purchasing company is capable of meeting its obligations on time during the period up to the end of the immediately succeeding twelve months;

(g) it has obtained no objection certificate from its all creditors other than trade creditors; (h) the purchasing company should not be on the defaulter counter; (i) board of directors of a purchasing company shall not propose or recommend a purchase in any of the following cases, namely:- (i) winding up proceedings is commenced; (ii) if a criminal proceeding has been initiated against the company or its directors or sponsors and any other company in which they are director or sponsor; (iii) a scheme of arrangement, compromise, reconstruction, merger or de￾merger is approved by the board of directors unless the Purchase is a
part of such arrangement, compromise, reconstruction, merger or de￾merger;
(iv) a public offer for acquisition of shares of the purchasing company under the Securities Act has been announced; and (v) purchasing company or any of its wholly owned subsidiary companies should not have over due loans. (j) before the expiry of six months from the date of an earlier general meeting in which the purchase was disapproved by the members.
4. Procedure for Purchase.- (1) The general meeting in which the special resolution is
to be passed shall be held not later than thirty days of the date of the meeting of the board of directors in which the purchase is recommended. (2) The purchasing company shall make a public announcement on the next working day of passing of the special resolution. (3) The purchasing company shall before making the public announcement, appoint a manager to the offer in accordance with sub-regulation (c) of regulation 10 of these regulations. (4) The purchasing company shall, within five days of the public announcement, dispatch through registered mail or courier or electronic mode of communication, to all its members including custodian of depository receipts and other securities convertible into the shares being purchased, if any, whose names appear on the register of members:
(a) the offer letter;
(b) a copy of the public announcement; and

(c) in case of a tender offer, the share tender form.
5. Purchase Procedure for Tender offer.- Where the purchase is made through a
tender offer to the shareholders, the following procedure shall be followed in addition to the procedure provide in regulation 4,- (a) the purchasing company shall, before making the public announcement, open an escrow account with a scheduled bank; (b) the purchasing company shall deposit the following amount of cash in the escrow account for making payments against the purchase,- (i) in case the total consideration payable for the purchase is up to Rs. 100 million, twenty five percent of the consideration payable; and (ii) in case the total consideration payable for the purchase is above Rs. 100 million, twenty five percent for Rs. 100 million and a further ten percent of the remaining consideration payable:
Provided that where the purchasing company arranges an unconditional and irrevocable bank guarantee from an A+ rated scheduled bank in favour of the manager to the offer in lieu of the amount specified in sub-clauses (i) or (ii), it shall not be required to deposit the money in the escrow account. (c) the remaining amount or where a bank guarantee has been arranged, the entire consideration shall be deposited by the purchasing company in the escrow account at least three working days before the close of the purchase period; (d) the purchasing company shall open a designated CDC account; (e) shares tendered for sale in physical form shall not be accepted for the purchase; (f) shares shall be tendered through the share tender form to the manager to the offer and the share tender form must be received before the closing of the purchase period; (g) within five days of the closing of the purchase period, the manager to the offer shall prepare a list containing names of all those shareholders who have tendered shares for sale, the number of shares tendered and the number of shares accepted by the purchasing company for the purchase from each shareholder; (h) where the shares tendered for sale by shareholders exceed the number of shares announced to be purchased, the following procedure shall be adopted:

