ee. WorldCall Telecom Limited ‘August 02, 2018 Muhammad Ghufran Deputy General Manager - Operations Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road hi Respected Sir Subject: Conversion of Preference Shares into Ordinary Shares This is to bring to your attention that pursuant to conversion notices received from Preference Shareholders and as permitted by the Articles of Association of the Company, WorldCall Telecom Limited (WWTL) has converted 24,100 of its Preference Shares into 297,035,881 Ordinary Shares. The Articles of Association requires the price to be used for conversion shall be 60% of the last 90 days’ volume weighted average price of the Ordinary Shares of the Company, ifthe conversion is exercised after 4th anniversary from the issue of Preference Shares. Last 90 days' volume weighted ‘average price was Rs. 2.13/- per share resulting in conversion price of Rs. 1.28/ per share after application of relevant discount on conversion of Preference Shares into Ordinary Shares, same is effected on July 18, 2018. Further to this please find enclosed to this letter * A Cerificate from the statutory auditors (dated July 10, 2018) certifying the Paid up Capital before and after the conversion; * 2 Cheques in respect of Additonal Listing Fee (under PSX Regulation No. 5.18.1) and Supervisory Fee of ‘SECP (under PSX’ Notice: PSX/N-4413) in favour of Pakistan Stock Exchange amounting to Rs. 2,732,730 and Rs. 297,036 respectively. ‘The Tax Challan and Retum of Allotment for this instance of conversion shall be shared in due course. You are requested to update the paid up capital ofthe Company to 1,499,034,657 Ordinary Shares on the basis of auditor's certificates. Thanking you Yours Sincerely For WorldCall Telecom Limtied Vatenheue Mueen Taugir Company Secretary Head Office: iol No.1586/124, Main Walton Road, Lahore Cant Tol # (+0242) 36671191-94, Fax (+92 42) 36671197 ww .woriécal.com.pkFront sanroRcneMT SCP Free no, 20519210562 GF Jun. 2013 04,2000 op ww. rannaasisesins = 10 6G ne 7.2013 Tec Eaaation Ft Fite Pit Wn (at Comet ea (CCA bleep 3,00 Eire Cao unin under Rule he Comin She Cana Yara Riya Ege sven non-voting oficris than eh peferenge share eae str lene rte to aplication dete May 13,2019 an elated documents sb nite rearing the fovementioned mbes. 2 | an pleased to nto yuu ht on he Yass of psc resohion paste! by the sarees ihe Company in extra ordity jena ecg of the emer nf he Compeny hed on My, 2013. and ‘Sreamstances of he ease, the eurpetent aul is rare anova to WovkecllTelzom Lonel (he "Cownpary) wise and 130,04) Cass and 200000. Clas 8, Camuleuse, Nol voting and converte - Preerense shaven, eel of fas wae of USD 100 per preference shart Vib fu Tied, Hala ranch (*HBI.") snd Onan Tekcommunielen Compary COmante, by way of wwse tha vig 30 tens of sein 86.1 ofthe Canes Ordinate, 19RE Ondine), 3. In the event tat the Company ser not have aici distbable profs and the wesomlsad ‘everce tind the dividend oa preference sha arid beyond he en af the ect ns of preference ‘aren be Company shal itu clay Shores oth holders referee hares feo he aceumilted Avhdends. 4.1 aon, he Company rural re he Como hn 18 ie om te onmplion sight ee of tla nurs ofprtrenc shares subserbad alongwith t beak up ina Cas A tent Clase H prfereno atures and complete dilutes with regard 22 wd efor rs Sill he ae ne rusia states of he Cama. 5. te may he noted has the sivementontd prelrenes shes shall be gow nied By the icens end ‘coun s approved by the orcler in he afreslenea diary gener! meng and ry hanges 9 the features acting the props sete of suaice Uf sures shal be tinted to te Common inwvsdely. Furr, the Company te expecta to comply with the eleven rq reeds of the Ling ‘Regulations ofthe Stock Easunge: Mercer, da Company sil esi i releveitappval are obcned Fro oder retary bodies sand when deste Please acknowledge ihre, sy ly ‘Alt aves Tram Counasson or PaKSTAN maa son PAG 192 51 9207091-4, au +82-51-9216592, 920415, ma webmaiterisece gow, Heh te: wwe secpiinkJuly 10, 2018 Ref. No. A/CO00473/17504/18 Company Secretary Worldcall Telecom Limited Plot # 1566/124, Main Walton Road Lahore Cantt. Dear Sir, PRACTICING MEMBERS’ CERTIFICATE ON “CONVERSION OF PREFERENCE SHARES AND DIVIDEND PAYABLE ON SUCH PREFERENCE SHARES TO ORDINARY SHARE CAPITAL” AS REQUIRED UNDER "PROCEDURES FOR PARTIAL CANCELLATION OF SECURITIES IN CDS DUE TO REDEMPTION OR CONVERSION” We have been requested by the management of Worldcall Telecom Limited (the Company) to provide a certificate on number of ordinary shares to be issued on conversion of preference shares into ordinary shares (the Conversion) as required under “Procedures for Partial Cancellation of Securities in CDS due to Redemption or Conversion (the Procedures)". Scope of Certificate As per Annexure D of the Procedures, statutory auditor's certificate is required for onward submission to CDS on the Conversion. This certificate is issued to certify the calculation of number of shares that may be issued on the Conversion in compliance with the Articles of Association of the Company. Management Responsibility ‘The responsibility for accurate Conversion; compliance with the Procedures, Articles of Association and regulatory formalities; compliance with other contractual requirements and obtaining relevant approvals is that of the management and those charged with governance. Auditor's Responsibility ‘Our responsibilty is to certify the position of paid-up capital, both before and after the issuance of ‘ordinary shares upon the Conversion, and certify the number of ordinary shares to be issued on the Conversion, Our verification was limited to the procedures performed on the following documents / information as provided by the management: 1. Conversion notices for Class B Preference Shares issued by M/s AMB Management Consultants (Pvt) Limited, M/s Ferret Consulting -F.2.C and Mr. Muhammad Shoaib; 2. Review of the calculation of the Conversion as per clause 17-B of the Articles of Association; 3. CDC statement showing preference shares of the Company held by M/s AMB Management Consultants (Pv) Limited, M/s Ferret Consulting ~ F.2.C and Mr. Muhammad Shoaib; and