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Pakistan Telecommunication Company Limited’s notice of book closure

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by September 21, 2011 Miscellaneous

Karachi: In compliance with the KSE Listing Regulation No. 18(2), enclosed please find a copy of the Notice of Book Closure prior to publication and dispatch to the shareholders.

Pakistan Telecommunication Company Limited

Notice of Book Closure

We are pleased to intimate that the Share Transfer Books of the Company will remain closed from October 12, 2011 to October 19, 2011 (both days inclusive) for the purpose of Sixteenth Annual General Meeting scheduled to be held on Wednesday, 19th October 2011 at 10:30 a.m. at the Islamabad Serena Hotel, Sheesh Mahal Hall, Opposite Convention -Center, Sector G-5, Khayaban-e-Suhrwardy, Islamabad.

Enclosed please find a copy of the Notice of the Annual General Meeting to be held on 19th October, 2011 for circulation amongst your members.

Notice of the Sixteenth Annual General Meeting

Notice is hereby given that the Sixteenth Annual General Meeting of Pakistan Telecommunication Company Limited will be held on Wednesday, 19th October, 2011 at 10:30 a.m. at the Islamabad Screna Hotel, Sheesh Mahal Hall, Khayaban-e-Suhurwardi, Sector G-5, Opposite Convention Centre, Islamabad, to transact the following business:

Ordinary Business:

1. To confirm the minutes of the last AGM held on 28th October, 2010.

2. To receive, consider and adopt the Audited Accounts for the year ended 30th June, 2011, together with the Auditors’ and Directors’ reports.

3. To approve the interim cash dividend of 17.5% (Rs. 1.75 per share) already declared and paid for the year ended 30th June, 2011.

4. To appoint Auditors for the financial year ending 30th June, 2012 and to fix their remuneration. The retiring Auditors M/s A.F. Ferguson and Co., Chartered Accountants and M/s Ernst and Young Ford Rhodes Sidat Hyder, Chartered Accountants, being eligible, offer themselves for reappointment.

Special Business:

5. To consider and if deemed appropriate, pass the following resolution with or without amendment.

“Resolved that the Board of Directors of the Company be and are hereby authorized to dispose of the Company’s undertaking in the Maskatiya Communications (Pvt,) Limited (MAXCOM) (a wholly owned subsidiary of the Company) by way of voluntary winding up.”

6. To transact any other business with the permission of the Chair.

The statement of special business as required under section 160(1)(b) of the Companies Ordinance, 1984 is attached with the notice.

Notes:

1. Any member of the Company entitled to attend and vote at this meeting may appoint any person as his/her proxy to attend and vote instead of him/her. Proxies in order to be effective must be received by the Company at the Registered Office not less than 48 hours before the time fixed for holding the meeting.

2. The Share Transfer Books of the Company will remain closed from 12th October, 2011 to 19th October, 2011 (both days inclusive).

3. Members are requested to notify any change in address immediately to our Shares Registrar, M/s FAMCO Associates (Pvt.) Limited at Ground Floor, State Life Building No. 1-A, I.I. Chundrigar Road, Karachi.

4. Any individual Beneficial Owner of CDC, entitled to vote at this meeting, must bring his/her original CNIC with him/her to prove his/her identity, and in case of proxy, a copy of shareholder’ s attested CNIC must be attached with the proxy form. Representatives of corporate members should bring the usual documents required for such purpose.

Statement under section 160(1)(b) of the Companies Ordinance, 1984

This statement sets out the material facts concerning special business to be transacted at the 16th Annual General Meeting of Pakistan Telecommunication Company Limited to be held on October 19, 2011.

The proposed special resolution regarding closure of Maskatiya Communication Company (Private) Limited (MAXCOM), a wholly owned subsidiary of PTCL, through voluntary winding up is necessitated by the following factors:

1. Market demand for convergence of internet with voice and video has resulted in non-viability of the standalone ISP and internet business in Pakistan. MAXCOM, which only has the internet and data license and operates as an internet and ISP business, would therefore have a non-viable future as a separate business entity.

2. Having a subsidiary i.e. MAXCOM that operates as separate business entity offering broadband services only, would not only result in competition between PTCL and its internet subsidiary and, as such, duplication of CAPEX and OPEX for the PTCL group, but would also cause confusion and duplication for its customers as the parent Company would be offering same services (and many more) that the subsidiary is offering on standalone basis.

3. MAXCOM provides high skilled customer care service through the dedicated human resource trained in this respect. The technical integration will provide PTCL with the opportunity to gain from said experience of MAXCOM thus helping to improve overall customer care of PTCL.

Background

MAXCOM, a broadband internet service provider in the cities of Karachi and Hyderabad and as such having less than 1% market share in Pakistan, was acquired in 2010 by PTCL – the largest broadband service provider of Pakistan through purchase of 100% shareholding of MAXCOM. Subsequent to the acquisition, it was decided by PTCL as well as MAXCOM to merge operation of both the entities in order to offer better and bundled services of voice, date and IPTV to MAXCOM customers on the same basis as are being offered to PTCL’s customer. Accordingly in 2011, MAXCOM was voluntarily wound up after completing the due legal process and its net assets worth Rs. 68 million were transferred to PTCL books.

Shareholders’ Value

With the liquidation of MAXCOM and transfer of its net assets to PTCL, the MAXCOM customers, employees and infrastructure stand duly integrated in PTCL thus MAXCOM ceasing to act as an independents subsidiary of PTCL. The said integration will bring value addition for PTCL group in term of savings in CAPEX and OPEX as well as improved customer care.

The Directors of the Company have no direct or indirect interest in the Special Business.

For more information, contact:
Pakistan Telecommunication Company (PTCL)
F-8 Exchange, Nazim-Ud-Din Road F-8/1, Islamabad
Tel: +9251 111 20 20 20
Fax: +9251 111 21 21 21

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