Central Depository Company of Pakistan Limited

CENTRAL DEPOSITORY SYSTEM

(CDS)

STANDARD OPERATING
PROCEDURES
CDS STANDARD OPERATING PROCEDURES

Table of Contents
CORPORATE ACTIONS
1. Procedure for Corporate Actions (Book Closure, Notices of Meetings, Attendance of
General Meeting, Dividend Entitlement, Bonus Shares etc.)
2. Procedure for Input of Paid-up Capital / Total Issue in CDS (Listed & Unlisted)
3. Procedures for handling of Rights into Central Depository System
4. Procedure for Handling of Specie Dividend Transaction through CDS
5. Procedure for Merger
6. Procedure for Partial Cancellation of Securities in CDS due to Redemption or
Conversion
7. Procedure for Buy Back of Shares
8. Procedure for Revocation of CDS Eligibility of Redeemable Securities (such as Term
Finance Certificates, Sukkuks, etc.)
9. Procedure for Appointment of Independent Registrar / Transfer Agent for CDS Eligible
Securities Listed on Stock Exchanges.
10. Procedures for Consolidation / Sub-division.
11. Joint Procedures for Reporting of Non-Free Float of Listed Shares, Certificates,
Modaraba, Mutual Funds

ACCOUNT AND TRANSACTION CONTROL

12. Procedure for Opening & Updating of Sub-Accounts
13. Procedure for Direct Transactions (Deposit, Withdrawal, Free Delivery, Pledge and
Reason Codes for Inter & Intra Account Movement)
14. Procedure for Handling Rectification of Breach of the Provision 9.1.1(Ka)(V) of the CDC
Regulations by a Participant with respect to Collateral Account (CLA)
15. Procedures for Handling Units of Open-end Mutual Fund in CDS
16. Procedures for Settlement of Pending Trades of a Restricted / Suspended / Terminated
Participant

MARGIN TRADING SYSTEM

17. Procedure for Processing Corporate Actions Pertaining to MT Financed Securities
18. Procedure for Delivery of MT Financed Securities in the event of Suspension / Default of
MT Account Holder
CDS STANDARD OPERATING PROCEDURES

19. Procedure for Transfer of MT Financed Securities from the Main Account of an MT
Account Holder (Trading Financier - TF) to an MT Account or the Clearing Company
(NCCPL).

MARGIN FINANCING SYSTEM

20. Procedure for Processing Corporate Actions pertaining to Securities held in MF Blocked
Accounts against MF Financing
21. Procedure for Transfer of Margin Financed Securities from the Main Account of an MF
Account Holder (Margin Financier) to the Clearing Company (NCCPL)

OTHERS
22. Procedure for New Issue
23. Procedures for Action against Broker (Participant) and Dissemination of Information
CORPORATE ACTIONS

CORPORATE
ACTIONS

External
PROCEDURE FOR CORPORATE ACTIONS

CORPORATE ACTIONS GENERAL

PROCEDURES

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PROCEDURE FOR CORPORATE ACTIONS

Corporate Action General Procedure

1 Corporate Actions
For all purposes and in particular for the purpose of Corporate Actions, the records of the
Depository will, in fact be considered an extension of the Members’/Securities Holders’
Register maintained by the Issuer/Transfer Agent (R/TA). In other words the details of the
beneficial owners of the CDC’s nominee holding will be obtained from the records of the
Depository and shareholder entitlements will be determined, as far as the securities held in the
Depository are concerned, on the basis of the Beneficial Owners Report provided by the CDC.

Detailed procedures by means of which the Depository will handle the various corporate actions
involved are given in the following paragraphs.

1.1 Book Closure

A book closure period is a period during which the Issuer/Transfer Agent (R/TA) does not accept
for processing any certificates for the purpose of recording their transfer of ownership.
Traditionally, the book closure period is a device whereby, in the absence of depository systems,
the Issuer/Transfer Agent (R/TA) were given adequate time to process the large numbers of
security transfers which were invariably submitted before the cut-off date for carrying out
corporate actions.

In this regard, Issuer / R/TA shall notify to CDC (as per standard format-Annexure CA-1) of any
Book Closure period fixed by them, specifying therein the Book Closure start date and the Book
Closure end date as well as other relevant corporate action details (if applicable).

The notice mentioned above, should in accordance with the provision 12.1.1 of the CDC
Regulations be provided to CDC atleast seven (7) Business Days prior to the book closure start
date.

The Depository is required to provide to the Issuer/Transfer Agent (R/TA) a detailed breakdown
of the balance of securities standing to the credit of the CDC nominee holding in the
Members’/Securities Holders’ Register maintained by the Issuer/Transfer Agent (R/TA), in order
to enable them to distribute the benefits accruing as a result of the corporate actions to each
beneficial owners according to his entitlement and/or to forward such communication to each
beneficial owners as is required under Corporate Laws. In addition to this, the Depository does
not allow the initiation of fresh Deposit and Withdrawal requests during a book closure period.
This is to make sure that the balance of securities in the CDC’s folio in the Members’/Securities
Holders’ Register remains frozen / intact during the book closure period.

Deposit and Withdrawal requests which are pending at the end of Issuer/Transfer Agent (R/TA)
as at the first day of book closure are processed during the book closure period in accordance
with the provisions of Chapter 8 of the Central Depository Company of

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PROCEDURE FOR CORPORATE ACTIONS

Pakistan Limited Regulations, i.e. within such number of days as specified in the Companies
Act, 2017 and the CDC Regulations from the receipt of the Registerable Transfer documents.

However, Regulation 8.3A.3 provides that where Registerable Transfer Documents are not
received by the Issuer / R/TA by the 2nd Business Day after the start of book closure date then
for the purpose of the said provision it shall be deemed that dispatch of the Registerable Transfer
Documents & deposit request transaction was made after the book closure end date.

1.2 Notices of Meetings or other Notices

Where the Notice of General Meetings (GM) or any other Notice is to be given by the Issuer to
its shareholders in accordance with the requirements of the Companies Act, 2017, such Issuer
shall notify to CDC at least 7 business days before sending the statutory Notice to the
shareholder, as per Annexure CA-1.

The notice to CDC shall specify:

 The date on which statutory Notice is to be sent, and
 Details of security to which the statutory Notice relates.

On the End of Day - EoD of 4th Business Day before the relevant time, CDC shall provide the
Beneficial Owner Report (titled “List of Beneficial Owners - LOBO”) correct as of EoD on the
7th Business Day before the relevant time via download facility which contains the Registration
Details & Holding Balances of each Holder within the CDS. On the basis of the “Beneficial
Owners Report”, the Issuer shall circulate the notices to its shareholders.

*Relevant time for the purpose of 1.2 means the date on which the Issuer intends to sent notices
of meeting to the share holders

1.3 Attendance of General Meeting and/or determination of Dividend Entitlement and /

or Redemption
Issuers to distribute dividend or make redemption to Account Holders and Sub-Account Holders
on the basis of their Holding Balances and Registration Details provided in the Central
Depository Register (LOBO/SBD) as of the end of the day preceding the commencement of
Book Closure Period (Relevant Time). CDC shall provide the above details to the Issuer/Transfer
Agent (R/TA) in accordance with CDC Regulation No. 12.3.5.

The Beneficial Owners Report (titled ‘Share Book Details’ -SBD) and the gross entitlement list
will be made available to the Issuer/Transfer Agent (R/TA) immediately succeeding Business
Day after the Relevant Time. i.e. first day of Book Closure.

The above Beneficial Owners Report and Gross Entitlement List will have all the adjustments
relating to Change in Registration Details as well as Change in Holding Balances arising from
Deposit Approval Transactions & Withdrawal Approval Transactions which were existing in the
Deposit Pending Position and Withdrawal Pending Position as on the Relevant Time.

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PROCEDURE FOR CORPORATE ACTIONS

1.4 Bonus Shares

When the Board of Directors of an Issuer of Book Entry Securities recommends bonus issue on
such Book Entry Securities, the Issuer shall forthwith but in any event before book closure date
notify CDC as per Annexure CA-1 providing therein necessary details along with certified true
copy of Board Resolution and latest audited accounts or Form-7 for verification of
authorized capital as per the procedure of “Input of paid-up capital / total issue in CDS”.
The Beneficial Owners Report (titled ‘Share Book Details’ - SBD) and the gross Entitlement
List will be made available to the Issuer / R/TA immediately succeeding Business Day after the
Relevant Time i.e. first day of Book Closure.. Further, specimen confirmation letter is also
provided to Issuer / R/TA along with reporting letter.

The above Beneficial Owners Report and the Entitlement List will have the adjustments relating
to Change in Registration Details as well as Change in Holding Balances arising from Deposit
Approval Transactions & Withdrawal Approval Transactions which were existing in the Deposit
Pending Position and Withdrawal Pending Position as on the Relevant Time.

Subsequent to Board of Directors approval for the allotment of bonus shares, Issuer to:

a) allot and register the integer portion of the bonus issue, as provided in the
entitlement list, in the name of the Central Depository Company of Pakistan
Limited;
b) dispose of the fractional entitlement of account holders and sub-account holders as per
entitlement list in accordance with the relevant laws; and

c) distribute the proceeds of fractional entitlement in accordance with relevant Rules &
Regulations.
The Issuer shall forthwith notify the CDC as per Annexure CA-2 (for final Bonus) & CA-3
(Interim Bonus) once the bonus shares have been allotted and registered in the name of CDC.

Upon receipt of confirmation letter & other documents as per the requirement of the procedure of
“Input of paid-up capital / total issue in CDS”, the CDC shall credit the integer bonus entitlement
to the respective Accounts and Sub Accounts immediately after the end of Business Day on
which such confirmation letter has been received.

Note:
Credit of shares will be processed once all the requirements will be fulfilled.

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PROCEDURE FOR CORPORATE ACTIONS

Cancellation of Bonus Shares in Central Depository System (CDS):

As per the CDC Regulations 12.4.8 for cancellation of Bonus issue following Procedure shall be
followed:
1. Issuer before the defined credit date of Bonus shares may send a request letter duly signed by
authorized signatory (ies) to CDC along with the certified copy of Board Resolution in case
of interim bonus OR in case of Final Bonus Member’s Resolution of Annual General
Meeting is required for cancelation of Bonus entitlement to process cancellation into CDS.
2. A copy of intimation letter sent to PSX and SECP should also be provided prior to
cancellation of Bonus.

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PROCEDURE FOR CORPORATE ACTIONS

Annexure CA-1
(ON COMPANY’S LETTER HEAD)

Date: __________
Head of Operations
Central Depository Company of Pakistan Limited
CDC House,
99-B, Block-B, S.M.C.H.C.
Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

With reference to the provisions of Regulation Nos. 12.1.1, 12.2.1 and 12.4.1 of the CDC Regulations, we are pleased to inform
you as follows:

Name of Eligible Security: _________________

CORPORATE ACTION

Regulation No. 12.2.1

Date on which Notice of Annual / Extra Ordinary General
Meeting/ARM (including Accounts) will be sent to the shareholders.

Date of Annual / Extra Ordinary General Meeting/ARM.

Regulation No. 12.1.1

Closure of Share Transfer Books.

Regulation No. 12.4.1

Entitlements, as recommended by the Board of Directors. Interim / Final Cash Dividend at Rs.____
per shares i.e. ___%.

Issuance of Bonus in the proportion of

“____” shares for every “_____” shares held
i.e.____ %.

Date on which allotment of bonus securities is proposed to be made.

You are advised to provide us the registration details of account holders and sub-account holders in accordance with the
provisions of the Central Depositories Act, 1997 and the CDC Regulations.

