1. To confirm the minutes of the last Annual General Meeting of the Company held on March 31, 2014.

Transcription

1 WATEEN TELECOM LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of WATEEN TELECOM LIMITED (the Company ) shall be held on Friday, October 03, 2014 at 10:00 am at Liberty Castle, 79-D-1, Main Boulevard, Gulberg-III, Lahore, Pakistan, to transact the following business: Ordinary Business 1. To confirm the minutes of the last Annual General Meeting of the Company held on March 31, Special Business 2. To consider and approve the Company s transfer of all the (i) contracts pertaining to WiMax business, including a loan component amounting to USD 10 million out of total debt portfolio (ii) assets and (iii) employees, comprising its broadband internet services business (using technology defined by the WiMAX standard) to the Company s whollyowned subsidiary Wateen WiMAX (Private) Limited ( WWPL ), to consider and approve a fresh issuance of shares by WWPL in a share for share exchange whereby Augere Holdings (Netherlands) B.V., becomes a fifty-one percent (51%) shareholder of WWPL and the Company holds WWPL s remaining forty-nine percent (49%) shares, and for these purposes to consider and if deemed fit to pass, with or without modification, addition, or deletion, the following resolutions as special resolutions: RESOLVED THAT subject to grant of all necessary regulatory approvals, the Company be and is hereby authorized to transfer all of the assets, contracts and employees comprising its broadband internet services business (using technology defined by the WiMAX standard), valued at about Rs. 3.5 billion, to the Company s wholly-owned subsidiary Wateen WiMAX (Private) Limited ( WWPL ) in exchange for issuance to the Company of one hundred percent (100%) of WWPL s ordinary shares at par value Rs. 10/- each. FURTHER RESOLVED THAT WWPL s issuance of a further 226,123,590 of its ordinary shares at par value Rs. 10/- each to Augere Holdings (Netherlands) B.V. ( Augere Holdings ), issued upon a per share premium of Rs above such par value, due to which WWPL shall become a jointly-owned operating company, with the Company holding forty-nine percent (49%) of WWPL s entire issued and paid up capital, and Augere Holdings holding the balance of fifty-one percent (51%) thereof, be and is hereby authorized and approved in terms of Section 208 of the Companies Ordinance, 1984, read with SRO No.704(1)/2011 dated July 13, 2011, whereby any disinvestment by the Company which would reduce its holding in WWPL to less than seventy-five percent (75%) requires the authority of a special resolution. FURTHER RESOLVED THAT each of the Chief Executive Officer and the Chief Financial Officer of the Company, acting singly, be and is hereby authorized to act on behalf of the Company in signing all documents, and doing and performing all acts, matters, things and deeds, to implement and/or give effect to the foregoing resolutions. 3. To consider and approve a reduction in the minimum number of Directors of the Company from seven (7) to three (3) in consequence of the de-listing of the Company with effect from February 17, 2014, and for this purpose to consider and if deemed fit to pass, with or without modification, addition, or deletion, the following resolutions as special resolutions: RESOLVED THAT in consequence of the de-listing of the Company with effect from February 17, 2014, a reduction in the minimum number of Directors of the Company from seven (7) to three (3) be and is hereby approved. FURTHER RESOLVED THAT Article 20 of the Company s Articles of Association be and is hereby amended to read as follows: The number of Directors shall not in any case be less than three (3). FURTHER RESOLVED THAT each of the Chief Executive Officer and the Chief Financial Officer of the Company, acting singly, be and is hereby authorized to act on behalf of the Company in signing all documents, and doing and performing all acts, matters, things and deeds, to implement and/or give effect to the foregoing resolutions. 4. To consider and approve numerous transactions having been entered into by the Company with its associated companies named below, and for this purpose to consider and if deemed fit to pass, with or without modification, addition, or deletion, the following resolutions as special resolutions:

