IILI PAKISTAN STOCK EXCHANGE LIMITED S '~ Stock Exchange Building, Stock Exchange Road, Karachi-74000

Phone: 111-001-122 Fax: 32437560

FOR ALL LISTED COMPANIES

Amendments to Pakistan Stock Exchange Limited Regulations relating to (i) Revised Free Float Methodology, (ii) Minimum Free Float Requirements and (iii) Reporting of

Free Float information through CDC

It is hereby informed to all Listed Companies that in exercise of powers conferred by Section 7 of the Securities Act, 2015, the Pakistan Stock Exchange Limited (PSX) has made amendments to Chapter 5 [Listing of Companies and Securities Regulations] of PSX Regulations relating to Free Float of the Listed Companies after obtaining approval of the Securities and Exchange Commission of Pakistan (SECP):

The salient features of the approved amendments are described below:

1. REVISED FREE FLOAT METHODOLOGY:

The definition of the Free Float provided under Clause 2.4 (xl) of PSX Regulations has been revised in line with Securities Act, 2015 and international best practices. A comparison of the old and new definition of Free Float is given below:

Free-Float means the number of ordinary shares Free-float: means the number of ordinary readily available for trading through the shares readily available for trading through Exchange which comprises of all outstanding the Exchange which comprises of total ordinary shares excluding the shares held by the outstanding ordinary shares excluding the following categories/persons: shares held by the following

categories/persons: (a) For Book-entry Security:

(i) Government holdings; (i) Government holdings; (ii) Directors, Sponsors and Senior (ii) Directors and sponsors; Management Officers and their (iii) In physical form; Associates; (iv) Associate companies; (iii) Shares in physical form; (v) Employee Share Schemes and not available (iv) Associate companies/Group Companies for trading by employees; (cross holdings) (vi) Strategic investors or any other category (v) Shares issued under Employees Stock that are barred from selling at the review date. Option Schemes that cannot be sold in

the open market in normal course; (b) For physical form Security: (vi) Treasury Shares; and

(vii) any other category that are barred Free-Float may be all physical shares excluding from selling at the review date. those issued to the Government, directors,

Page 1 of 3

sponsors, associate companies, employees Explanation: For the purpose of this under Employee Shares Schemes and not definition: available for trading by employees and strategic investors, who are barred from selling at the review date.

Free-Float of each Security allowed for trading shall be reviewed every six months and shall be disclosed to the public. However, in case of disinvestment by sponsors or public, Free-Float may be reviewed earlier by the Exchange;

"Sponsor" has the same meaning as defined in The Companies (Issue of Capital) Rules, 1996; and

ii. "Senior Management Officer" and "Associate" have the same meaning as defined in the Securities Act, 2015.

2. MINIMUM FREE FLOAT REQUIREMENTS:

For existing companies other than Public Sector Companies and Multinational Companies:

(a) The Listed Companies having existing Free Float less than 25% of the total issued shares and 5 million Free Float shares are required to enhance their Free Float up to both these levels by January 03, 2018 and shall at all times maintain these levels thereafter.

(b) The Listed Companies having existing Free Float not less than 25% of the total issued shares but less than 5 million Free Float shares are required to enhance their Free Float up to 5 million Free Float shares by January 03. 2018 and shall at all times maintain these levels thereafter.

(c) The Listed Companies having existing Free Float less than 25% of the total issued shares but not less than 5 million Free Float shares are required to enhance their Free Float up to 25% of their post-issue paid-up capital by January 03, 2020 and shall at all times maintain these levels thereafter.

The companies referred in (a) & (b) above are required to submit their compliance plan with quarterly progress report to the PSX until they comply with the Free Float levels.

The companies referred in (c) above shall submit their compliance plan with semi-annual progress report to PSX until they comply with the Free Float levels.

After meeting the above Free Float requirements, if the Free Float of a company falls below the required levels at any time, such company shall be required to make up the shortfall within six (6) months from quarterly Free Float reporting date indicating such fall in Free Float.

For Public Sector Companies (PSCs) and Multinational Companies (MNCs):

The minimum Free Float requirements specified in (a), (b) and (c) above shall not apply to PSCs and MNCs having 5 million or more Free Float shares. Any PSC or MNC having less than 5 million Free Float shares on January 03, 2017 shall enhance its Free Float shares within a time period as may be allowed by PSX on case to case basis.

A Listed Company which fails to meet the minimum Free Float requirement(s) within specified timeframe shall be identified distinctly on the Daily Quotation, Trading Work Stations and any other portal or publication where such information are displayed or published, for information of general public in the manner prescribed by PSX.

Page 2of3

ql/,

3. REPORTING OF FREE FLOAT THROUGH CDC:

As per the amended Clause 5.7.2 (c) of PSX Regulations, all Listed Companies are required to provide the Free Float information in accordance with the new definition of Free Float through the CDC Free Float functionality on quarterly basis [as on March 31, June 30, September 30 and December 31] each year within 1 5 days of close of the quarter. Moreover, the Listed Companies are required to submit to the PSX an annual Free Float certificate duly verified by the auditor along with the annual audited accounts as prescribed in Clause 5.6.4.(a) of the PSX Regulations.

In case ci company fails to submit the aforesaid Free Float information within the prescribed timeframe, the PSX shall impose a penalty of Rsl ,000 per day of default on such company.

NOTE: THE LISTED COMPANIES ARE ADVISED TO NOTE THE FOLLOWING:

(a) "MNC" means a company in which not less than fifty-one per cent of the share capital is held by the foreigners or where management control vest with the foreign companies.

(b) "PSC" means a company or a body corporate constituted through any special enactment and includes a Government company.

(c) The Listed Companies shall submit the Free Float information as on March 31, 2017 and onward through the CDC Free Float functionality.

(d) The Listed Companies, whose financial year closes on December 31, shall submit their annual Free Float certificate duly verified by the auditor from their financial year ending on December 31, 2017. Whereas, the Listed Companies, whose financial year closes on June 30, shall submit the said certificate duly verified by the auditor from their financial year ending on June 30, 2017.

(e) Kindly refer to amended Clauses 2.4 (xl), 5.4, 5.7.2 and 5.20 of the PSX Regulations for detail. An updated version PSX Regulations is available in Legal Framework section of PSX website.

The above amendments have been implemented with effect from January 03, 2017. Therefore, the Listed Companies are advised to take necessary measures to ensure timely compliance with the above requirements and submit their compliance plan as required under amended Clause 5.4 to the PSX latest by February 28, 2017.

Officer

Distribution: TREC Holders of PSX based at Karachi through Karachi Office TREC Holders of PSX based at Lahore through Lahore Office TREC Holders of PSX based at Islamabad through Islamabad Office

Cc:

1. The Executive Director (PRDD)-SMD, SECP 2. The Managing Director, PSX 3. The Chief Executive Officer, CDC 4. The Chief Executive Officer, NCCPL 5. The Chief Executive Officer, PMEX 6. All Heads of Departments, PSX 7. All Listed Companies of PSX through PUCARS 8. All IRE Certificate Holders of PSX 9. Notice Board & Website of PSX

Page 3 of 3