Yours sincerely,

AUTHORIZED SIGNATORY (ies)

December 07, 2018 External Page 6 of 8

PROCEDURE FOR CORPORATE ACTIONS

For Final Bonus Annexure CA-2

(ON COMPANY’S LETTER HEAD)
Date: __________
Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,
In compliance with the provisions of Regulation No.12.4.5 of the CDC Regulations, we are hereby writing to
confirm as follows:
The General Body in its General Meeting held on _________________, has approved ___________% Bonus
Shares, as recommended by the Board of Directors of the Company.
The above mentioned pay-out i.e. ___________% Bonus Shares shall be distributed to the shareholders (including
Account Holders and Sub-Account Holders in the Central Depository System) whose names are appearing on the
Members’ Register of the Company as at close of business on ________________.
We further confirm that the CDC has been allotted Bonus Shares __________% in the manner as follows:
CDC’s base nominee holding in the Members’ Register as at close of
business on _____________, subject to valid adjustments of Deposit
Requests and/or Withdrawal Requests approved / rejected during the
book closure period: XXXXXXXXX

Gross CDC’s Bonus Entitlement @ _______%: XXXXXXXXX

Less: Fractional Entitlement to be distributed through Fractional

Warrants:
XXXXXXXXX
Net Bonus Entitlement allotted to CDC: For the Security
PK____________________________________ XXXXXXXXX
CDC Nominee Shareholding in the Members’ Register of the Company:
XXXXXXXXX
,

You are advised to credit the integer number of bonus shares to respective accounts of the Account Holders and
Sub-Account Holders in accordance with the Bonus Entitlement List submitted to us. The proceeds of the Fractional
Entitlement of the Account Holders and Sub-Account Holders as provided in the Bonus Entitlement List shall be
disbursed in due course in the manner prescribed under the provisions of the relevant corporate laws & regulations.
We confirm that there is no outstanding implication of Stamp Duty.
We also confirm that an amount of Rs._____________ in respect of _____________ bonus shares credited in CDS
had been paid by us via Cheque #____________against Invoice #- _______________ and as of today, no payment
to CDC is pending at our end.
We will be pleased to provide you with any other information / clarification should you so require.

Yours sincerely,

(AUTHORIZED SIGNATORY)
Encl: Annual Audited Accounts

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PROCEDURE FOR CORPORATE ACTIONS

For Interim bonus

(ON COMPANY’S LETTER HEAD) Annexure CA-3

Head of Operations Date: ___________

Central Depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.
Dear Sir,
In compliance with the provisions of Regulation No.12.4.5 of the CDC Regulations, we are hereby writing to
confirm as follows:

The Board of Directors of the company has approved Interim Bonus Shares ___________%.

The above mentioned pay-out i.e. _________% Interim Bonus Shares shall be distributed to the shareholders
(including Account Holders and Sub-Account Holders in the Central Depository System) whose names are
appearing on the Members’ Register of the Company as at close of business on ________________.

We further confirm that the CDC has been allotted Interim Bonus Shares _________% in the manner as follows:
CDC’s base nominee holding in the Members’ Register as at close of
business on ____________, subject to valid adjustments of Deposit
Requests and/or Withdrawal Requests approved / rejected during the
book closure period: XXXXXXXXX

Gross CDC’s Bonus Entitlement @ _______%: XXXXXXXXX

Less: Fractional Entitlement to be distributed through Fractional

Warrants:
XXXXXXXXX
Net Bonus Entitlement allotted to CDC: For the Security
__________________________________ XXXXXXXXX
CDC Nominee Shareholding in the Members’ Register of the Company:
XXXXXXXXX
You are advised to credit the integer number of bonus shares to respective accounts of the Account Holders and
Sub-Account Holders in accordance with the Bonus Entitlement List submitted to us. The proceeds of the Fractional
Entitlement of the Account Holders and Sub-Account Holders as provided in the Bonus Entitlement List shall be
disbursed in due course in the manner prescribed under the provisions of the relevant corporate laws & regulations.

We confirm that there is no outstanding implication of Stamp Duty.

We also confirm that an amount of Rs._____________ in respect of _____________ bonus shares credited in CDS
had been paid by us via Cheque #____________against Invoice #- _______________ and as of today, no payment
to CDC is pending at our end.

We will be pleased to provide you with any other information / clarification should you so require.

Yours sincerely,
(AUTHORIZED SIGNATORY)

Encl. Half yearly (reviewed) accounts required) for Interim Bonus.

For Issuance of Bonus Shares after 1st & 3rd Quarter, “Original Auditor’s Certificate” is required.

December 07, 2018 External Page 8 of 8

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

PROCEDURE FOR INPUT OF PAID-UP

CAPITAL / TOTAL ISSUE IN CDS (FOR
LISTED & UNLISTED SECURITIES)

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 PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Procedure for Input of Paid-up Capital / Total Issue in CDS (Listed & Unlisted)
Following are the different scenarios for input of Paid-up Capital / Total Issue in CDS.

[Link] Activity Listed / Quoted Securities Unlisted Securities

At the time of eligibility the issuer is At the time of eligibility the Issuer is
required to provide CDC; the latest required to provide CDC; the latest
Annual Audited Report or a certificate Annual Audited Report or a certificate
from the “Statutory Auditor” in terms from the “Statutory Auditors in terms
of issued capital. In case of debt of issued capital. In case of privately-
securities, Modaraba Certificates & placed debt securities, certified copy of
Closed End Funds; copy of approved relevant Term Sheet, Trust Deed
Prospectus and approval of SECP and including Supplemental Trust Deed,
relevant Stock Exchange is required. where applicable, is required.

The last annual audited report shall be The last annual audited report shall be
submitted in all the cases except for submitted in all the cases except for
new companies who have not yet new companies who have not yet
completed their minimum period (i.e. completed their minimum period (i.e.
At the 18th months after the date of 18th months after the date of
1 time of incorporation) for audit of financial incorporation) for audit of financial
Induction statements. Original Auditor’s statements. Original Auditor’s
Certificate w.r.t paid-up capital shall be Certificate w.r.t paid-up capital shall be
submitted in such cases. submitted in such cases.

In case of a subsequent change in paid

up capital after the eligibility and prior
to induction, then the same shall be
supported by issuers’ audited financial
statements or original statutory
auditor’s certificate.
At the time of induction the paid up
capital will also be reconciled with
stock exchange quotation to confirm if
the same is published there.
Issuer is required to provide the Private and Public Unlisted Companies
following documents to CDC: shall only approaches CDC for credit of
paid rights into CDS and provide the
At the time of defining Right Issue
following documents:
Right into CDS:
2
Issue 1. Corporate action notice / Right At the time of providing Upload:
Issue Setup form. 1. Certified true copy of board
2. Certified true copy of board resolution regarding right issue.
resolution regarding right issue. 2. Form-26 (special Resolution) filed

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 PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

3. Form-26 (special Resolution) filed u/s 150 duly certified by the

u/s 150 duly certified by the Registrar in respect of increase in
Registrar in respect of increase in authorized capital (if applicable).
authorized capital (if applicable). 3. Certified true copy of SECP
4. Certified true copy of SECP Approval in case of right issue at a
Approval in case of right issue at a discount.
discount. (not applicable for listed 4. Form 7 (alteration in share capital)
Security in case where discount is filed u/s 85 of the Companies Act
upto 10%) 2017 duly certified by the Registrar,
5. Form 7 (alteration in share capital) (if applicable can also be obtained).
filed u/s 85 of the Companies Act For the purpose of points 2 & 4 above,
2017 duly certified by the Registrar, latest audited accounts reflecting
(if applicable can also be obtained). updated authorized capital can be
For the purpose of points 3 & 5 above, submitted in lieu of form 26 & form 7.
latest audited accounts reflecting 5. Letter for Authorization to Upload
updated authorized capital can be Data.
submitted in lieu of form 26 & form 7.
At the time of credit of right Issue:
At the time of providing Upload: 1. Allotment confirmation letter along
1. Letter for Authorization to Upload with CDC fee as per approved tariff
Data. scheduled.
At the time of credit of right Issue: 2. Original Certificate from “Statutory
Auditor” as per the mentioned
2. Allotment confirmation letter along
guidelines in Annexure A.
with CDC fee as per approved tariff
scheduled. 3. Representation from the Issuer is
required as per Annexure D.
3. Original Certificate from “Statutory
Auditor” as per the mentioned Note: Credit of shares will be
guidelines in Annexure A. processed once all the requirements will
be fulfilled (Note: notice of allotment
4. Representation from the Issuer is
will be construed as received on the
required as per Annexure D. date when all requirements is fulfilled
Note: Credit of shares will be by the issuer
processed once all the requirements will
be fulfilled (Note: notice of allotment
will be construed as received on the
date when all requirements is fulfilled
by the issuer
Issuer / RTA is required to provide the Issuer / RTA is required to provide the
following documents to CDC at the following documents to CDC at the
time of defining Bonus into CDS: time of defining Bonus into CDS:
3 Bonus
1. Corporate action notice. 1. Corporate action notice.
2. Certified true copy of board 2. Certified true copy of board
resolution. resolution.

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PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

3. Latest audited accounts or Form-7 3. Latest audited accounts or Form-7

for verification of authorized for verification of authorized
capital. capital.
4. Form-26 (special Resolution) filed 4. Form-26 (special Resolution) filed
u/s 150 duly certified by the u/s 150 duly certified by the
Registrar in respect of increase in Registrar in respect of increase in
authorized capital (if applicable). authorized capital (if applicable).

At the time of credit of Bonus:

At the time of credit of Bonus:
5. Allotment confirmation letter along
5. Allotment confirmation letter along
with CDC fee as per approved tariff
with CDC fee as per approved tariff
scheduled.
scheduled.
6. Credit of shares will be processed
6. Credit of shares will be processed
once all the requirements will be
once all the requirements will be
fulfilled (Note: notice of allotment
fulfilled (Note: notice of allotment
will be construed as received on the
will be construed as received on the
date when all requirements is
date when all requirements is
fulfilled by the issuer.
fulfilled by the issuer.
Procedures for Cancellation of Bonus
Procedures for Cancellation of Bonus
Shares in Central Depository System
Shares in Central Depository System
(CDS):
(CDS):
As per the CDC Regulations 12.4.8 for
As per the CDC Regulations 12.4.8 for
cancellation of Bonus issue following
cancellation of Bonus issue following
Procedure shall be followed:
Procedure shall be followed:
1. Issuer before the defined credit date
1. Issuer before the defined credit date
of Bonus shares may send a request
of Bonus shares may send a request
letter duly signed by authorized
letter duly signed by authorized
signatory (ies) to CDC along with
signatory (ies) to CDC along with
the certified copy of Board
the certified copy of Board
Resolution in case of interim bonus
Resolution in case of interim bonus
OR in case of Final Bonus
OR in case of Final Bonus
Member’s Resolution of Annual
Member’s Resolution of Annual
General Meeting is required for
General Meeting is required for
cancelation of Bonus entitlement to
cancelation of Bonus entitlement to
process cancellation into CDS.
process cancellation into CDS.
2. A copy of intimation letter sent to
2. A copy of intimation letter sent to
PSX and SECP should also be
SECP should also be provided prior
provided prior to cancellation of
to cancellation of Bonus.
Bonus.