2 WATEEN MULTIMEDIA (PRIVATE) LIMITED RESOLVED THAT loans of Rs. 25,283,000/- (Rupees Twenty-Five Million Two Hundred Eighty-Three Thousand Only), extended by the Company to Wateen Multimedia (Private) Limited from January 1, 2012 to date, along with mark up at the rate of 3 months KIBOR+4%, on the terms and conditions set forth in the Statement of Material Facts under Section 160(1)(b) of the Companies Ordinance, 1984 (hereinafter the Section 160(1)(b) Statement ), be and are hereby ratified/approved for regularization under Section 208 of the Companies Ordinance, FURTHER RESOLVED THAT loans aggregating Rs. 229,311,403/- (Rupees Two Hundred Twenty-Nine Million Three Hundred Eleven Thousand Only) (which amount includes mark-up and the aforementioned loan of Rs. 25,282,548/-) extended by the Company to Wateen Multimedia (Private) Limited, along with mark up at the rate of 3 months KIBOR + 4%, on the terms and conditions set forth in the Section 160(1)(b) Statement,be and are hereby ratified/approved for regularization under Section 208 of the Companies Ordinance, FURTHER RESOLVED THAT a further loan of up to PKR 120,688,597/- to be extended by the Company to Wateen Multimedia (Private) Limited, along with mark up at the rate of 1% above the borrowing cost of the Company, on the terms and conditions set forth in the Statement 160(1) (b) Statement, be and is hereby approved pursuant to Section 208 of the Companies Ordinance, WATEEN SOLUTIONS (PRIVATE) LIMITED RESOLVED THAT loans of Rs. 396,480,749/- (Rupees Three Hundred Ninety-Six Million Four Hundred Eighty-One Thousand Only), extended by the Company to Wateen Solutions (Private) Limited from January 1, 2012 to date, along with mark up at the rate of 3 months KIBOR+4%, be and are hereby ratified/approved for regularization under Section 208 of the Companies Ordinance, FURTHER RESOLVED THAT loans aggregating Rs. 1,137,709,602/- (Rupees One Billion One Hundred Thirty-Seven Million Seven Hundred Ten Thousand Only) (which amount includes mark-up and the aforementioned loan of Rs. 396,480,749/-) extended by the Company to Wateen Solutions (Private) Limited, along with mark up at the rate of 3 months KIBOR+4%, on the terms and conditions set forth in the Section 160(1)(b) Statement, be and are hereby ratified/approved for regularization under Section 208 of the Companies Ordinance, FURTHER RESOLVED THAT a further loan of up to PKR 362,290,398/- to be extended by the Company to Wateen Solutions (Private) Limited, along with mark up at the rate of 1% above the borrowing cost of the Company, on the terms and conditions set forth in the Statement 160(1) (b) Statement, be and is hereby approved pursuant to Section 208 of the Companies Ordinance, 1984 WARID TELECOM GEORGIA LIMITED RESOLVED THAT provisioning of the mark-up amount of Rs. 5,892,865/- (Rupees Five Million Eight Hundred Ninety-Three Thousand Only) from January 1, 2012 to date, accrued over the expenses incurred by the Company on behalf of Warid Telecom Georgia Limited amounting to Rs. 18,032,421/- (Rupees Eighteen Million Thirty-Two Thousand Four Hundred Twenty-One Only) approved and provisioned in the Company s Extraordinary General Meeting held on December 31, 2011, be and is hereby approved under Section 208 of the Companies Ordinance, 1984, on the terms and conditions set forth in the Section 160(1)(b) Statement. RASEEN TECHNOLOGIES (PRIVATE) LIMITED RESOLVED THAT provisioning of the mark-up amount of Rs. 6,247,542/- (Rupees Six Million Two Hundred Forty-Seven Thousand Five Hundred Forty-Two Only) from January 1, 2012 to date, accrued over the expenses incurred by the Company on behalf of Raseen Technologies (Private) Limited amounting to Rs. 18,483,509/- (Rupees Eighteen Million Four Hundred Eighty-Three Thousand Five Hundred Nine Only) approved and provisioned the Company s Extraordinary General Meeting held on December 31, 2011, be and is hereby approved under Section 208 of the Companies Ordinance, 1984, on the terms and conditions set forth in the Section 160(1)(b) Statement. WARID TELECOM INTERNATIONAL, LLC RESOLVED THAT provisioning of the mark-up amount of Rs. 13,739,134/- (Rupees Thirteen Million Seven Hundred Thirty-Nine Thousand Only) from January 1, 2012 to date, accrued over the expenses incurred by the Company on behalf of Warid Telecom International, LLC, amounting to Rs. 42,018,461/- (Rupees Forty-Two Million Eighteen Thousand Four Hundred Sixty-One Only) approved and provisioned the Company s Extraordinary General Meeting held on