(i) where all applications for up to five hundred shares can be accommodated, then all such applications shall be accommodated first. Where all application for five hundred shares cannot be accommodated, then balloting will be conducted among applications for five hundred shares only; (ii) where all applications for up to five hundred shares have been accommodated and shares are still available for purchase, then all applications for up to one thousand shares shall be accommodated. Where all applications for up to one thousand shares cannot be accommodated, then balloting will be conducted among applications for up to one thousand shares only; (iii) where all applications for up to five hundred shares and one thousand shares have been accommodated and shares are still available for purchase, then all applications for up to fifteen hundred shares shall be accommodated. Where all applications up to fifteen hundred shares cannot be accommodated, then balloting will be conducted among applications for up to fifteen hundred shares only; (iv) where all applications for up to five hundred shares, one thousand shares and fifteen hundred shares have been accommodated and shares are still available for purchase, then all application for up to two thousand shares shall be accommodated. Where all applications for up to two thousand shares cannot be accommodated, then balloting will be conducted among applications for up to two thousand shares; (v) after the purchase in the above mentioned manner, the balance shares, if any, shall be purchased on prorate basis from all the shareholders who have tendered more than two thousand shares. (i) where the shares tendered for sale by a shareholder are less than the minimum marketable lot, the entire lot so tendered shall be accepted and shall not be included in the pro-rata calculation; (j) the payment for accepted shares shall be made by the manager to the offer through a bank draft or pay order out of the escrow account not later than seven days of the closing of the purchase period; and (k) the unaccepted shares, if any, shall be returned within seven days of the closing of the purchase period.
6. Purchase through securities exchange.- Purchase shall be made through
securities exchange subject to the following procedure, in addition to the purchase procedure provided in regulation 4, namely,-

(a) the purchase shall be made through the automated trading system of the securities exchange; (b) bid(s) for the purchase shall not be made during the first half hour and the last half hour of each trading session; (c) at the end of each trading day on which the purchase is made, the executed transactions shall be reported to the purchasing company by the manager to the offer; and (d) bid(s) for the purchase shall be made in accordance with the purchase price.
7. Purchase Period.- (1) Purchase through tender offer shall be for a period of thirty
days commencing from the date of dispatch of the offer letter.
(2) The purchase period for purchase through securities exchange shall start not later than seven days from the date of public announcement and shall close within forty-five days from the date of special resolution wherein members have given approval of the Purchase or till such date that the purchase is completed, whichever is earlier. (3) Purchase period may be extended subject to approval of the Commission.
8. Purchase Price.- (1) In case of purchase through tender offer, the purchase price
shall be the price as recommended by the board of directors and approved by the members through special resolution:
Provided that it shall not be less than thirty days weighted average price of the shares. (2) Purchase through securities exchange shall not be more than five percent above the weighted average market price of the share of the purchasing company for the last ninety days immediately prior to the date on which the shares are purchased.
9. Maximum holding of Treasury Shares.- (1) Treasury shares shall not at any time
exceed ten percent of the total paid up share capital of the purchasing company. (2) Where the purchasing company has different classes of shares, the treasury shares for any class of shares shall not at any time exceed ten percent of total issued and paid up shares of such class of shares. (3) The treasury shares shall be held in the name of the purchasing company in a CDC blocked account.

(4) The treasury shares shall not be placed under collateral either directly or indirectly. (5) Any shares allotted as fully paid bonus shares in respect of the treasury shares, shall be treated as treasury shares for the purposes of these regulations and shall be held in the name of the company in CDC blocked account.
CHAPTER III
OBLIGATIONS AND RESTRICTIONS
10. Obligations of the Purchasing company.- The purchasing company shall-
(a) communicate to the Commission and the securities exchange simultaneously, the decision of the board of directors regarding recommendation of the purchase on the day the decision is made; (b) make public announcement on the format specified in Schedule II and publish it in at least two daily newspapers , one each in Urdu and English languages having nationwide circulation at least seven days before the commencement of the purchase period; (c) appoint a manager to the offer by the purchasing company, under an agreement explicitly stating the role and responsibilities of both the parties to the agreement in accordance with the provisions of these regulations; (d) designate an officer, well conversant with the purchase, as the contact person who shall be responsible for complaints lodged and queries made regarding the purchase; (e) the purchasing company shall deposit the consideration payable in the clearing bank account of the manager to the offer at least one day before the settlement date; (f) cancel the shares within ten days of the closing of the purchase period where the purchase is made for the purpose of cancellation; within three days of the board meeting wherein the purchase decision is recommended, submit, electronically or manually, to the securities exchange, the minutes of the meeting and also provide the auditor's certificate as required under clause (f) of sub-regulation (i) of regulation 3. (g) submit to the Commission a statement containing all material facts required under the Act, including the following along with the notice of