October 19, 2017 External Page 4 of 13

 PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Issuer is required to provide the Issuer is required to provide the

following documents to CDC: following documents to CDC:

At the time of defining Further Issue At the time of defining Further Issue
without Rights Issue into CDS: without Rights Issue into CDS:
1. Certified true Copy of SECP 1. Certified true Copy of SECP
approval approval
2. SECP Certified true copy of special 2. SECP Certified true copy of special
resolution (Form 26) (in respect of resolution (Form 26) (in respect of
approval of issuance of further issue of approval of issuance of further issue of
shares) shares)
3. SECP Certified true copy of special 3. SECP Certified true copy of special
resolution (Form 26) filed u/s 172 duly resolution (Form 26) filed u/s 172 duly
certified by the Registrar Joint Stock certified by the Registrar Joint Stock
Companies. (in respect of increase in Companies. (in respect of increase in
authorized capital) (if applicable) authorized capital) (if applicable)
Further 4. SECP Certified true copy of Form-7 4. SECP Certified true copy of Form-7
Issue of OR Annual Audited Accounts for OR Annual Audited Accounts for
Shares authorized capital. authorized capital.
Other
than At the time of providing Upload: At the time of providing Upload:
4 Rights 5. Issuer to provide Letter for 5. Issuer to provide Letter for
(against Authorization to Upload Data. Authorization to Upload Data.
cash or
other
At the time of credit of Further Issue At the time of credit of Further Issue
than
without Rights: without Rights:
cash)
6. Allotment confirmation letter along 6. Allotment confirmation letter along
with CDC fee as per approved tariff with CDC fee as per approved tariff
scheduled. scheduled.
7. Certificate from the “Statutory 7. Certificate from the “Statutory
Auditor” as per the guidelines in Auditor” as per the guidelines in
Annexure B. Annexure B.
8. Credit of shares will be processed 8. Credit of shares will be processed
once all the requirements will be once all the requirements will be
fulfilled (Note: notice of allotment fulfilled (Note: notice of allotment
will be construed as received on the will be construed as received on the
date when all requirements is date when all requirements is
fulfilled by the issuer. fulfilled by the issuer.
9. Representation from the Issuer is 9. Representation from the Issuer is
required as per Annexure D. required as per Annexure D.

New Issuer is required to provide the Issuer is required to provide the

5 following documents to CDC: following documents to CDC:
Issue

October 19, 2017 External Page 5 of 13

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

At the time of defining New Issue into At the time of defining New Issue into
CDS: CDS:
1. Certified true Copy of SECP In case of privately-placed debt
approval of IPO. securities, certified copy of relevant
2. Copy of approved Prospectus Term Sheet, Trust Deed including
Supplemental Trust Deed (where
3. Approval of Pakistan Stock
applicable) is required.
Exchange.

At the time of providing Upload: At the time of providing Upload:

1. Letter for Authorization to Upload 1. Letter for Authorization to Upload
Data. Data.
At the time of credit of New Issue: At the time of credit of New Issue:
1. Allotment confirmation letter along 1. Allotment confirmation letter along
with CDC fee as per approved tariff with CDC fee as per approved tariff
scheduled. scheduled. .
2. Certificate from the “Statutory 2. Certificate from the “Statutory
Auditor” as per the guidelines in Auditor” as per the guidelines in
Annexure B. Annexure B.
3. Representation from the Issuer is 3. Representation from the Issuer is
required as per Annexure D. required as per Annexure D
Credit of shares will be processed once Credit of shares will be processed once
all the requirements will be fulfilled all the requirements will be fulfilled
(Note: notice of allotment will be (Note: notice of allotment will be
construed as received on the date when construed as received on the date when
all requirements is fulfilled by the all requirements is fulfilled by the
issuer. issuer.

October 19, 2017 External Page 6 of 13

 PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Transferee Company is required to Transferee Company is required to

provide the following documents to provide the following documents to
CDC: CDC:

At the time of defining Merger / De- At the time of defining Merger / De-
Merger: Merger:

1. Corporate action notice which 1. Corporate action notice which should

should include the following: include the following:
 Final Book Closure Date on  Final Book Closure Date on
Transferee Company’s Letter Transferee Company’s Letter
Head Head
 Swap Ratio  Swap Ratio
 Date of Allotment  Date of Allotment

2. Certified true copy of board 2. Certified true copy of board

resolution (should be passed & resolution (should be passed &
provided by Transferee Company provided by Transferee Company
and Transferor Company). and Transferor Company).
3. Court Certified copy of scheme of
Merger / 3. Court Certified copy of
Merger / Amalgamation and the
6 De- scheme of Merger / Amalgamation
order of Competent Authority.
Merger and the order of Competent
4. Court Certified copy of Order of Authority.
applicable competent authority such
4. Court Certified copy of Order of
as SECP or SBP (Except for cases
applicable competent authority such
where the merger take place
as SECP or SBP (Except for cases
between wholly owned subsidiaries
where the merger take place
and holding companies, no SECP
between wholly owned subsidiaries
approval is required as per section
and holding companies, no SECP
284 of the Companies Act, 2017). approval is required as per section
5. Letter from the Issuer (as a 284 of the Companies Act, 2017).
shareholder) i.e. Transferor and/or 5. Letter from the Issuer (as a
Transferee (as applicable) for shareholder) i.e. Transferor and/or
cancellation of inter-company Transferee (as applicable) for
holding. (If Applicable)
cancellation of inter-company
6. NOC – No Objection Certificate holding. (If Applicable)
from the custodian participant (as
per the standard format) for the 6. NOC – No Objection
cancellation of intercompany Certificate from the custodian
holding under their control (not participant (as per the standard
applicable to CDC Investor format) for the cancellation of
Account Services). (If Applicable) intercompany holding under their
. control (not applicable to CDC

October 19, 2017 External Page 7 of 13

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Investor Account Services). (If

Applicable)
At the time of credit of Merger / De-
Merger: At the time of credit of Merger / De-
1. Allotment confirmation letter along Merger:
with CDC fee as per approved tariff 1. Allotment confirmation letter along
scheduled. with CDC fee as per approved tariff
2. Certificate from “Statutory Auditor” scheduled.
as per the guidelines in Annexure C 2. Certificate from “Statutory Auditor”
/ C-1. (Auditor’s certificate will not as per the guidelines in Annexure C
be applicable in case of merger of / C-1. (Auditor’s certificate will not
wholly- owned subsidiary be applicable in case of merger of
company) wholly- owned subsidiary
3. Representation from the Issuer is company)
required as per Annexure D. 3. Representation from the Issuer is
4. CRO Certified true copy of Form 7 required as per Annexure D.
filed, where as a result of Merger 4. CRO Certified true copy of Form 7
the authorized share capital of filed, where as a result of Merger
Transferee Company needs to be the authorized share capital of
increased. Transferee Company needs to be
increased.
Credit of shares will be processed once Credit of shares will be processed once
all the requirements will be fulfilled all the requirements will be fulfilled
(Note: notice of allotment will be (Note: notice of allotment will be
construed as received on the date when construed as received on the date when
all requirements is fulfilled by the all requirements is fulfilled by the
issuer issuer.

Notes:
1. In case of change in paid-up capital, due to any reason not mentioned in this document,
CDC would require “original statutory auditor’s certificate” along with other relevant
documents which would vary on a case to case basis.

2. All certificates from the statutory auditors shall be submitted in original.

October 19, 2017 External Page 8 of 13

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Annexure A

Guidelines for Auditor’s certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures
shall confirm the following as a minimum requirement:

1. Revised paid up capital and receiving of subscription amount.

2. That all requirements with regards to allotment of shares in the name of CDC have
been fulfilled by the Issuer.

3. That conditions (if any) imposed by the regulatory body in respect of rights at a
discount have been fulfilled by the Issuer in every respect.

Note:
1. Regarding serial number 3 above, the issuer instead of getting it certified from the
statutory auditor can either submit final approval of Regulatory body stating that
conditions imposed, if any, have been fulfilled or a confirmation from their external
legal advisor to this effect.

2. Where securities are issued in physical, the auditor’s certificate should confirm all the
stated requirements of the Annexure with the exception of point no. 2.

3. It shall be specifically mentioned in the certificate that the Auditor issuing the
certificate is the Statutory Auditor of the Issuer.

October 19, 2017 External Page 9 of 13

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Annexure B

Guidelines for Auditor’s certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures
shall confirm the following as minimum requirement:

1. In case of new issue, confirming the total issue / paid-up capital and receiving of
subscription amount in case of cash or other consideration in case of other than cash.
OR
In case of further issue, confirming the revised paid up capital / total issue and
receiving of subscription amount in case of cash or other consideration in case of
consideration other than cash.

2. That all requirements with regards to allotment of securities in the name of CDC have
been fulfilled by the Issuer.

3. That conditions (if any) imposed by the regulatory body have been fulfilled by the
Issuer in every respect.

Note:
1. Regarding serial number 3 above, the issuer instead of getting it certified from the
statutory auditor can either submit final approval of Regulatory body stating that
conditions imposed, if any, have been fulfilled or a confirmation from their external
legal advisor to this effect.

2. With respect to serial number 3 above; in cases where no special condition has been
imposed, a representation letter will be required from the issuer stating that no special
conditions were imposed and further that all ordinary conditions have been fulfilled.
3. Where securities are issued in physical, the auditor’s certificate should confirm all the
stated requirements of the Annexure with the exception of point no. 2.

4. It shall be specifically mentioned in the certificate that the Auditor issuing the
certificate is the Statutory Auditor of the Issuer. However, in case of unlisted
redeemable securities, Auditor’s certificate from QCR rated Auditors may be accepted.

October 19, 2017 External Page 10 of 13

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Annexure C

Guidelines for Auditor’s certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures
shall confirm the following as a minimum requirement:

1. Revised paid up capital of the transferee company after credit of merger.

2. That all requirement as per section 282 or 284 have been ensured by the company.

3. That all requirements with regards to allotment of Securities in the name of CDC
have been fulfilled by the Issuer, and

4. That conditions (if any) imposed by the competent authority / court have been
satisfied by the Issuer in every respect.

5. All the moveable and / or immovable assets against issuance of securities as per the
Scheme of Arrangement has been transferred to Transferee Company
,

Note:
1. Regarding serial number 4 above, the issuer instead of getting it certified from the
statutory auditor can either submit final approval of Regulatory body stating that
conditions imposed, if any, have been fulfilled or a confirmation from their external
legal advisor to this effect.

2. Where pursuant to Merger, securities of Transferee Company are issued in physical to

the shareholders of the Transferor Company; the auditor certificate should confirm all
the stated requirements of the guideline only with the exception of point no. 3.

3. It shall be specifically mentioned in the certificate that the Auditor issuing the
certificate is the Statutory Auditor of the Issuer.

October 19, 2017 External Page 11 of 13

PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Annexure C-1
Guidelines for Auditor’s certificate
The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures shall
confirm the following as a minimum requirement:

1. Revised paid up capital of the transferee company after credit of merger.

OR
In case of De-Merger, revised paid-up capital of Transferor Company after cancellation
of securities & paid-up capital of Transferee Company after issuance of securities
pursuant to Scheme of Arrangement.

2. That all requirements with regards to allotment of Securities in the name of CDC have
been fulfilled by the Issuer,

OR
That all requirements with regards to allotment of Securities by transferee company in the
name of CDC & reduction of securities of transferor company & their forthwith
cancellation pursuant to De-Merger have been fulfilled by the Issuer, and

3. That conditions (if any) imposed by the competent authority / court have been satisfied
by the Issuer in every respect.

Note:
1. Regarding serial number 3 above, the issuer instead of getting it certified from the
statutory auditor can either submit final approval of Regulatory body stating that
conditions imposed, if any, have been fulfilled or a confirmation from their external legal
advisor to this effect.

2. Where pursuant to Merger, securities of Transferee Company are issued in physical to

the shareholders of the Transferor Company; the auditor certificate should confirm all the
stated requirements of the guideline only with the exception of point no. 2.

3. It shall be specifically mentioned in the certificate that the Auditor issuing the certificate
is the Statutory Auditor of the Issuer.