3 December 31, 2011, be and is hereby approved under Section 208 of the Companies Ordinance, 1984, on the terms and conditions set forth in the Section 160(1)(b) Statement. FURTHER RESOLVED THAT regularization of the trade debts of Warid Telecom International, LLC, amounting Rs. 80,200,000/- (Rupees Eighty Million Two Hundred Thousand Only) along with mark-up thereon and on the terms and conditions set forth in the Section 160(1)(b) Statement, be and is hereby approved under Section 208 of the Companies Ordinance, SIGNING AUTHORITY FURTHER RESOLVED THAT each of the Chief Executive Officer and the Chief Financial Officer of the Company, acting singly, be and is hereby authorized to act on behalf of the Company in signing all documents, and doing and performing all acts, matters, things and deeds, to implement and/or give effect to the foregoing resolutions. STATEMENT OF MATERIAL FACTS UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984, RELATING TO THE AFORESAID SPECIAL BUSINESS TO BE TRANSACTED AT THE EXTRAORDINARY GENERAL MEETING HAS BEEN DISPATCHED TO THE SHAREHOLDERS OF THE COMPANY ALONG WITH THE RELEVANT EXHIBITS IN RESPECT THERETO. C. Other Business To consider any other business that may be placed before the meeting with the permission of the Chair. By the Order of the Board Lahore: September 10, 2014 Sajid Farooq Hashmi (Company Secretary) Notes: A. General 1. The share transfer books of Wateen Telecom Limited will remain closed from September 27, 2014 to October 03, 2014 (both days inclusive). Transfers received at THK Associates (Pvt) Limited, 2 nd Floor State Life Building No. 3, Dr. Zia-ud-Din Ahmed Road, Karachi, the Registrar and Share Transfer Office of Wateen Telecom Limited, by the close of the business on September 27, 2014, will be treated in time. 2. The Memorandum and Articles of Association, the documents specified in the Statement of Material Facts in terms of Section 160(1)(b) of the Companies Ordinance, 1984, that is meant to be annexed to and accompany this notice, information in respect of the resolutions provided above and other related information of Wateen Telecom Limited may be inspected during the business hours on any working day at the Registered Office of Wateen Telecom Limited from the date of publication of this notice till the conclusion of the Extraordinary General Meeting. 3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him/her. 4. The instrument appointing a proxy, together with Power of Attorney, if any, under which it is signed or a notarially certified copy thereof, should be deposited, with the Company Secretary, Wateen Telecom Limited, 4 th Floor, New Auriga Center, Main Boulevard, Gulberg III, Lahore, not less than 48 hours before the time of holding the meeting. 5. If a member appoints more than one proxy, and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid. B. CDC Account Holders 1. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the Form. 2. Attested copies of the CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form. 3. The proxy shall produce his/her original CNIC or original passport at the time of meeting. 4. In case of Government of Pakistan/State Bank of Pakistan/Corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted along with proxy Form. 5. Shareholders are requested to notify any change in their addresses immediately.

4 STATEMENT UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984 This statement is annexed to the Notice of the Extraordinary General Meeting of Wateen Telecom Limited to be held on Friday, October 03, 2014 at 10:00 am at Liberty Castle, 79-D-1, Main Boulevard, Gulberg-III, Lahore, Pakistan, at which certain special business is to be transacted, and the purpose of this statement is to set out all material facts concerning such special business. TRANSFER OF ASSETS TO AND DISINVESTMENT FROM WATEEN WIMAX (PRIVATE) LIMITED The Company proposes to transfer all of its WiMAX-based broadband internet services related assets as are listed below (the WiMAX Assets ) worth about Rs. 3.5 billion to its wholly-owned subsidiary Wateen WiMAX (Private) Limited (incorporated on December 6, 2012) ( WWPL ) in exchange for ordinary shares of WWPL and thereupon proposes to consolidate WWPL s business with that of Augere Pakistan (Private) Limited ( Augere Pakistan ) and Sharp Communications (Private) Limited ( Sharp ), which are respectively the direct and indirect wholly-owned subsidiaries of Augere Holdings (Netherlands) B.V. ( Augere Holdings ), through a share exchange which is also more particularly described below, whereby Augere Pakistan and Sharp will respectively become the direct and indirect wholly-owned subsidiaries of WWPL, Augere Holdings is expected to hold about 51% ownership interest in WWPL, and the Company is expected to hold about 49% ownership interest in WWPL. Tangible Fixed Assets: Major Category Revalued at July 10,2014 (PKR) Information Technology 2,704,873 Motor Vehicles 15,650,000 Office Equipment 18,665 RentedOut Equipment 119,964,929 Telecom Equipment 3,076,037,922 Capital Work in progress 26,789,517 Total 3,241,165,906 Intangible Fixed Assets: Intangible WLL license 111,506,027 Advance to DHA for WLL license 17,000, ,506,027 Inventories 154,818,077 Grand Total 3,524,490,010