general meeting in which the purchase is to be considered for the approval of members, namely:
(i) purpose of the purchase (i.e. cancellation or retention as treasury shares); (ii) justification for the purchase; (iii) purchase price. (iv) total number of issued shares; (v) indicative quantum of the purchase, both in terms of number of shares to be purchased and as a percentage of issued shares; (vi) the purchase period; (vii) funds allocated for the purchase; (viii) source of funds for the purchase; (ix) effect of the purchase on the statement of financial position of the purchasing company; (x) nature and extent of the interest in the purchase, if any, of every director, whether directly or indirectly; and (xi) risks and benefits of the proposed purchase to the purchasing company and its members; (h) submit to the Commission, the securities exchange and CDC, a copy of the special resolution authorizing the purchasing company to purchase on next working day of the general meeting in which it is passed and such resolution shall specify the indicative number and percentage of shares to be purchased, mode of the purchase, allocated funds and the purchase period; (i) submit to the Commission and the securities exchange, the published copies of the public announcement within two days of its publication; (j) submit to the Commission and the securities exchange an undertaking duly signed by all the directors, including the chief executive officer, stating that; (i) the public announcement has been seen and approved by us;

(ii) the information provided in the public announcement is true and accurate to the best of our knowledge and belief; and (iii) we individually and collectively accept full responsibility for the accuracy of the information given and confirm that no facts have been concealed; (k) intimate to the Commission and the securities exchange on the day of the closing of the purchase period, the number of shares purchased, and advertise the same within two days of the closure of purchase period in same newspapers in which the public announcement was published; (l) comply with the applicable reporting requirements relating to the treasury shares; (m) comply with all legal and procedural requirements relating to cancellation of shares in case the purchase is for the purpose of cancellation of shares; (n) disclose in its annual report, detail of the shares purchased and detail of the treasury shares disposed of and such disclosures shall contain at least the number of shares purchased or sold and the price of the purchase or sale; and (o) file with the registrar concerned within thirty days of the closing of the purchase period the following documents:
(i) copy of the board of directors resolution regarding the purchase; (ii) copy of the special resolution authorizing the purchase; (iii) copy of the notice of the general meeting in which the special resolution was passed; (iv) copy of the auditor’s certificate confirming the capital requirements if applicable; and (v) copy of the public announcement; (p) In case of purchase through securities exchange, report to the securities exchange the number of shares purchased on daily basis for public dissemination; (q) open Investor Account Service (IAS) at CDC for the purpose of the purchase; and

(r) CDC shall ensure that the shares shall remain in Blocked account until the company decides to sell the treasury shares in accordance with these regulations.
11. Restriction on the purchasing company.- The purchasing company shall not:
(a) apply for voluntary delisting or voluntary winding up within a period of twelve months of the close of the purchase period; (b) engage in the sale of the already held treasury shares through the securities exchange:
(i) during the purchase period and during one year after the closing of the purchase period; and (ii) during the period it is in possession of price sensitive information. (c) save as provided in regulation 12, withdraw, cancel or postpone the purchase once announced; (d) make a purchase before the expiry of three years from the last date of subscription by shareholders in respect of any further issue of capital; (e) make a new purchase before the expiry of at-least three year from the date of submission of the final report of the previous purchase to the Commission by manager to the offer appointed by the purchasing company for the purchase in accordance with these regulations. Explanation: For the purposes of clause (d) and (e), the purchase or the new purchase shall be deemed to commence from the date of general meeting of the purchasing company wherein the purchase is approved.
12. General Restrictions.- (1) Except where the recommendation for the purchase
is not approved by the members in the general meeting, the recommendation for the purchase by the board of directors shall not be withdrawn. (2) The sponsors, directors, officers, associated companies and undertakings, shareholders holding ten percent or more of the voting shares of the purchasing company, manager to the offer appointed by the purchasing company shall not disclose inside information as defined in section 129 of the Securities Act about the purchase or sale to any person and shall not misuse their positions to gain any benefit for themselves directly or indirectly or for any other person.