October 19, 2017 External Page 12 of 13

 PROCEDURE FOR INPUT OF PAID-UP CAPITAL / TOTAL ISSUE IN CDS
(FOR LISTED & UNLISTED SECURITIES)

Annexure D
[To be printed on non-judicial stamp paper of Rs. 100]

Representations and Warranties

for allowing entering of Securities of the Issuer into the
relevant Accounts and Sub-Accounts in the CDS as Book-entry Securities
1. For the purpose of induction of Book-entry Securities representing our ordinary shares into the relevant Accounts
and Sub-Accounts in the Central Depository System (“CDS”) maintained by Central Depository Company of
Pakistan Limited (“CDC”), we, [insert name of the company], represent and warrant to and in favour of CDC that
we have fully complied with the applicable provisions of the Companies Act, 2017 and the rules and regulations
made thereunder in connection with the allotment of ordinary shares to be credited in to the CDS.
2. We are aware that CDC will rely upon the representations and warranties made hereinabove while entering Book-
entry Securities representing our ordinary shares into the relevant Accounts and Sub-Accounts in the CDS
maintained by CDC.
3. We undertake to indemnify and hold harmless CDC and each of its directors and officers against all losses,
liabilities, costs and expenses paid or payable by all or any of them (including fees and charges paid or payable to
lawyers) in connection with or arising from any or each of the representations and warranties made hereinabove
being incorrect or misleading, whether wholly or in part.
4. We intend this document to have legal effect.

5. This document and its terms will be governed by and construed in accordance with the laws of Pakistan.

Signed for and on behalf of

______________________ Limited

Signature: __________________
Name: _____________________
Title: ______________________
Dated: [Karachi/Lahore/Islamabad] _____ day of _____________ 20__
Witnesses:
1. Signature: _____________________ 2. Signature: ___________________
Name: ________________________ Name: ______________________
Address: ______________________ Address: ____________________
CNIC: ________________________ CNIC: ______________________

October 19, 2017 External Page 13 of 13

Procedure for Handling of Rights into CDS

PROCEDURES FOR HANDLING OF RIGHTS

INTO CENTRAL DEPOSITORY SYSTEM

January, 2022 External Page 1 of 18

Procedure for Handling of Rights into CDS

INDEX

Procedures: ………………………………………………………… 1- 18
1. Right issue of Registered Form Securities made by an Issuer........... 03
2. Declaration of Unpaid Rights as an eligible security... ………………..03
3. Calculation of Unpaid Rights entitlement.…………………………… 04
4. Direct credit of Unpaid Rights to the respective accounts, sub -accounts
and investor accounts in CDS………………………… ……… 04
5. Issuance and conversion of physical unpaid rights into book entry
form...…………………………………………………………………………. 05
6. Withdrawal of Unpaid Rights int o physical form...……………..……. 05
7. Pledge Transaction. ………………………………………………….. ….... 05
8. Settlement of Unpaid Rights . …………………………………………….. 05
9. Trading Period / Last date of Payment .………………………………… 05
10. Subscription of Unpaid Rights .……………………………………......... 06
11. Cancellation of initiated Right Subscription Requests …………… 06 -07
12. Allotment of Rights Shares / Certificates ….……………………. …….. 07
13. Release of Fund (collected through CDC eLoR facility - 1Link Channel
to issuer ….…………………….…….. 07
14. De-listing of Unpaid Rights Security .…………………………….. .. 07-08
15. Necessary changes in Physica l Letter of Right .…………………………08

Annexure:
1. Annexure A
2. Annexure B
3. Annexure C
4. Annexure D
5. Annexure E
6. Annexure F
7. Annexure G
8. Annexure H
9. Annexure I

January, 2022 External Page 2 of 18

Procedure for Handling of Rights into CDS

1 Right issue of Registered Form Securities made by an Issuer (Regulation #

8AA)
At the time of announcement of issuance of rights securities, the issuer of listed
security shall, forthwith upon such decision prior to commencement of the book
closure period, give notice/right security setup form to the CDC of:

 The date of distribution (credit) of Unpaid Rights into CDS.

 Ratio of Rights Entitlements (i.e. every _________ shares/certificates held

will get_________ Unpaid Rights).
Note:

Private and Public Unlisted Companies shall only approaches CDC for credit of paid
rights into CDS and submit the required documents as mentioned in point 2.1, 2.2, 2.3 &
2.4 along with the allotment of right shares requirements as mentioned in point 12 below.
However, in case of public unlisted company and/or private company intends to issue
unpaid shares in the CDS, such issuer shall comply with the Regulation 8AA &
underlying Procedures to the extent applicable on such type of securities.

2 Declaration of Unpaid Ri ghts as an eli gi ble se cu rity

Upon receipt of above mentioned announcement along with duly completed unpaid
rights security set-up form (standard format enclosed as Annexure “A”) & required
applicable document(s) from the Issuer, CDC may, in its discretion, declare the
unpaid Rights as an eligible security subject to completion of all formalities
pertaining to documentation. Thereafter, unpaid Rights security will be set up into
Central Depository System (CDS) as a new security. CDC will also give a notice of
declaration of CDS eligibility of the unpaid rights security to the Issuer, the
Commission and, to the Stock Exchange.

The security set-up form should be duly accompanied along with the following
documents:

2.1 Certified true copy of Board Resolution regarding the right issue. (It is to be
noted that the Book Closure will be performed in CDS within 30 days of the
passing of the Board Resolution)

2.2 Form-26 (special Resolution) filed u/s 150 duly certified by the Registrar in
respect of increase in authorized capital (if applicable).

2.3 Certified true copy of SECP Approval in case of right issue at a discount. (not
applicable for listed Security in case where discount is upto 10%)

2.4 Form 7 (alteration in share capital) filed u/s 85 of the Companies Act 2017 duly
certified by the Registrar, (if applicable can also be obtained).

January, 2022 External Page 3 of 18

Procedure for Handling of Rights into CDS

For the purpose of points 2.2 & 2.4 above, latest audited accounts reflecting updated
authorized capital can be submitted in lieu of form 26 & form 7. Credit of unpaid
rights will be processed once all the requirements will be fulfilled (Note: notice of
allotment will be construed as received on the date when all requirements is fulfilled
by the issuer).

In case offered rights shares / certificates are to be issued as a new separate security
such as preference shares etc, issuer shall also be required to fulfill the requirements
as defined in induction of eligible securities procedures. These requirements should
be completed before the start of book closure date.

3 Calcu lation of Unpaid Right s en titlement

As of the close of business day on the day before the first day of the book closure
period, CDS will calculate the rights entitlements in the ratio announced by the
Issuer. These rights entitlements will be accrued in the entitled accounts and / or sub-
accounts / investor accounts.

Issuer / RTA shall obtain the above entitlement lists (active and suspended
participants) along with List of Beneficial Owners (titled ‘Share Book Detail’)
immediately succeeding Business Day after the Relevant Time (Relevant time means
the end of day on the Business Day before the Book Closure starting date) from CDC.

On the basis of Share Book Detail, Issuer to notify to the account holders and/or sub-
account holders / investor account holders the entitlements, last trading & payment
date and payment procedure (standard format is enclosed as Annexure “B”) along
with circular / notice as required u/s 83 of the Companies Act 2017, within 2
business days after distribution (credit) of right entitlements into entitled
accounts or sub-accounts and / or IAS Accounts.

The fractional rights entitlements (if any) of the account holders and sub-account
holders / investor account holders shall be dealt with by the Issuer in accordance with
the applicable laws and its articles of association.

4 Di rect credit of Unpaid Rights to the resp ective account s, sub -

accounts and investor accounts in CDS

Issuer to provide the confirmation to CDC for the distribution (credit) of Unpaid
Rights (standard format is enclosed as Annexure “C”) along with jumbo physical
letter of right, to sign by CDC as renouncee (this LoR will be issued in favor of
entitled account holders, sub-account holders and IAS Account holders having
accumulative offered rights-integral portion based on entitlement list), after
reopening of share transfer books. Upon receipt of said documents, the accrued
entitlements will be credited to the entitled accounts and/or sub-accounts under
active participants in CDS as ‘unpaid Rights’ on the same day end subject to
fulfillments of all the requirements.
January, 2022 External Page 4 of 18
Procedure for Handling of Rights into CDS

In case, entitled accounts or sub-accounts are with suspended participants, Issuer will
prepare and dispatch physical Letter of Rights, based on separate rights entitlement
list of suspended participants obtained from CDS as of distribution (credit) date,
within 15 days from the re-opening of share transfer books in the manner as
applicable in case of same as the issuance of letter of rights to physical shareholders.

5 Issuance and conversi on of physical unpaid right s into book

entry form:

Physical Letter of Rights against securities held in physical form to be issued by the
issuer in jumbo form within 15 days from the reopening of share transfer books.

With regards to split of jumbo LoR, Issuer shall be required to process splitting of
physical letter of rights within 2 working days or such other period prescribed by the
stock exchange from the receipt of written request.

Unpaid Rights issued in physical form can be deposited into CDS as per normal
deposit procedure. However, this process would only be allowed till 7 business day
prior to the last trading date.

Account holders / participants will send letter of rights duly signed by shareholders
and renounced in favor of CDC with securities deposit form. The other deposit
formalities will remain same.

6 Withdrawal of Unpaid Rights into physi cal form:

Unpaid Rights in book entry form can be withdrawn from the CDS for conversion in
the form of physical letter of rights as per normal procedures provided that
withdrawal request is initiated within 7 days from the date of credit of unpaid rights
into book entry form.

7 Pledge Tran saction

Unpaid rights into book entry form in CDS can be pledged in favour of eligible
pledgee as per normal procedures till the last of day of trading.

However, pledge release and pledge call facility will be available till the last date of
payment.

8 Settlement of Unpaid Right s

‘Unpaid rights’ will be available for book entry transfers immediately after the credit
into CDS for settlement.

January, 2022 External Page 5 of 18

Procedure for Handling of Rights into CDS

9 Trading Period / Last date of Payment

Issuer will determine the trading period and last date of payment for the Unpaid
Rights in accordance with the regulations of the Stock Exchange.

Trading of unpaid rights shall be discontinued five business days prior to the last
payment date so as to accommodate the last day’s subscription requests. Accordingly
movement of unpaid rights (including new pledge request) will not be allowed after
last day of trades / settlements.

Note: On next day of last payment date, CDC will make available LOBO of LoR
security to the respective R/TA of the security containing information of end of day
of last payment date for reconciliation purpose.

10 Subscription of Unpaid Right s

For the purpose of exercising the Unpaid Rights, Account holders / Participants /
CDC – Investor Account Services (IAS) will be required to initiate the Right
Subscription Request into CDS on behalf of shareholders on or before the last
payment date (As per Section 83(1)(a)(ii), last date for subscription / payment of right
shares shall not be less than fifteen (15) days and not exceeding thirty (30) days from
the date of commencement of trading based on client’s instructions in any of the
following ways:

 written request
 request received through IVR
 request received through pre notified email address
 request received through fax

Upon execution of subscription request into CDS the system will:

 Block the holding of unpaid Rights in the respective account, sub account or
investor account as “pending for subscription (payment)”.
 Transmit the Right Subscription Request details at Issuer / R/TA end for
information purposes.
 Allow the account holder / participant / CDC - IAS to obtain the Right
Subscription Request (two copies - one for the subscriber (client) and the
other for the Issuer) printouts from CDS. Standard Right Subscription Request
format is enclosed as Annexure “D”. This facility will be available any time
from the credit of un-paid rights till the last payment date.

On the basis of the Right Subscription Request printouts, Account Holder / Sub-
Account Holder / IAS Account Holder will be required to deposit the required
amount to Issuer’s designated banker to the rights issue on or before the last payment
January, 2022 External Page 6 of 18
Procedure for Handling of Rights into CDS
date. A Banker shall return client’s copy of Right Subscription Request to subscriber
duly marked as payment received.