5 In terms of Section 208 of the Companies Ordinance, 1984, read with S.R.O. No. 704(1)/2011 dated July 13, 2011 and with the Companies (Investment in Associated Companies/Associated Undertakings) Regulations, 2012, the passing of special resolutions by the Company s shareholders is required for any disinvestment of shares in WWPL whereby the Company s holdings therein would be reduced to less than seventy-five percent (75%) of WWPL s entire issued and paid up capital. REDUCTION IN BOARD SIZE In terms of Section 174 of the Companies Ordinance, 1984, the Company was required to have a minimum of seven Directors on its Board for so long as it remained to be a listed company. However, the Company duly underwent a de-listing process in , in consequence of which it ceased to be a listed company with effect from 17 th February, Accordingly, as the Company now enjoys the status of a public company other than a listed company in terms of Section 174 of the Companies Ordinance, 1984, the minimum number of Directors it is required to have under the said Section 174 is now three instead of seven, which the Company is now proceeding to implement through a reduction in its Board size from seven to three Directors, and a corresponding amendment to its Articles of Association. REGULARISATION AND APPROVAL OF TRANSACTIONS WITH ASSOCIATED COMPANIES (a) WATEEN MULTIMEDIA (PRIVATE) LIMITED Wateen Multimedia (Private) Limited ( Wateen Multimedia ) is an associated concern of the Company. Rizwan Ali Tiwana (CEO/Director of the Company) and Faisal Masood Khan (CFO of the Company) are shareholders of Wateen Multimedia. The Company and Wateen Multimedia entered into a commercial arrangement whereby Wateen Multimedia (i) provides air time to the Company against the settlement of outstanding loan amounts (including mark-up) on preferential / discounted rate and (ii) by utilizing Company s infrastructure, provisions cable TV services bundled in the Company triple play services. The Company is not only entitled to services and air time at substantial discounted rates, but also to 80% of EBITDA of Wateen Multimedia. The Company extended a loan of Rs. 204,028,855/- ( Initial WMM Loan ) to Wateen Multimedia for the purposes of meeting its working capital and CAPEX requirements, which loan was duly approved by the members in the EOGM dated December 31, These loans are currently being serviced by Wateen Multimedia. The Company believes that the services being offered by Wateen Multimedia continue to be beneficial for the purpose of providing triple play services to the Company s customers and is therefore desirous of (A) ratifying and regularizing (i) the Initial WMM Loan and (ii) an additional loan of Rs. 25,282,548/- ( Additional WMM Loan ) extended to Wateen Multimedia from 2012 to date along with mark-up thereon, on the terms and conditions set out as Exhibit A, and (B) extending a further loan of Rs. 120,688,597/- at the mark up and on the terms and conditions set out in Exhibit B ) hereto. The loans will be repaid through: (i) the provision of services and air time at substantial discounted rates; and (ii) the profits earned (80% of EBITDA) by Wateen Multimedia. In addition, shareholder approval is also sought as the Company s Board of was not competent to discuss and approve the matter for lack of quorum arising due to interested directors abstaining from participating in any discussions in relation to matters between the Company and Wateen Multimedia. In such circumstances, the disinterested director took the decision to take the requisite resolutions directly to the shareholders for their approval.