(3) The sponsors, directors, officers, associated companies and undertakings and shareholders holding more than ten percent of the voting shares of the purchasing company shall not directly or indirectly trade in shares of the purchasing company during the following periods:
(a) from the date of meeting of the board of directors in which the purchase is recommended till completion of the purchase; and (b) from the date of meeting of the board of directors in which the disposal of treasury shares is recommended till completion of the sale.
13. Obligations of the Manager to the offer.- (1) The manager to the offer shall,-
(i) hold a valid licence of Consultant to the Issue; (ii) not carry out proprietary trade in the scrip of purchasing company during the purchase period; (iii) at all times ensure that the purchasing company is in compliance with the provisions of section 88 of the Act and these regulations and shall inform the Commission of any non- compliance immediately; (iv) acknowledge the receipts of shares tendered for sale and hold the same in safe custody; (v) accept shares tendered for sale in accordance with these regulations; (vi) make payment against the shares accepted within the time period specified under sub-regulation (10) of regulation 5; (vii) return, in case of withdrawal of the offer for the purchase, all shares tendered for sale in the manner as provided under sub-regulation (11) of regulation 5; (viii) submit a final report on the purchase to the Commission and the securities exchange, within fifteen days of the closing of the Purchase Period containing such details as specified in Schedule IV in case of purchase through tender offer and Schedule V in case of purchase through the securities exchange; (ix) make arrangements for the purchase to be done at the securities exchange; (x) ensure that the purchase is made through the automated trading system of the securities exchange;

(xi) make bid(s) for the purchase only in the manner specified in these regulations; and (xii) report to the purchasing company details of the executed transactions at the end of each trading day; and (xiii) not later than three days from completion of purchase, purchasing company shall ensure transfer of shares from sub account of the broker to IAS. (2) The shares tendered to the manager to the offer through designated CDC account, for sale to the purchasing company shall, till the time the consideration for the shares is paid to the shareholders, be held in trust by him in favour of the shareholders who tendered the shares, and thereafter be held in trust in favour of the purchasing company till the time the shares are transferred in the CDC blocked account.
CHAPTER IV
MISCELLANEOUS
14. Disposal of the Treasury Shares and procedure.- (1) The treasury shares
shall not be sold, transferred or otherwise disposed of by the purchasing company within a period of six months from the closure of the purchase period. (2) The treasury shares shall not be sold by the purchasing company unless it has obtained approval of its members of such sale through special resolution. (3) The general meeting in which the special resolution is to be passed shall be held not later than thirty days of the date of the meeting of the board of directors in which the sale of treasury share is recommended. (4) The purchasing company shall make a public announcement as per Schedule VI on the next working day of passing of the special resolution. (5) The purchasing company shall before making the public announcement, appoint a manager to the offer to the sale in accordance with clause (iii) of regulation 10. (6) The purchasing company shall not issue further capital, other than bonus shares unless the treasury shares held by it are disposed of. (7) The purchasing company may, subject to sub-regulation (1), dispose of treasury shares in full or any part thereof in any of the following manners or combination thereof:

