NOTICE OF BOOK CLOSURE
Securities & Exchange Commission of Pakistan (SECP) vide order dated May 3, 2024, has sanctioned the Scheme of Arrangement (SoA) under Section 279 to 283 and 285(8) of the Companies Act, 2017, between Pakistan International Airlines Corporation Limited ("PIACL") and PIA Holding Company Limited ("PIAHCL") for re-organization by:
(i) effecting reorganization of PIACL through cancellation of its current paid-up capital.
(ii) allowing PIAHCL to own 100% of the paid-up capital of PIACL.
(iii) division of PIACL by separating the Non-Core Undertaking (as defined in the Scheme of Arrangement) from PIACL and vesting the whole of the Non-Core Undertaking in PIAHCL, with the intent that (and subject to and as may be otherwise provided in this scheme), the aviation business and the businesses ancillary to aviation are retained in PIACL and the other businesses are transferred to PIAHCL.
(iv) simultaneous issuance and allotment of fully paid ordinary shares by PIAHCL to the erstwhile shareholders of PIACL.
Shareholders of PIACL are hereby notified that the share transfer books of PIA shall stand closed on May 25, 2024 ("Final Book Closure Date") for ascertaining PIACL shareholders to whom the shares of PIAHCL are to be issued in accordance with the Scheme.
Transfers received in order at the office of CDC Share Registrar Services Limited, CDC House, 99-B, Block-B, SMCHS, Main Shahrah-e-Faisal, Karachi, before Final Book Closure Date will be treated in time for the purpose of issuance/allotment of new ordinary Class "A" and Class "B" PIAHCL shares in terms of the scheme.
PIACL shall not, for purposes of determining the eligibility to the issue/allotment of PIAHCL shares, be bound to consider any transfer received by its Share Registrar after the Final Book Closure Date.
Furthermore, shareholders are hereby informed that the shares of PIACL shall no longer be traded on the Pakistan Stock Exchange (PSX) after the Final Book Closure Date.
Conversion of Physical Shares into Book Entry Form
Section 72(2) of the Companies Act, 2017 provides that every existing company shall be required to replace its physical shares with book-entry form within four (04) years from the date of the promulgation of the Act. Further, vide its letter dated March 26, 2021, Securities & Exchange Commission of Pakistan (SECP) has directed Listed Companies to pursue their such Shareholders who are still holding shares in physical form to convert the same into book entry form. In order to ensure compliance with the aforementioned provisions, all shareholders having physical shareholding are advised to open Investor Account directly with CDC or CDC sub-account with any of the CDC Participant (Stock Broker) to place their physical shares into script-less form. This will facilitate them in many ways, including safe custody and sale of shares, any time they want.
By Order of the Board
Rao Muhammad lmran
Company Secretary
Pakistan International Airlines Corporation Limited (PIACL) Head Office
Karachi Airport
Dated: May 16, 2024