Investor Account Holders can also directly initiate Right Subscription Request
through CDC Web Access & CDC Mobile App.

Online Payment Option for Account Holder / Sub-Account Holder / IAS

Account Holders:
CDC has introduced Online Payment facility through 1Link for rights subscription.
The Account Holder / Sub-Account Holder / Investor Account Holder can now
make online payment for their respective rights subscribed against 1Bill Payment ID
printed on the top right hand side of the Right Subscription Request (generated by
CDS) through all the available online banking channels of 1Link’s member banks
(such as internet banking, Automated Teller Machines (ATM) and mobile banking).

Partial subscription will also be allowed to the Account Holders / Sub-Account

Holders / IAS Account Holders.

Participant/CDC (only for investor account holders) will be responsible to provide

two copies of Right Subscription Request printouts to the sub-account holders and /or
investor account holders immediately after processing right subscription request
transaction.

11 Cancellation of initiated Right Subscrip tion Request s :

For cancellation of initiated Right Subscription Request, Account holder / Participant

shall be required to submit CDC a written request as per format prescribed in
“Annexure E” for cancellation of Right Subscription Request along with (two copies
of Right Subscription Request form) duly marked as cancelled.

On the basis of above-mentioned documents, CDC will execute cancellation of Right

Subscription Request in CDS and confirm the same to the concerned account holder /
participant.

Issuer / RTA will have an option to download cancelled Right Subscription Request
Report from CDS for reconciliation purposes.

Investor Account Holder who have electronically subscribed their rights shares from
CDC Web Access can also cancel the right subscription request from CDC Web
Access till the time payment has not been made against the right subscription request
Id. Once, payment has been made, no cancellation is allowed.

12 Allotment of Rights Shares / Certi ficates:

The issuer will obtain Right Subscription Requests details from “List of Right
Subscription Requests” download from CDS and payment details from Banker(s) to
the issue.

January, 2022 External Page 7 of 18

Procedure for Handling of Rights into CDS
The issuer will also obtain Online Payments Details from “Right Subscription
Payment Download” from CDS. Right Subscription Payment Download will contain
details of online paid rights subscription request.

Authorized Banker(s) will be required to forward the relevant payment details along
with paid Rights Subscriptions Request (Issuer’s copy) to the Issuer within 7 business
days from the last payment date. After the completion of the reconciliation process,
Issuer would upload the data of reconciled accounts (where payment has been made)
in CDS through a new / further issue functionality and send a confirmation letter
(standard format is enclosed as Annexure “H”) to CDC for the credit of the same
within 14 business days of the last payment date. CDC would credit the ordinary
shares / certificates against upload details of the subscribers upon receiving the
confirmation as per current practices.

The subscribers of physical Letter of Right (LoR) may also get credit of Right Shares
in its own CDS IAS or sub-account by providing its own CDS IAS or sub-account
details on page 3 or page 4 of Form R-1 of Physical Letter of Rights.

Issuer is required to provide the following documents to CDC for allotment of Right
issue:

 Letter for Authorization to Upload Data. (As per format prescribed in Annexure
“F”).
 Certificate from “Statutory Auditor” as per format prescribed in Annexure “G”.
 Allotment confirmation letter along with CDC fee as per approved tariff
scheduled. (As per format prescribed in Annexure “H”).
 Representation from the Issuer is required as per Annexure “I”.

Note:
 Credit of shares will be processed once all the requirements will be fulfilled.
 Notice of allotment will be construed as received on the date when all
requirements is fulfilled by the issuer.

13 Release of Fund (collected through CDC eLOR facility - 1Link channel) to

Issuer

 Within two business days after the last payment date, CDC will send a letter /
email to Issuer confirming the collection of subscription amount along with
complete list of Right subscribers

 After receiving the No Objection Certificate (NOC) from PSX regarding release
of Fund, Issuer will approach CDC with a request letter duly signed by authorized
signatory(ies) mentioning the details of theirs designated bank account in which
subscription amount collected by CDC through online banking channel needs to
be transferred.
January, 2022 External Page 8 of 18
Procedure for Handling of Rights into CDS
 CDC will give instruction to 1-Link for release of right subscription amount net
of applicable CDC service charges to the Issuer’s designated bank account on the
basis of above mentioned request.

14 Revocation of Unpaid Right s Secu rity

At the end of day on the last payment date, the unpaid rights security will be freezed
(excluding pending Right Subscription Requests) into respective accounts / sub-
accounts / investor accounts. The remaining balance of unpaid rights (including those
unpaid rights under pledged position) shall be considered as lapsed.

After completion of rights shares / certificates issuances in book entry form, unpaid
rights security will be revoked from the CDS.

Note: The word “Freeze” would be suffixed with the name of LoR security at the
time of revocation.

15 Necessary chan ges in Physi cal Letter of Right

Apart from necessary changes in physical Letter of Right (LoR), it will also contain
instructions for deposit of physical LoR into book entry form. Option for credit of
right securities in book entry form may also be given on physical LoR.

16 Cancellation of Right Issue (App licable on ly for Un listed

Secu rities)

Under CDC Regulation 8AA.3.7 and 8AA.3.8 cancellation of Right issue can only be
made upon receiving the SECP’s approval allowing cancellation of Right Issue and
upon completion of necessary documentation as may be required by CDC on case to
case basis.

***********************************************

January, 2022 External Page 9 of 18

Procedure for Handling of Rights into CDS

January, 2022 External Page 10 of 18

Procedure for Handling of Rights into CDS
Annexure B
DRAFT INTIMATION LETTER REGARDING RIGHT ENTITLEMENTS CONFIRMATION
<Issuer Letter Head>
CDS Account # : _____________________ Date : _____
Name : _____________________________
Father’s/Husband’s Name : ___________ Right Issue #
Address : ___________________________
____________________________________
Dear Shareholder,

In accordance with the provisions of Section 83 of the Companies Act 2017 and the provisions of the
Companies (Further Issue of Shares) Regulations, 2018 and the decision of the Board of Directors of the
Company, we are pleased to inform you that your right offer in the ratio of ______ right offer for every
_______ Share(s)/ Certificate(s) registered in your name as of _________, have been credited into your
CDS Account. Thus, physical letter of right is not required to be issued to you.
CDS Account # No. of securities Right Offer credited*

*This right offer is now available for trading & settlements in book entry form.

The right offer (at the rate of Rupee __ per share) must be accepted and paid for in full to the extent of such
subscription on or before _______________. For the purpose of exercising the right offer, you will have to
request the CDC participant / Investor Account Services (IAS) department (on behalf of IAS account
holders) to initiate Right Subscription Request transaction into CDS on your behalf. Upon execution of
right subscription request, CDC participant / IAS department will provide two copies of Right Subscription
Request printouts to you to make the payment with authorized banker(s) to the right issue as mentioned in
the right subscription request printout.

Online Payment Option for Account Holder / Sub-Account Holder / IAS Account Holders

CDC has introduced Online Payment facility through 1Link for rights subscription. The Account Holder /
Sub-Account Holder / Investor Account Holder can now make online payment for their respective rights
subscribed against 1Bill Payment ID printed on the top right hand side of the Right Subscription Request
(generated by CDS) through all the available online banking channels of 1Link’s member banks (such as
internet banking, Automated Teller Machines (ATM) and mobile banking).

If any right offer is not taken up by the CDS account holder, then these right offers shall be deemed to have
declined by you and will be treated as cancelled. In that event these will be offered to and taken up as
decided by the Board of Directors of the Company as per requirement of section 83(1) of the Companies
Act 2017.

The fractional right entitlements will be consolidated and disposed of on the Securities Exchange and
proceeds of such sale will be distributed in due course by the company in the manner prescribed under the
provisions of the applicable laws and its articles of association.

Please note that once the Right Subscription Request has been initiated by CDC Participant / IAS
Department into CDS, right offer to the extent included in such request will be blocked and therefore
cannot be traded further.

Please also note that securities against paid Right Subscription Request will be credited into your respective
CDS account within 14 business days from the last payment date.

Circular under section 83 (2) of the Companies Act 2017, along with trading and payment details are
enclosed.

Yours sincerely,
______________
Company Secretary
January, 2022 External Page 11 of 18
 Procedure for Handling of Rights into CDS

Annexure “B” Cont’d

PAYMENT OF RIGHT OFFER BY CDS ACCOUNT HOLDERS

Details of Trading, Subscription and Credit of right securities for CDS Account holders:

Activities Date
Date of commencement of trading of unpaid right at Stock Exchange(s)
Last date of trading of unpaid right
Subscription of right offer start date
Last date of subscription of right offer
Date of credit of right securities into CDS
PAYMENT PROCEDURES:
1) BANKER(S) TO THE RIGHT ISSUE:
<Banker Name>; <Banker Name>; <Banker Name>

2) EXERCISING THE RIGHT OFFER IN CDS:

a) For subscription of right offer, CDS account holder will request in writing to his CDC
participant / IAS Dept to initiate Right Subscription Request into CDS on his behalf and CDC
participant / IAS department will provide him two copies of Right Subscription Request
printouts enabling him to make the payment with authorized banker(s) to the right issue.
b) Right Subscription Request can be initiated for full or partial right offer.

3) PAYMENT:
a) Payment as indicated on Right Subscription Request should be made by cash or crossed
cheque or demand draft or pay order made out to the credit of “<Issuer Name> Right
Securities Subscription Account” through any of the authorized branches of above
mentioned bank(s) on or before dd/mm/yyyy along with Right Subscription Request duly
filled in and signed by the subscriber(s).
b) In case of Non-Resident Pakistani / Foreign shareholder, the demand draft of equivalent
amount in Pak Rupees should be sent to the Company Secretary, (Issuer Name) at the
registered office of the company along with Right Subscription Request (both copies) duly
filled and signed by the subscriber(s) well before the last date of payment.
c) All cheques and drafts must be drawn on a bank situated in the same city where Right
Subscription Request is deposited. Cheque is subject to realization.
d) The Bank will not accept Right Subscription Request delivered by post which may reach after
the closure of business on dd/mm/yyyyy unless evidence is available that these have been
posted before the last date of payment.
e) Online Payment Option for Account Holder / Sub-Account Holder / IAS Account Holders
CDC has introduced Online Payment facility through 1Link for rights subscription. The Account
Holder / Sub-Account Holder / Investor Account Holder can now make online payment for their
respective rights subscribed against 1Bill Payment ID printed on the top right hand side of the Right
Subscription Request (generated by CDS) through all the available online banking channels of 1Link’s
member banks (such as internet banking, Automated Teller Machines (ATM) and mobile banking).

4) ACCEPTANCE OF PAYMENT THROUGH RIGHT SUBSCRIPTION REQUEST:

a) Payment of the amount indicated on Right Subscription Request to the Company’s Banker(s)
to the issue or through online banking channels of 1Link’s member banks on or before
dd/mm/yyyy shall be treated as acceptance of the Right offer.
b) Two copies of Right Subscription Requests should be handed over to the Company’s
Banker(s) to the issue intact. Client’s copy of Right Subscription Request will be returned to
the subscriber whilst Issuer’s copy will be retained by the Banker for onward transmission to
the Company. The Client’s copy must be preserved and retained safely by the subscriber.
January, 2022 External Page 12 of 18
Procedure for Handling of Rights into CDS

Annexure C
(ON COMPANY’S LETTER HEAD)

Head of Operations
Central Depository Company of Pakistan Limited (the CDC)
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal, Karachi.

Dear Sir,
CONFIRMATION LETTER – UNPAID RIGHTS

In compliance with the provisions of Regulation No. 8AA.3 of the CDC Regulations and the Procedures
made there under, we are hereby writing to confirm as follows:

The Board of Directors of the Company in its meeting held on ____________ has approved ______%
Right Issue.