(a) sell the treasury shares against consideration in the market through the securities exchange's automated trading system in transparent manner, as approved by its members through special resolution; and (b) sell the treasury shares to its employees under the Companies (further issue of shares) Regulations, 2018 under the authority of a special resolution and with prior written approval of the Commission. (8) In case of sale of treasury shares the following procedure shall be followed,- (a) the decision of sale shall be made by the board of directors and such decision shall be communicated to the Commission and the securities exchange on the day the decision is made; (b) sale of treasury shares shall start not later than seven days from the date of public announcement and shall close within forty-five days from the date of special resolution wherein members give approval of the sale; or till such date that the sale is completed, whichever is earlier; (c) daily sales volume shall not be higher than twenty percent of the average traded volume over the last thirty days; and (d) the price for sale of treasury shares shall not be less than the weighted average market price for the thirty trading days immediately prior to the sale or weighted average cost per treasury share whichever is higher. (e) where the purchasing company decides to dispose of the treasury shares under clause (b), it shall annex a statement of facts to the notice of general meeting containing information required under the Act and any other law including the following:
(i) number of the treasury shares to be sold; (ii) indicative sale price; (iii) indicative amount to be raised through sale of treasury share; (iv) purpose of the sale and its benefits to the company and its shareholders; and (v) price at which the treasury shares were purchased. (9) The purchasing company shall not dispose of the treasury shares in any manner from the date of a public announcement of offer for acquisition of shares of the purchasing

company made by an acquirer under the Securities Act till the time the acquisition process is complete. (10) The purchasing company shall file the following information with the registrar concerned within thirty days of the disposal of the treasury shares:
(a) mode of disposal;
(b) maximum number of treasury shares available for sale; (c) total number of shares sold; (d) date-wise and price-wise breakup of shares sold; (e) total consideration received; (f) cumulative number of treasury shares sold to date; (g) number of balance treasury shares if any; and (h) cumulative number of shares cancelled to date. (11) The purchasing company shall report to the securities exchange the number of shares sold on daily basis for public dissemination.
15. Power to give directions:- Where the Commission is satisfied, on its own motion
or on the basis of any information received by it, that it is necessary and expedient so to do:
(a) in the interest of the shareholders of the purchasing company; (b) in the interest of investors or the market generally; or (c) to prevent the abuse of law or the process laid down in these regulations; it may issue directions to the purchasing company, any of its directors, officers, the manager to the offer appointed by the purchasing company for buy back process or any other person; including but not limited to:
(i) stopping the purchasing company at any stage from making the purchase or sale, as applicable; (ii) to do or desist from doing such acts as the Commission may determine; and (iii) carry out such steps as are necessary to rectify the situation.

16. Repeal and Saving.- (1) The Listed Companies (Buy-back of shares) Regulations,
    2016, hereinafter referred as repealed Regulations, shall stand repealed:
    Provided that repeal of repealed Regulation shall not – (a) revive anything not in force at the time at which the repeal takes effect; or (b) affect the previous operation of the repealed Regulations or anything duly done or suffered thereunder; or (c) affect any right, privilege, obligation or liability acquired, accrued or incurred under the said repealed Regulations; or (d) affect any penalty imposed, forfeiture made or punishment awarded in respect of any offence committed under the repealed Regulations; (e) affect any inspection, investigation, prosecution, legal proceeding or remedy in respect of any obligation, liability, penalty, forfeiture or punishment as aforesaid, and any such inspection, investigation, prosecution, legal proceeding or remedy may be made, continued or enforced and any such penalty, forfeiture or punishment may be imposed, as if these Regulations had not been commenced. (2) Notwithstanding the repeal of the repealed Regulations anything done, actions taken, proceedings initiated and instituted, processes or communications issued and powers conferred, assumed or exercised by the Commission under the repealed Regulations shall, on the coming into force of these regulations, be deemed to have been validly done, taken, passed, issued, initiated or instituted, conferred, assumed and exercised and every action, order, directive, notification, circular etc. issued by the Commission shall be deemed to have been validly initiated or issued and shall be proceeded with to completion and be enforced and have effect accordingly.