6 Accordingly, for the purpose of Section 208 of the Companies Ordinance, 1984, approval/ratification of shareholders is required to: i) regularize the Initial WMM Loan extended to Wateen Multimedia on the terms and conditions set out as Exhibit A hereto. ii) regularize the Additional WMM Loan extended to Wateen Multimedia, with respect to the period between January 01, 2012 to date, along with mark up at the rate of 3 months KIBOR + 4% and on the terms and conditions set out as Exhibit A hereto. iii) extend a further loan up to Rs. 120,688,597/- along with mark up to be charged thereon to Wateen Multimedia on the terms and conditions set out in Exhibit B (b) hereto. (b) WATEEN SOLUTIONS (PVT) LIMITED Wateen Solutions (Private) Limited ( Wateen Solutions ) is a subsidiary of the Company (51% shareholding) and the principal activities of Wateen Solutions is to sell and deploy telecom equipment and provide related services. In the Company s Extraordinary General Meeting dated December 31, 2011, the Company approved (i) the regularization of loans amounting to Rs. 741,228,853 extended by the Company to Wateen Solutions from 2006 to 2011 and (ii) a further loan of Rs. 196,261,811/- to Wateen Solutions (collectively referred to as the 2011 Loans ). The Company recognizes that the financial constraints could undermine the potential of Wateen Solutions. Being a majority shareholder, and possessing a significant stake in Wateen Solutions, the Company reckons that in order to enable Wateen Solutions to continue serving its customers, generate additional business and implement its future expansions strategy, the Company is desirous of (A) ratifying and regularizing (a) the 2011 Loans at the mark up and on the terms and conditions set out in Exhibit A hereto (ii) an additional loan of Rs. 396,480,749/- ( Additional WS Loan ) extended to Wateen Solutions from 2012 to date along with mark-up thereon on the terms and conditions set out as Exhibit A, and (B) extending a further loan of Rs. 362,290,398/- at the mark up and on the terms and conditions set out in Exhibit B (a) hereto.. In addition, shareholder approval is also sought as the Company s Board of Directors were not competent to discuss and approve the matter for lack of quorum arising due to interested directors abstaining from participating in any discussions in relation to matters between the Company and Wateen Solutions. Under such circumstances, the disinterested director took the decision to take the requisite resolutions directly to the shareholders for their approval. Pursuant to Section 208 of the Companies Ordinance, 1984, approval of the shareholders is required to: regularize the extended by the Company to Wateen Solutions on the terms and conditions set out in Exhibit A ; regularize the Additional WS Loan extended to Wateen Solutions, with respect to the period between January 1, 2012 to date, along with mark up at the rate of 3 months KIBOR + 4% and on the terms and conditions set out as Exhibit A hereto. extend a further loan of up to Rs. 362,290,398/- along with mark up to be charged thereon to Wateen Solutions on the terms and conditions set out in Exhibit B hereto. (c) WARID GEORGIA Warid Telecom Georgia Limited ( Warid Georgia ) and the Company are related parties by virtue of common majority shareholding. In the Company s Extraordinary General Meeting dated December 31, 2011, the shareholders approved the regularization and provisioning of expenses, amounting to Rs. 18,032,421/- incurred by the Company on behalf of Warid Georgia, along with mark-up thereon; The Company has been diligently pursuing the recovery of the provisioned amounts by engaging into discussions and negotiations with the majority shareholder of Warid International (as Warid Georgia is no longer operational), however despite the Company s best efforts to secure the recovery of the provisioned amount, the Company has, to date, not managed to effect the recovery. Notwithstanding, the Company is still hopeful of recovering the entire amount. The mark-up accrued over the provisioned amount, for the period between 2012 to date, is Rs. 5,892,865/- and accordingly, approval of the shareholders is required to regularize the following under Section 208 of the Companies Ordinance, 1984: (i) the provisioning of the mark-up amount of Rs. 5,892,865/- (accrued over the expenses incurred on behalf of Warid Georgia) along with mark-up thereon on the terms and conditions set out in Exhibit C hereto;