The above mentioned right issue i.e. ___________% shall be distributed to the shareholders (including
Account Holders, Sub-Account Holders and Investor Account Holders in the Central Depository System)
whose names appears on the Members’ Register of the Company as at close of business on
________________.

We hereby confirm that all the necessary approvals and permissions have been obtained and formalities
completed in connection with this right issue.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name
of CDC in the Unpaid Right Holders’ Register] of the [insert name of eligible security of Unpaid
Right] in the name of the Central Depository Company of Pakistan Limited in the Unpaid Right
Holders’ Register.

You are advised to credit the integer number of unpaid rights to respective accounts of the Account
Holders, Sub-Account Holders and Investor Account Holders in accordance with the Unpaid Rights
Entitlement List (only active participant / account holder accounts) submitted to us. The proceeds of the
Fractional Entitlement of the Account Holders and Sub-Account Holders as provided in the Unpaid Right
Entitlement List shall be disbursed by us in due course in the manner prescribed under the provisions of the
relevant corporate laws & article of association.
Pursuant to Regulation 8AA.3.3, we are enclosing herewith a physical Letter of Right (LoR) in jumbo form
to be signed by CDC for the purpose of renunciation for and on behalf of entitled account holders, sub-
account holders and IAS Account holders.
We also confirm that an amount of Rs._____________ in respect of _____________ unpaid right to be
credited in CDS has been paid by us via Cheque #____________against Invoice #- _______________ and
as of today, no payment to CDC is pending at our end.

We will be pleased to provide you with any other information / clarification should you so require.

Yours sincerely,

----------------------------------------
(AUTHORISED SIGNATORY)

January, 2022 External Page 13 of 18

Procedure for Handling of Rights into CDS
<ISSUER NAME> Annexure D
Registered Office : RIGHT ISSUE #
Telephone No :
Registrar :
1Bill Payment Id

RIGHT SUBSCRIPTION REQUEST

Issue of ____________ ordinary / preference securities of Rs. ____ each to be issued at Rs. _________ (Including
premium/ at discount of Rs. ___) per share payable in full on acceptance on or before DD/MM/YYYY.

NAME, FATHER’s / HUSBAND’s NAME & CNIC

ADDRESS OF SHAREHOLDER
NO. OF SHAREHOLDER

CDC Participant / CDC Sub-A/c. / House A/c. No. Right

Investor Accounts Services / CDC Investor A/c. No. Subscription Right securities to be subscribed
ID. Request No.
Number Amount – (Rupees)

Participant Name
The Directors,
<Issuer Name>,
<City name>.

Dear Sir(s),

Having paid to your Bankers, the amount payable as indicated above it is requested that the said securities may please be credited
to above mentioned CDS Account. It is agreed that these securities will be held as per terms of the Right Issue and the
Memorandum and Articles of Association of the Company. ___________________________________
**Signature of depositor
NOTE:
*In case of nationality other than Pakistan, please specify the nationality _______________________.
Signature of CDS Account Holder or a person who is signing on behalf of CDS Account Holder.
INSTRUCTION:
1. BANKER(S) TO THE RIGHT ISSUE:
(a) <Banker Name>; <Banker Name> ; <Banker Name>

2. PAYMENT:
a) Payment as indicated above should be made by cash or crossed cheque or demand draft or pay order made out to the credit of
“<Issuer Name> Right Shares Subscription Account” through any of the authorized branches of above mentioned bank(s) on
or before dd/mm/yyyy along with this Right Subscription Request duly filled in and signed by the depositor. In case of Non-
Resident Pakistani / Foreign shareholder, the demand draft of equivalent amount in Pak Rupees should be sent to the
Company Secretary, (Issuer Name) at the registered office of the company along with Right Subscription Request (both copies)
duly filed and signed by the depositor well before the last date of payment.

b) All cheques and drafts must be drawn on a bank situated in the same city where Right Subscription Request is deposited.
Cheque is subject to realization.

c) The Bank will not accept Right Subscription Request delivered by post which may reach after the closure of business on
dd/mm/yyyyy, unless evidence is available that these have been posted before the last date of payment.

d) Payment can also be made through available banking channels of 1-Link member banks (such as internet banking, Automated
Teller Machines (ATM) and mobile banking).

3. ACCEPTANCE OF PAYEMENT THROUGH RIGHT SUBSCRIPTION REQUEST :

a. Payment of the amount indicated above to the Company’s Banker(s) to the issue on or before dd/mm/yyyy shall be
treated as acceptance of the Right offer.

b. Two copies of Right Subscription Requests should be handed over to the Company’s Banker(s) to the issue intact.
Client’s copy of Right Subscription Request will be returned to the depositor whilst Issuer’s copy will be retained by the
Banker for onward transmission to the Company. The Client’s copy must be preserved and retained safely by the CDS
Account Holder.

4. CREDIT OF RIGHT SECRUTIES INTO CDS ACCOUNTS :

a) After payment has been received by the Company’s banker(s), the Right Securities will be credited into respective CDS
Accounts within 14 business days from the last payment date, through which Right Subscription Request was initiat ed. Paid Right
Subscription Request will not be traded or transferred.
Banker’s to the Issue confirmation to the Company on receipt of Subscription Amount
We confirm having received the subscription amount of Rs. _______________ for _____________________ __ share(s)/ certificates
from the CDS A/c Holder(s)/ Sub A/c holder(s)/ IAS A/c holder(s).
Bank:: ___________________ Branch: _____________________________Date:-___________________ Authorized Signature &
Stamp of Receiving Bank
<ISSUER’S COPY>
January, 2022 External Page 13 of 18
Procedure for Handling of Rights into CDS
<ISSUER NAME> Annexure D
Registered Office :
Telephone No : RIGHT ISSUE #
Registrar:
ll
1Bill Payment Id

RIGHT SUBSCRIPTION REQUEST

Issue of ____________ ordinary / preference securities of Rs. ____ each to be issued at Rs. _________ (Including
premium/ at discount of Rs. ____) per share payable in full on acceptance on or before DD/MM/YYYY.
NAME, FATHER’s / HUSBAND’s NAME & CNIC
ADDRESS OF SHAREHOLDER
NO. OF SHAREHOLDER

CDC Participant / CDC Sub A/c. / House A/c. No. Right

Investor Accounts Services / CDC Investor A/c. No. Subscription Right securities to be subscribed
ID. Request No.
Number Amount – (Rupees)

Participant Name
The Directors,
<Issuer Name>,
<City name>
Dear Sir(s),
Having paid to your Bankers, the amount payable as indicated above it is requested that the said securities may please be cre dited
to above mentioned CDS Account. It is agreed that these securities will be held terms of the right Issue and the Memorandum and
Articles of Association of the Company. _____________________________
**Signature of depositor
NOTE: In case of nationality other than Pakistan, please specify the nationality.
Signature of CDS Account Holder or a person who is signing on behalf of CDS Account Holder
INSTRUCTION:
1) BANKER(S) TO THE RIGHT ISSUE::
a) <Banker Name>; <Banker Name> ; <Banker Name>

2) PAYMENT:
a) Payment as indicated above should be made by cash or crossed cheque or demand draft or pay order made out to the credit of
“<Issuer Name> Right Shares Subscription Account” through any of the authorized branches of above mentioned bank(s) on
or before dd/mm/yyyy along with this Right Subscription Request duly filled in and signed by the depositor. In case of Non-
Resident Pakistani / Foreign shareholder, the demand draft of equivalent amount in Pak Rupees should be sent to the
Company Secretary, (Issuer Name) at the registered office of the company along with Right Subscription Request (both copies)
duly filed and signed by the depositor well before the last date of payment.

b) All cheques and drafts must be drawn on a bank situated in the same city where Right Subscription Request is deposited.
Cheque is subject to realization.

c) The Bank will not accept Right Subscription Request delivered by post which may reach after the closure of business on
dd/mm/yyyy, unless evidence is available that these have been posted before the last date of payment.

d) Payment can also be made through available banking channels of 1-Link member banks (such as internet banking, Automated
Teller Machines (ATM) and mobile banking).

3) ACCEPTANCE OF PAYMENT THROUGH RIGHT SUBSCRIPTION REQUEST :

a) Payment of the amount indicated above to the Company’s Banker(s) to the issue on or before dd/mm/yyyy shall b e treated as
acceptance of the Right offer.

b) Two copies of Right Subscription Requests should be handed over to the Company’s Banker(s) to the issue intact. Client’s copy
of Right Subscription Request will be returned to the depositor whilst Issuer’s copy will be retained by the Banker for onward
transmission to the Company. The Client’s copy must be preserved and retained safely by the CDS Account Holder.

4) CREDIT OF RIGHT SECURITIES INTO CDS ACCOUNTS

a) After payment has been received by the Company’s banker(s), the Right Securities will be credited into respective CDS
Accounts within 14 business days from the last payment date, through which Right Subscription Request was initiated. Paid Rig ht
Subscription Request will not be traded or transferred.
ON ACCEPTANCE

By Cash/ Cheque/ Pay order/ Bank Draft No. _______________ dated _____________ Drawn on__________ __________________
for the sum of Rs. _____________ (Rupees _______________________________________________) in respect of
_______________ Ordinary /Preference shares of Rs. ____ each of this Right Issue at the issue price of Rs. _____ per share.
Bank: _______________ Branch: __________________ Date: __________ Authorized Signature &
Stamp of Receiving Bank
<CLIENT’S COPY>

January, 2022 External Page 13 of 18

Procedure for Handling of Rights into CDS

Annexure E

(ON THE PARTICIPANT LETTER HEAD)

Date:____________

Head of Operations &Customer Support Services

Central Depository Company of Pakistan Limited
CDC House, 99-B, Block ‘B’, S.M.C.H.S
Main Shahrah-e-Faisal,
Karachi

Dear Sir,

Sub: Cancellation of Right Subscription Request Transaction

I / We, (insert Name of Participant) bearing Participant ID No. ________ hereby request you to
cancel the “Right Subscription Request Transaction” bearing RSR No. _____ (copy of CDS
generated report in respect thereof duly marked as “CANCELLED” is attached) for the
security (insert name of Right Security*) which was initiated by us mistakenly/inadvertently. We
also confirm that no payment has been made in respect of aforesaid Right Subscription Request
Transaction.

In respect of the aforesaid request, we hereby acknowledge, undertake and affirm that:

1. Once this request is executed by CDC, such action shall be irrevocable;

2. I/we shall be responsible and/or liable for any claims, losses, damages costs and expenses
that may be suffered or incurred by CDC or any third party due to cancellation of
aforesaid Rights Subscription Request Transaction by CDC on our request;
3. CDC shall assume no responsibility and or liability of whatsoever nature in accepting and
executing this request including third party claims.

_____
Name(s) and Signature(s) of Authorized Signatory(ies)

* Name of security created as Rights Entitlements

Encl: Printout of Right Subscription Request Transaction duly marked as cancelled.

January, 2022 External Page 13 of 18

Procedure for Handling of Rights into CDS

Annexure F
(ON COMPANY’S LETTER HEAD)

Head of Operations
Central Depository Company of Pakistan Limited
Karachi

Sub: Authorization to Upload data.

Dear Sir,

Under section 8AA.6 & 8F of the CDC Regulation, you are requested to please enable us to
upload the data related to the “Right Issue” as per the relevant procedures, for the following
security.

Name of security ISIN

<ABC Limited> <PK0000000000>

Please also note revised Paid-up Capital of our Company <no. of shares / certificates> (after
Right Issue)

Also please note for billing purposes, approximate _____________ shares / certificates are
expected to be credited into CDS including number of unsubscribed shares / certificates
____________ opted by underwriters / sponsors.