SCHEDULE I
OFFER LETTER IN CASE OF PURCHASE THROUGH TENDER OFFER OR PURCHASE THROUGH SECURITIES EXCHANGE [See Regulation 4(iv)] (To be on the letterhead of the purchasing company and to be sent to all its members) To: [Name and address of the member] Subject:- Offer for buy-back of shares by … (name of the purchasing company) … . Dear Sir/Madam,

1. Pursuant to the Public Announcement dated … (date of the Public Announcement) … (copy
   enclosed) by … (name of the purchasing company) … (hereinafter referred to as the Company) published in various daily newspapers on … [name and date of the Newspapers in which the Public Announcement is published] this is to inform you that the Company intends to buy-back its own … [number of shares] shares.
2. Therefore, the Company hereby makes you an offer to buy-back shares held by you at a
   purchase price of Rs. … (Purchase Price approved by members of the purchasing company in general meeting) … per share. Please note that this offer for Purchase is valid till closing of the Purchase Period, i.e., __________(date of the close of the Purchase Period).
3. In case you are willing to sell the shares or part thereof held by you in the purchasing
   company, you may;
   (a) (In case of Tender Offer) tender the same through the Share Tender Form supporting by the free-delivery note evidencing credit of shares in the designated CDC account to the manager to the offer. The Share Tender Form shall contain details of shares to be tendered, CDS account number, full name of the shareholder, father’s name/husband’s name, CNIC number, folio number, signature, phone number and postal & email addresses. (b) (In case of purchase through Securities Exchange) sell such shares or part thereof to the securities broker through the securities exchange by placing a sale order through your securities broker.
4. The manager to the offer shall acknowledge receipt of the shares.
5. Purchase shall be made in accordance with the provisions of section 88 of the Companies
   Ordinance, 1984 and the Listed Companies (Buy-back of Shares) Regulations, 2019.
6. In case of any query regarding this offer for buy-back of shares, you may contact the
   Company or the manager to the offer at the following addresses:
   [Name, phone & fax numbers and postal & e-mail addresses of the contact person of the purchasing company] _________________________

---

[Name, phone & fax numbers and postal & e-mail addresses of the contact person of the manager to the offer] _________________________ _________________________
7. The directors of the purchasing company accept full responsibility for the correctness of
information contained in this Offer Letter.
Yours truly,
Date: _______
Place: ______ [Name, signature phone number and postal address of the secretary of the Purchasing company]

SCHEDULE II
PUBLIC ANNOUNCEMENT FOR BUY BACK OF SHARES BY {NAME OF THE PURCHASING COMPANY [See Regulation 10(ii)] To be published in the newspapers and on the website of the purchasing company

1. The public announcement shall contain at least the following information:
   (a) Name and address of the registered office of the purchasing company; (b) purpose of the purchase; (c) indicative quantum of the purchase both in terms of number and as a percentage of the paid up capital of the purchasing company; (d) date of commencement of the purchase i.e., effective date of the purchase; (e) duration of the purchase period: From …( the date of commencement) to … (the date of closing) ... both days inclusive (f) name of the securities exchange; (g) name, phone number, postal and email addresses of the manager to the offer appointed by purchasing company; (h) name, contact number(s), postal & email address of the contact person(s) appointed by the Company to handle queries and complaints regarding the Purchase; (i) any other information the purchasing company deems necessary to provide.
2. It is clarified that all those persons who validly hold shares of the purchasing company are
   eligible to participate in the purchase even if their names do not appear on Members' register of the purchasing company. Date: _____ Place: _____ Name, signature & address of the Secretary of the purchasing company *

SCHEDULE III
SHARES TENDER FORM
[See Regulation 4(iv) and Regulation 5(6)]
(Letter to be sent to the purchasing company by all those shareholders of the purchasing company who accepts the offer for Purchase and intend to sell shares in full or part thereof held by them in the purchasing company) To, The Chief Executive Officer, … (full name of the manager to the offer and address of its registered office) … Subject:- Tendering of shares for sale to …... (name of the purchasing company) Pursuant to Offer Letter dated … (date of Offer Letter) … and the Public Announcement dated … (date of the Public Announcement) published in the newspapers, I hereby tender … (No. of shares) shares held by me in … (full name of the purchasing company) … for sale to … (full name of the purchasing company) through you being the manager to the offer. Free-delivery note evidencing credit of shares in the designated CDC account is attached herewith in original. Detail of the transfer is as under:- CDC Transaction ID CDC sub-account CDC Investor account No. No. of Participant shares ID Sub-account No I hereby undertake and affirm that I have read the contents of the Offer Letter and the Public Announcement. Yours truly, Date: _______ [Full name, father’s name/husband’s name, CNIC number, folio number, signature, phone number and postal & email addresses of the shareholder] *