7 (d) WARID TELECOM INTERNATIONAL, LLC. The Company and Warid International LLC ( Warid International ) are related parties by virtue of the Company being a subsidiary of Warid International. In the Company s Extraordinary General Meeting dated December 31, 2011, the shareholders approved (a) the regularization of (i) expenses, amounting to Rs. 42,018,461/- ( WI Expenses ), along with mark-up, incurred on behalf of Warid International and (ii) trade debts of Warid International Rs. 80,200,000/- along with mark-up thereon, (b) the provisioning of an amount of Rs. 42,018,461/- (representing the WI Expenses along with mark-up) and (c) the advance of Rs. 10,000,000/- The Company has been diligently pursuing the recovery of the WI Expenses (along with the mark up thereon) by engaging into discussions and negotiations with Warid International, however despite the Company s best efforts to secure the recovery of the provisioned amount, the Company has, to date, not managed to effect the recovery. Notwithstanding, the Company is still hopeful of recovering the entire amount. The mark-up accrued over the provisioned amount, for the period between 2012 to date, is Rs. 13,739,134/-. Accordingly, approval of the shareholders is required to regularize the following under Section 208 of the Companies Ordinance, 1984: (i) to regularize the trade debts of Warid International amounting to Rs. 80,200,000/- along with mark-up thereon under the terms and conditions set out in Exhibit A hereto; and (ii) the provisioning of the mark-up amount of Rs. 13,739,134/- (accrued over the WI Expenses), from 2012 to date, on the terms and conditions set out in Exhibit C hereto; (e) RASEEN TECHNOLOGIES (PRIVATE) LIMITED Raseen Technologies (Private) Limited ( Raseen ) and the Company are related parties by virtue of common majority shareholding. In the Company s Extraordinary General Meeting dated December 31, 2011, the shareholders approved the regularization and provisioning of expenses, amounting to Rs. 18,483,509/-, incurred by the Company on behalf of Raseen, along with mark-up thereon. The Company has been diligently pursuing the recovery of the provisioned amounts by engaging into discussions and negotiations with Warid International (as Raseen is no longer operational), however despite the Company s best efforts to secure the recovery of the provisioned amount, the Company has, to date, not managed to effect the recovery. Notwithstanding, the Company is still hopeful of recovering the entire amount. The mark-up accrued over the provisioned amount, for the period between 2012 to date, is Rs. 6,247,542/- and accordingly, approval of the shareholders is required to regularize under Section 208 of the Companies Ordinance, 1984, the provisioning of the mark-up amount of Rs. 6,247,542/- (accrued over the expenses incurred on behalf of Raseen) on the terms and conditions set out in Exhibit C hereto; INTEREST OF DIRECTORS In respect of the resolutions pertaining to the transactions entered into by the Company with its associated companies or undertakings, the following Directors are concerned or interested by virtue of them also being Directors in the following companies: S. NO. NAME OF DIRECTORS WATEEN MULTIMEDIA (PRIVATE) LIMITED 1. Rizwan Ali Tiwana 2. Faisal Masood Ali Khan WATEEN SOLUTIONS (PRIVATE) LIMITED 3. Rizwan Ali Tiwana 4. Faisal Masood Ali Khan

8 The abovementioned directors adequately disclosed their interests in accordance with Section 214 and Section 216 of the Companies Ordinance, 1984, and abstained from voting in any matter pertaining to the approval or regularization of the transactions with the abovementioned associated companies. Except for the abovementioned interested directors, the Directors of the Company have no interest, whether directly or indirectly, in the transactions being approved in this Extraordinary General Meeting except to the extent of shareholding held by them in the Company. The shares and percentage of personal shareholdings by the Directors of the Company in proportion to the paid up capital of the Company are as under: S. NO. NAME OF DIRECTORS NO. OF SHARES HELD (%) SHAREHOLDING 1. H. H. Sheikh Nahayan Mabarak Al Nahayan 1, Adeel Bajwa David Burlison Rizwan Ali Tiwana Jinnah HajAli Abid Hasan Khwaja Ahmed Hosain