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,“PK0012301010”,11111
002,01111,123,“PK0012301010”,22222

Regards,

A uth or i se d Si gnat or y(i e s)

January, 2022 External Page 13 of 18

Procedure for Handling of Rights into CDS

Annexure G

Guidelines for Auditor’s certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures shall
confirm the following as a minimum requirement:

1. Revised paid up capital and receiving of subscription amount.

2. That all requirements with regards to allotment of shares in the name of CDC have been
fulfilled by the Issuer.

3. That conditions (if any) imposed by the regulatory body in respect of rights at a discount
have been fulfilled by the Issuer in every respect.

Note:
4. Regarding serial number 3 above, the issuer instead of getting it certified from the
statutory auditor can either submit final approval of Regulatory body stating that
conditions imposed, if any, have been fulfilled or a confirmation from their external legal
advisor to this effect.

5. Where securities are issued in physical, the auditor’s certificate should confirm all the
stated requirements of the Annexure with the exception of point no. 2.

6. It shall be specifically mentioned in the certificate that the Auditor issuing the certificate
is the Statutory Auditor of the Issuer.

January, 2022 External Page 13 of 18

Procedure for Handling of Rights into CDS

Annexure H
(ON COMPANY’S LETTER HEAD)
Head of Operations
Central Depository Company of Pakistan Limited (the CDC)
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER – PAID RIGHTS

In compliance with the requirement of Chapter 8AA.6 and 8F of the CDC Regulations and the Procedures
made there under, we hereby write to confirm the data for the credit of Book-entry Securities to the Accounts
and /or Sub-Accounts of the shareholders/investors has been prepared by us in accordance with the
requirements of the CDC Regulations and Procedures made there under, particularly considering the following
requirements:

a. Verification of details provided by the shareholder/investors against the list of successful

allottees/transferees obtained from the CDS.
b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of shareholder/
investors; and
c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of shareholders/investors
in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of
CDC in the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in
the name of the Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’
Register. Details are as follows:

CDC Nominee holding in Members’ Register before allotment of right shares/certificates ________.

CDC Nominee holding in Members’ Register after allotment of right shares/certificates ________.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with the
List of successful allottees after final upload, containing inter alia names, Account Holder/Participant IDs,
Account Nos. and the number of Book-entry Securities to be credited therein.

We confirm that there is no outstanding implication of Stamp Duty.

We also confirm that an amount of Rs. ___________/- in respect of ____________ securities to be credited in
CDS has been paid by us via Cheque # __________against Invoice # ___________ and as of today, no payment
to CDC is pending at our end.

We shall be pleased to provide you with any other information/ clarification should you so require.

Yours sincerely,

----------------------------------------
(AUTHORISED SIGNATORY)

January, 2022 External Page 13 of 18

 Procedure for Handling of Rights into CDS

Annexure I
To be printed on non-judicial stamp paper of Rs. 100]

Representations and Warranties

for allowing entering of Securities of the Issuer into the
relevant Accounts and Sub-Accounts in the CDS as Book-entry Securities
1. For the purpose of induction of Book-entry Securities representing our ordinary shares into the relevant Accounts
and Sub-Accounts in the Central Depository System (“CDS”) maintained by Central Depository Company of
Pakistan Limited (“CDC”), we, [insert name of the company], represent and warrant to and in favour of CDC that
we have fully complied with the applicable provisions of the Companies Act, 2017 and the rules and regulations
made thereunder in connection with the allotment of ordinary shares to be credited in to the CDS.
2. We are aware that CDC will rely upon the representations and warranties made hereinabove while entering Book-
entry Securities representing our ordinary shares into the relevant Accounts and Sub-Accounts in the CDS
maintained by CDC.
3. We undertake to indemnify and hold harmless CDC and each of its directors and officers against all losses,
liabilities, costs and expenses paid or payable by all or any of them (including fees and charges paid or payable to
lawyers) in connection with or arising from any or each of the representations and warranties made hereinabove
being incorrect or misleading, whether wholly or in part.
4. We intend this document to have legal effect.

5. This document and its terms will be governed by and construed in accordance with the laws of Pakistan.

Signed for and on behalf of

______________________ Limited

Signature: __________________
Name: _____________________
Title: ______________________
Dated: [Karachi/Lahore/Islamabad] _____ day of _____________ 20__
Witnesses:
1. Signature: _____________________ 2. Signature: ___________________
Name: ________________________ Name: ______________________
Address: ______________________ Address: ____________________
CNIC: ________________________ CNIC: ______________________

January, 2022 External Page 13 of 18

PROCEDURE FOR SPECIE DIVIDEND

PROCEDURE FOR HANDLING OF SPECIE

DIVIDEND TRANSACTION THROUGH CDS

July 5, 2011 External Page 1 of 8

PROCEDURE FOR SPECIE DIVIDEND

Procedure for Handling of Specie Dividend Transaction through CDS

The procedure covers the requirement of chapter 8G of the CDC Regulations which deals in
distribution of specie dividend.

For the purpose of this procedure, any issued securities of the Issuer that are to be distributed
by way of dividend in specie are referred to as “First Issuer” while the Issuer who distribute the
securities of the First Issuer amongst its shareholder is referred to as “Other Issuer.”

The transaction of distribution of specie dividend is based on the following two scenarios:

1 Issued Securities of the First Issuer that are to be distributed by way of dividend in specie
by the Other Issuer are in Physical Form:

Under this scenario, the securities of the First Issuer will be directly credited into the
respective accounts and sub-accounts/ Investor Accounts of the entitled shareholders
of the Other Issuer into CDS through upload mechanism.

2 Issued Securities of the First Issuer that are to be distributed by way of dividend in specie
by the Other Issuer are in book-entry form:

Under this scenario also the securities of the First Issuer will be directly credited into the
respective accounts and sub-accounts/ Investor Accounts of the entitled shareholders of
the Other Issuer into CDS through upload mechanism, However, CDC will first delete the
securities of the First Issuer held in the CDS account(s) of the Other Issuer. (Please note that
both deletion & credit of securities will take place simultaneously. Hence, all CDC related
formalities should also be completed accordingly).

The documentation requirement & step-by-step process for execution of this transaction under
both the aforesaid scenarios is as under:

1 The Other Issuer shall intimate CDC via corporate action notice in accordance with the
provision of CDC Regulations 12.1.1 mentioning therein necessary details with respect to
dividend in specie.

2 CDC on the basis of provided corporate action notice, will define book closure on CDR.

3 Share Book Details (SBD) as per the procedure will be made available to the R/TA.

4 On the basis of provided SBD, R/TA will complete formalities at its end.

July 5, 2011 External Page 2 of 8

PROCEDURE FOR SPECIE DIVIDEND

5 Upon completion of the aforesaid formalities, R/TA of the First Issuer will request CDC for
data upload as per the standard format (Annexure A) duly signed by its authorized
signatory(ies). At this stage, the Other Issuer is also required to submit certified true copy
of board resolution and minutes of the AGM authorizing issuance of dividend in specie.

6 Thereafter, CDC will provide upload facility to the R/TA of the First Issuer. Further,
where securities of the First Issuer are in book-entry form, then such securities will first be
deleted by CDC (solely for the purpose of credit of dividend by way of specie),
Provided that such securities are not in Pledged Position or in Freeze Position. As stated
above, deletion & credit will be executed simultaneously.

7 Deletion of securities of the First Issuer held by the Other Issuer will require the Other
Issuer to provide letter to CDC to delete the securities along with the following details:

 Participant Name & Id.

 Account Number & Title.
 Name of security & number of shares (of the first issuer) that needs to be deleted.

The above letter should be duly accompanied with “No Objection Certificate - NOC” as per
standard format (Annexure B) from the custodian participant (not applicable where
shares are held under the custody of CDC-Investor Account Services).

8 Upon completion of upload formalities, the First Issuer will require to provide to CDC
confirmation letter as per the standard format (Annexure C1 & C2 – as applicable) duly
signed by the authorized signatory (ies).

9 Upon receipt of confirmation letter & completion of verification formalities, CDC will
define apply date in CDS.

10 On End of Day, system will automatically credit the securities present in the upload to the
respective beneficiary Accounts and /or Sub-Accounts/ Investor Accounts into CDS.

Notes:

 As a prerequisite, securities of both the issuers i.e. first and other should be CDS eligible
securities.

 Where shareholder(s) of the Other Issuer having principal holding in physical form if they
so desire can also get their entitlement to specie dividend in book-entry form. In this
regard, the R/TA of First and Other Issuers shall ensure that necessary data with respect
to such shareholders are uploaded in the CDS.

July 5, 2011 External Page 3 of 8

PROCEDURE FOR SPECIE DIVIDEND

 Shareholders having shares in blocked account or in freeze form will get credit in book
entry form. However, for freeze securities in any account the credit will fall into
“available” bucket.

 For the purpose of scenario no. 1, where shares of First Issuer are in physical form, Issuer
/ R/TA is also required to confirm to CDC regarding cancellation of corresponding number
of physical share certificates.

 Shareholder(s) who have closed their CDS account(s) subsequent to SBD generation will
have to be provided shares in physical form.

July 5, 2011 External Page 4 of 8

PROCEDURE FOR SPECIE DIVIDEND

Annexure A
(On First Issuer / R/TA Letterhead)

Head of Operations
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S., Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

Authorization to upload data

Under Chapter 8G of the CDC Regulations, you are requested to please enable us to upload the
data related to the distribution of shares (Specie Dividend) as per the relevant procedures, for
the following security:

Name of security ISIN

<ABC Limited> <PK0000000000>

Also please note for billing purposes, approximate ______________ shares / certificates are
expected to be credited in CDS. Further, we would like to inform that currently these shares are
in *physical/ book-entry form.

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,”PK0012301010”,11111
002,01111,123,”PK0012301010”,22222

Yours truly,

Authorised Signatory (ies)

,

*Delete whichever is not applicable

July 5, 2011 External Page 5 of 8

PROCEDURE FOR SPECIE DIVIDEND

Annexure B

(On Participant Letter Head)

Head of Operations
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S., Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

No Objection Certificate

This is with reference to the announcement made by (insert the name of the Other Issuer)
regarding distribution of shares of (insert the name of First Issuer) by way of specie dividend.

In this regard, please note that we have no objection regarding deletion of ___________ (no. of
shares) of (insert name of security of first issuer) by CDC in accordance with the procedure from
sub-account no. ________ titled __________ maintained under our Participant I.D __________
for the purpose of distribution of such securities by way of dividend in specie.

Yours truly,

Authorized Signatory (ies)

July 5, 2011 External Page 6 of 8

PROCEDURE FOR SPECIE DIVIDEND

(On First Issuer Letterhead)

Annexure C1
For Securities of First Issuer held in Physical Form

Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99-B, Block-B
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,
Confirmation Letter
Specie Dividend Distribution by (insert the name of the Other Issuer) of the shares of (insert the name of
the First Issuer)

This is with reference to the decision of “(insert name of Other Issuer)” Annual General meeting held on
______________ to distribute shares of _(insert security name of First Issuer) to the shareholders of the
(insert the name of the Other Issuer) as specie distribution in the ratio of _____:_____ (__________
share of ________________ for every ___________ shares held of ____________________).

In view of above decision, we hereby confirm that the data for credit of Book-entry Securities of (insert
security name of First Issuer) are based on the names as appearing on the Members Register of (insert
name of Other Issuer) as at close of business of __________________.

We hereby also confirm the transfer of ___________ securities of (insert security name of First Issuer) in
the name of the Central Depository Company of Pakistan Limited in the Members’ Register. Further, we
also confirm that corresponding number of shares held in physical form have been cancelled.