SCHEDULE IV
FINAL REPORT ON THE PURCHASE TO BE SUBMITTED TO THE COMMISSION AND THE SECURITIES EXCHANGE BY MANAGER TO THE OFFER [See Regulation 13(iii) (f)] {To be on the letter head of the manager to the offer appointed by the Purchasing Company } To, (i) The Director, Securities and Exchange Commission of Pakistan, Islamabad. (ii) The Chief Executive, The Pakistan Stock Exchange Limited, Karachi.

As required under regulation 13 (iii) (f) of the Companies (Buy-Back of Shares) Regulations, 2019, information on the Purchase by … {Name of the purchasing company} is as under, (i) date of the board of directors meeting in which the Purchase was decided; (ii) date of the general meeting of the members of the purchasing company in which special resolution regarding the Purchase was passed; (iii) date of publication of the Public Announcement; (iv) Purchase Period; (v) Purchase price; (vi) date of publication of the Public Announcement; (vii) date of dispatch of the Offer Letters; (viii) total number of shares tendered for sale; (ix) total number of shares accepted; (x) criteria/procedure adopted for acceptance of shares; (xi) number and date of return of unaccepted shares; (xii) amount, date and mode of payment against the shares accepted; (xiii) number of treasury shares; and (xiv) number of purchased shares cancelled, if any. Yours truly, Date: _______ Place: ______ [Name, signature phone number and postal address of the manager to the offer] *

SCHEDULE V
FINAL REPORT ON THE PURCHASE TO BE SUBMITTED TO THE COMMISSION AND THE SECURITIES EXCHANGE BY THE MANAGER TO THE OFFER APPOINTED FOR PURCHASE [See Regulation 13(iii)(f)] {To be on the letter head of the Manager to the offer appointed by the Purchasing Company} To, (i) The Director, Securities and Exchange Commission of Pakistan, Islamabad. (ii) The Chief Executive, The Pakistan Stock Exchange Limited, Karachi. As required under regulation 13(iii)(f) of the Listed Companies (Buy-Back of Shares) Regulations, 2019, information on the Purchase of Shares by {Name of the purchasing company} is as under, (a) date of the board of directors meeting in which the Purchase was decided; (b) date of the general meeting of the members of the purchasing company in which special resolution regarding the purchase was passed; (c) date of publication of the public announcement; (d) total number of shares purchased; (e) date-wise and price-wise breakup of the purchase; (f) high, low and weighted average price of shares purchased; (g) total amount of cash paid for the Purchase; (h) number of Treasury Shares and their percentage to paid-up capital; and (i) in case of cancellation of any purchased shares, number of shares cancelled. Yours truly, Date: ____ Place:__ [Name, signature phone number and postal address of the secretary of the manager to the offer] *

SCHEDULE VI
PUBLIC ANNOUNCEMENT FOR SALE OF TREASURY SHARES BY {NAME OF THE COMPANY} [See Regulation 14(iv)] To be published in the newspapers and website of the purchasing company (1) The public announcement shall contain at least the following information:
(a) Name and address of the registered office of the purchasing company; (b) purpose of the sale; (c) indicative quantum of the sale both in terms of number and as a percentage of the paid up capital of the company; (d) date of commencement of the sale i.e., effective date of the sale; (e) duration of the sale period: From …( the date of commencement) to … (the date of closing) ... both days inclusive (f) name of the securities exchange; (g) name, phone number, postal and email addresses of the manager to the offer appointed by the company; (h) any other information the purchasing company deems necessary to provide. Date: _____ Place: _____ [Name, signature & address of the Secretary of the company] [No. CSD/BBR/124/2018]