9 Exhibit A Regularization of Loans/Advances to Associated Companies REGULARIZATION OF LOANS/ADVANCES TO ASSOCIATED COMAPNES (OLD) REF NAME OF INVESTEE COMPANY AMOUNT OF THE (a) (b) (c) Wateen Multimedia (Pvt) Limited Wateen Solutions (Pvt) Limited Warid Telecom International LLC LOAN/ADVANCES AT AUGUST 31, 2014 Principal PKR 204,028,855 Mark Up PKR 25,282,548 Total PKR 229,311,403 Principal PKR 742,469,427 Mark Up PKR 395,240,175 Total PKR 1,137,709,602 Principal PKR 98,665,248 Mark Up PKR 37,748,337 Total PKR 136,413,585 RATE OF MARK-UP TENOR PURPOSE OF 3 months Kibor + 4% 3 months Kibor + 4% 3 months Kibor + 4% 5 years from the date of shareholders approval 5 years from the date of shareholders approval Under the payment term of each service LOAN/ADVANCE To meet working capital/ Capex requirements To meet working capital requirements Trade service DETAILS OF LOAN/ADVANCE ALREADY PROVIDED FOR OR WRITTEN OFF TO THE SAID INVESTEE COMPANY Not applicable Not applicable Already Provided: PKR 18,465,248 Proposed Provision: PKR 37,748,337

10 Exhibit B Loans to Associated Companies ADVANCES TO ASSOCIATED COMAPNES (NEW) REF (a) (b) NAME OF INVESTEE COMPANY Wateen Solutions (Pvt) Limited Wateen Multimedia (Pvt) Limited AMOUNT OF THE LOAN/ADVANCES PKR 362,290,398 PKR 120,688,597 RATE OF MARK-UP 1% above the borrowing cost 1% above the borrowing cost TENOR 5 years from the date of shareholders approval 5 years from the date of shareholders approval PURPOSE OF LOAN/ADVANCE/TRADE DEBTS To meet working capital requirements To meet working capital/ Capex requirements DETAILS OF LOAN/ADVANCE ALREADY PROVIDED FOR OR WRITTEN OFF TO THE SAID INVESTEE COMPANY Not applicable Not applicable BRIEF ABOUT FINANCIAL POSITION OF THE INVESTEE COMPANY Audited financial statements June 30, 2013 Loss after taxation PKR (35,600,818) Current Ratio: 0.80:1 Un -Audited financial statements June 30, 2013 COLLATERAL SECURITY Group Companies backed by Parent Company (Warid Telecom International LLC, UAE Backed by group Companies Profit after taxation PKR 21,025,096 Current Ratio: 0.816:1

11 Exhibit C Details of Markup on Advances to Associated Companies - Provisions ADVANCES TO ASSOCIATED COMPANIES- PROVISIONS REF NAME OF INVESTEE COMPANY AMOUNT OF THE MARKUP ON ADVANCE PKR RATE OF MARK-UP TENOR DETAILS OF LOAN/ADVANCE ALREADY PROVIDED FOR OF THE SAID INVESTEE COMPANY (a) Warid International, LLC 13,739,134 3 months Kibor + 4% Availability of funds Already Provided: Rupees Principal & Markup 42,018,461 Proposed Provision: Mark up 13,739,000 (b) Warid Telecom Georgia Limited 5,892,865 3 months Kibor + 4% Availability of funds Already Provided: Rupees Principal & Markup 18,032,421 Proposed Provision: Mark up 5,892,865 (c) Raseen Technology (Pvt) Limited 6,247,542 3 months Kibor + 4% Availability of funds Already Provided: Rupees Principal & Markup 18,483,509 Proposed Provision: Mark up 6,247,542

12 WATEEN TELECOM LIMITED FORM OF PROXY EXTRAORDINARY GENERAL MEETING THK Associates (Pvt) Limited (Acting as Share Registrar s Office for Wateen Telecom Limited) 2 nd Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi, Pakistan. I/We of being member(s) of Wateen Telecom Limited holding ordinary shares hereby appoint of (the Appointee ) and in case of failure of the Appointee to act as my/our proxy, I/we hereby appoint of who is/are also member(s) of Wateen Telecom Limited as my/our proxy in my/our absence to attend and vote for me/ us and on my/our behalf at the Extraordinary General Meeting of the Company to be held on Friday, October 03, 2014 at 10:00 am at Liberty Castle, 79-D-1, Main Boulevard, Gulberg-III, Lahore, Pakistan and / or any adjournment thereof. As witness my/our hand/seal this day of, Witnesses Signature on Five Rupees Revenue Stamp The signature should match with the specimen registered with the Company Shareholder Folio No. Or CDC Participant I.D. No. & Sub Account No.

13 Printed Matter If undelivered; Wateen Telecom Limited 4 th Floor, New Auriga Complex, Main Boulevard, Gulberg II, Lahore, Pakistan