Notice of Extraordinary General Meeting
Notice is hereby given that pursuant to the order of the Securities and Exchange Commission of Pakistan (SECP) dated March 28, 2024, an Extraordinary General Meeting (EOGM) of the members of Pakistan International Airlines Corporation Limited (PIACL) (the "Company") will be held at 10:00 AM on April 19, 2024, PIA Training Centre (PTC), Star Avenue, near PIA Head Office, Karachi, to transact following business:
Special Business:
1. To consider and, if thought fit, to pass with or without modifications, following resolution for inter alia, a corporate restructuring/reorganization of the Company involving the bifurcation/separation of the Company into two segments/undertakings i.e. Core Undertaking and Non-Core Undertaking, along with ancillary matters thereto in accordance with the Scheme of Arrangement (SOA) dated March 28, 2024, as approved by the Board of Directors of the Company on March 25, 2024.
Resolution to be passed by the requisite majority of members of the Company under Sections 279 and 282 of the Companies Act - 2017 is as under:
"RESOLVED THAT the Scheme of Arrangement (SOA) dated March 28, 2024, prepared under the provisions of Sections 279 to 283 and 285 of the Companies Act - 2017 for inter alia, bifurcation/separation of PIA into two segments/undertaking i.e. the Core Undertaking and the Non-Core Undertaking with all ancillary and incidental matters thereto placed before the meeting for consideration and approval be and is hereby approved along with any modifications/amendments required or conditions by the Securities and Exchange Commission of Pakistan."
FURTHER RESOLVED THAT the Chief Executive Officer and Company Secretary be and are hereby singly authorized to complete any or all necessary corporate, legal and regulatory compliances and formalities to give effect to the above, including to sign, execute, deliver and issue on behalf of the Company, all such notices documents, forms, instruments and any other papers of any whatsoever that may be required in connection with the above resolution(s) to obtain No Objection Certificates (NOCs) from third parties and to complete regulatory requirements including filling required documents with the Securities and Exchange Commission of Pakistan (SECP) and other regulatory authorities, as required."
Attached to this notice is a statement of material facts in relation to the aforesaid special business as required under Section 134(3) of the Act and Statement as required under Section 281 of the Act.
Other Business:
1. To transact any other business with the permission of the Chair.
Date: March 29, 2024
Place: Karachi
Statement of Material Facts Under Section 134(3) of the Companies Act - 2017
WHEREAS it has been proposed by the Privatization Commission that Pakistan International Airlines Corporation Limited (the PIA) be reorganized as per the Scheme of Arrangement (SOA) (as presented before the Board of Directors) with PIA Holding Company Limited (Holdco) and the Board of Directors of PIA in its meeting held on March 25, 2024, has decided to enter into an arrangement with Holdco in terms of Scheme of Arrangement (Scheme) under Sections 279 to 283 and 285 of the Companies Act - 2017 (Act) for the corporate restructuring/reorganization of PIA and Holdco.
Subject the sanction of the Scheme by Securities and Exchange Commission of Pakistan (SECP) under the Scheme, the business/undertaking of PIA shall be bifurcated/separated into two segments/undertaking i.e. the Core Undertaking and the Non-Core Undertaking. Simultaneously, the Non-Core Undertaking (as defined in the Scheme) shall be merged/amalgamated with and into the Holdco, by transferring to and vesting in Holdco the assets, business, rights, properties, investments, liabilities, benefits, powers, contracts, authorizations, obligations etc. comprising the Non-Core Undertaking with effect on and from the Effective Date (as defined in the Scheme) against the entire share capital of PIA being issued in favour of Holdco (the Arrangement). The Core Undertaking shall remain with PIA.
The proposed Arrangement along with all ancillary and related matters thereto shall be effective by the way of the Scheme in accordance with the provisions of Sections 279 to 283 and 285(8) of the Companies Act - 2017. The Scheme has been filled with the SECP on March 28, 2024. The rearrangement of assets and liabilities through the Scheme will not have any impact on the valuation of shares held by existing shareholders of PIA as all assets and liabilities of PIA and its subsidiaries will remain under the umbrellas of Holdco as part of the Scheme. The interests of the existing shareholders of PIA will be protected as their equity holding in PIA will be cancelled and fresh shares will be issued in Holdco (the Holdco Shares) in the same proportion as the erstwhile shareholders of PIA held in PIA; simultaneously PIA will become wholly-owned subsidiary of Holdco.
A copy of the Scheme is available for inspection to any person entitled to attend the Extraordinary General Meeting, at the registered office of PIA situated at PIA Building, Jinnah International Airport, Karachi, free of cost during normal office hours. Copies of the same may also be obtained upon request by such persons from registered office of PIA free of cost during normal office hours. Furthermore, in accordance with the provisions of Section 282(2) of the Companies Act - 2017, a copy of the Scheme has been enclosed with the notice of the meeting circulated to the members of PIA.
Assets, properties, investments, rights, liabilities, obligations etc. comprising the Core Undertaking and Non-Core Undertaking are based on the audited financial statements of PIA for the period January 1, 2023 - September 30, 2023. The Non-Core Undertaking primarily comprises the non-core business/investment portfolio of PIA. The split balance sheet of PIA, as at the Effective Date, detailing the breakup-ups of the Non-Core Undertaking and the Core Undertaking, inclusive of certain notes, is attached as Annexure E to the Scheme. Objects and benefits of the arrangement are also provided in detail in the scheme.
Details pertaining to the consideration for the Arrangement including ordinary shares to be issued by Holdco are stipulated in the Scheme.
No director of the company has any interest, whether directly or indirectly, except to the extent of their shareholding held by them in the respective company and for the executive directors their employment within the respective company. Directors are also interested to the extent of remuneration and benefits as per the policy of the respective company. The effect of this Scheme on the interests of these directors does not differ from the respective interests of the shareholders of PIA and Holdco, except to the extent stipulated herein.
In view of the above, the Board of Directors of the Company have approved and recommended the Scheme along with the arrangements stipulated thereunder which have been described above.
Meeting notice in March 29 newspaper:
Abbas