Please credit _________ number of Book-entry Securities to respective Accounts and/or Sub-
Accounts/Investor Accounts in accordance with the list of Successful allottees after final upload,
containing inter alia names, account Holder/Participant IDs, Account Nos. and the number of Book-entry
Securities to be credited therein.

We also confirm that an amount of Rs.__________/- in respect of _____________ shares credited in

CDS had been paid by us via __________________ and as of today, no other payment to CDC is pending
at our end.

Yours truly,

Authorized Signatory (ies)

July 5, 2011 External Page 7 of 8

PROCEDURE FOR SPECIE DIVIDEND

(On First Issuer Letterhead)

Annexure C2
For Securities of First Issuer already in Book Entry Form

Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99-B, Block-B
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

Confirmation Letter

Specie Dividend Distribution by (insert the name of the Other Issuer) of the shares of (insert the
name of the First Issuer)

This is with reference to the decision of “(insert name of Other Issuer)” Annual General meeting
held on ______________ to distribute shares of (insert security name of First Issuer) to the
shareholders of the (insert the name of Other Issuer) as specie distribution in the ratio of
_____:_____ (__________ share of ________________ for every ___________ shares held of
____________________).

In view of above decision, we hereby confirm that the data for credit of Book-entry Securities of
(insert security name of First Issuer) is based on the names as appearing on the Members
Register of (insert name of Other Issuer) as at close of business of __________________.

Please credit _______ number of Book-entry Securities to respective Accounts and/or Sub-
Accounts/Investor Accounts in accordance with the list of Successful allottees after final upload,
containing inter alia names, account Holder/Participant IDs, Account Nos. and the number of
Book-entry Securities to be credited therein.

We also confirm that an amount of Rs.__________/- in respect of _____________ shares

deleted and credited in CDS had been paid by us via __________________ and as of today, no
other payment to CDC is pending at our end.

Yours truly,

Authorized Signatory (ies)

July 5, 2011 External Page 8 of 8

PROCEDURE FOR MERGER

PROCEDURE FOR MERGER

External
Procedure for Merger

For the Purpose of Merger

Transferor Company → Target Company or Dissolving Company

Transferee Company → Predator Company or Surviving Company

Documentation Requirement

At the time of defining book closure:

1. Corporate Action Notice (as per the standard format – Annexure 01) which
should include the following:
 Final Book Closure Date on Transferee Company’s Letter Head
 Swap Ratio
 Date of Allotment
2. Certified true copy of Board Resolution (should be passed & provided by
Transferee Company and Transferor Company).
3. Court Certified copy of Scheme of Merger / Amalgamation.
4. Court Certified copy of Order of applicable competent authority such as SECP
or SBP. (Except for cases where the merger take place between wholly owned
subsidiaries and holding companies, no SECP approval is required as per
section 284 of the Companies Act, 2017).
5. Letter from the Issuer (as a shareholder) i.e. Transferor and/or Transferee (as
applicable) for cancellation of inter-company holding.
6. NOC – No Objection Certificate from the custodian participant (as per the
standard format – Annexure 02) for the cancellation of intercompany holding
under their control (not applicable to CDC Investor Account Services).

At the time of credit:

At the time of credit the following documents are required from the Transferee
Company:
7. Allotment Confirmation Letter signed by authorized signatories (as per the
standard format – Annexure 03).
8. Original Certificate from statutory auditor (Annexure 04).
9. Representation from the Issuer is required (as per Annexure 05).
10. CRO certified true copy of Form 7 filed, where as a result of Merger the
authorized share capital of Transferee Company needs to be increased.

Page 2 of 11
 Procedure for Merger

PROCEDURE FOR THE EXECUTION OF MERGER

S. Provided By/ To Applicable to

N STEPS Transfero Transfere Transfero Transfere
o r e r e
Notice of Corporate Action to CDC, which should
include the following:
●Date of Allotment
1
●Swap Ratio √ √
●Book Closure Period on Transferee Company’s
letterhead.
The Notice would be accompanied by the following
documents:
●Board Resolution.
2 ●Certified true copy of Scheme of Amalgamation √ √
●Certified true copy of order of Competent
Authority.
Upon receiving the above said documents, CDC would
3
define the Book closure and Swap Ratio into CDS. √
Any intercompany holding needs to be cancelled before
the commencement of book closure, which would
require the following documents:

●Letter from the issuer (as a shareholder)

including the following details:
√ √ √ √
◊ Participant Name & Id
4 ◊ Account Number & Title
◊ Name of Security and Number of
shares that need to be cancelled

●No Objection Letter-NOC from the Custodian

Participant. √
√ √ √
(Applicable to both the transferor and transferee
depending on the scenario)
Upon commencement of Book closure period, CDC
would restrict the following functionalities:
5 ●Deposit and Withdrawal Request
√
●Free deliveries (Inter & Intra Participant)
●Pledge (including pledge release and call)
SBD and Entitlement List shall be provided
6
immediately succeeding Business Day after the √ √
Relevant Time i.e. first day of Book Closure to the
Issuer/RTA from its CDS Terminal. Page 3 of 11
 Procedure for Merger

PROCEDURE FOR THE EXECUTION OF MERGER

S. Steps Provided By/ To Applicable to

No Transfer Transfere Transfer Transfere
or e or e
At the time of allotment of securities the following
documents are required:
●Notice of Allotment
●Original Certificate from Statutory Auditor √ √
7
●CRO certified true copy of Form 7
filed, where as a result of Merger the authorized
share capital of Transferee Company needs to be
increased.

After receiving the above documents, CDC would

8
enter the apply date of the swap ratio. √

The CDS eligibility of securities of Transferor

9
company would subsequently be revoked. √

Page 4 of 11
Procedure for Merger

NOTES:

Competent Authority:
The relevant competent authority would depend on the nature of the entity;
 SBP would provide the approval for Banks.
 Court / SECP would provide the approval for Joint Stock Companies.
 SECP would provide the approval for NBFCs.

 The above documents will not

require if the merger executed between issuer’s subsidiary companies.

Pending Pledge Transactions

CDC will enter securities of the Transferee Company credited in lieu of securities of the
Transferor Company in Pledge position, where applicable This would be in favor of the same
eligible Pledgee and in accordance with the swap ratio on the apply date.

Fractional Holdings:

CDC will only credit the integer portion of the holding to respective accounts / sub-accounts
/ investor accounts. The requirement of rounding off the fractional shares (if any) is handled
by the Issuer.

Transferor in the capacity of Participant / Account Holder / Pledgee:

Where the Transferor Company is also inducted into CDS in the capacity of Participant /
Account Holder / Pledgee, it is also required to get closed or replaced, the name and
related records, of such element(s) in the name of the Transferee Company ( in
accordance with the scheme of merger).
Debt Instruments:

Due to merger, the liabilities / debts of Transferor Company (that are in CDS) and also
transferred to Transferee Company, therefore the debt instruments that exist in the name
of the Transferor Company should also be replaced with the name of the Transferee
Company.

Page 5 of 10
Procedure for Merger

Annexure 01

<Transferee Company’s Letter Head>

Date:___________

Head of Operations & CSS

Central Depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

Corporate Action Notice

Name of Eligible Security:_________________________________________________

With reference to the provisions of Regulation No. 8C.2.1 of the CDC Regulations, we
are pleased to inform you as follows:

Closure of Share Transfer Books

SWAP Ratio

Date of allotment of shares

Please find enclosed relevant “Scheme of Arrangement” and “Order of the

Competent Authority”.

You are advised to provide us the registration details of account holders and sub-account
holders in accordance with the provisions of the Central Depositories Act, 1997 and the
CDC Regulations.

Yours sincerely,

______________________
Authorized Signatory (ies)

Page 6 of 10
Procedure for Merger

Annexure 02

<On Participant’s Letter Head>

Date:___________

Head of Operations & CSS

Central Depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi

Dear Sir / Madam,

No Objection Certificate

With reference to the scheme of arrangement and/or approval from the competent
authority regarding merger of ____________ with and into ______________________,
please note that we have no objection on cancellation of ___________ (no. of shares) of
___________ (name of security) by CDC in accordance with Regulation 8C.1 of the
CDC Regulations from account no. ________ titled __________ maintained under our
Participant I.D __________.

Yours sincerely,

_____________________
Authorized Signatory(ies)

Page 7 of 10
Procedure for Merger

Annexure 03

<Transferee Company’s Letter Head>

Dated: ___________

Head of Operations & CSS

Central Depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir / Madam,

Issuance of Securities by Transferee Company

This is with reference to the above cited subject and in compliance with the provisions of
CDC Regulation No. 8C.2.11, we hereby write to confirm the allotment of ___________
securities of (Name of Transferee Co) in the name of the Central Depository Company of
Pakistan Limited (CDC) and entry of such securities in the Register of Members of the
company in the name of CDC in accordance with Entitlement List of (Name of
Transferor Co).

Above allotment is in lieu of the securities of (Name of Transferor Co), which has been
merged, into (Name of Transferee Co) and is in addition to the securities (Name of
Transferee Co), already registered in the name of CDC.

Please credit the Book-entry Securities corresponding to the said allotment of ________
Securities of (Name of Transferee Co) in the respective accounts and/or sub-accounts
and/or Investors accounts in accordance with Entitlement List as on______________.

We confirm that there is no outstanding implication of Stamp Duty.

We also confirm that an amount of Rs. ___________/- in respect of ____________
shares credited and cancelled in CDS had been paid by us via Cheque #
__________against Invoice # ___________ and as of today, no payment to CDC is
pending at our end.

Yours sincerely,

______________________
Authorized Signatory (ies)

Page 8 of 10
Procedure for Merger

Annexure 04

Guidelines for Auditor’s certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures shall
confirm the following as a minimum requirement:

1. Revised paid up capital of the transferee company after credit of merger.

2. That all requirement as per section 282 or 284 have been ensured by the company.

3. That all requirements with regards to allotment of Securities in the name of CDC have
been fulfilled by the Issuer, and

4. That conditions (if any) imposed by the competent authority / court have been satisfied
by the Issuer in every respect.

5. All the moveable and / or immovable assets against issuance of securities as per the
Scheme of Arrangement has been transferred to Transferee Company

Note:

7. Regarding serial number 4 above, the issuer instead of getting it certified from the
statutory auditor can either submit final approval of Regulatory body stating that
conditions imposed, if any, have been fulfilled or a confirmation from their legal advisor
to this effect.
8. Where pursuant to Merger, securities of Transferee Company are issued in physical to
the shareholders of the Transferor Company; the auditor certificate should confirm all the
stated requirements of the guideline only with the exception of point no. 3.

9. It shall be specifically mentioned in the certificate that the Auditor issuing the certificate
is the Statutory Auditor of the Issuer.

External Page 9 of 10
 Procedure for Merger

Annexure 05

[To be obtained from public limited companies (both listed and unlisted) only –
To be printed on non-judicial stamp paper of Rs. 100]

Representations and Warranties

for allowing entering of Securities of the Issuer into the
relevant Accounts and Sub-Accounts in the CDS as Book-entry Securities
1. For the purpose of induction of Book-entry Securities representing our ordinary shares into the relevant Accounts
and Sub-Accounts in the Central Depository System (“CDS”) maintained by Central Depository Company of
Pakistan Limited (“CDC”), we, [insert name of the company], represent and warrant to and in favour of CDC that
we have fully complied with the applicable provisions of the Companies Act, 2017 and the rules and regulations
made thereunder in connection with the allotment of ordinary shares to be credited in to the CDS.
2. We are aware that CDC will rely upon the representations and warranties made hereinabove while entering Book-
entry Securities representing our ordinary shares into the relevant Accounts and Sub-Accounts in the CDS
maintained by CDC.
3. We undertake to indemnify and hold harmless CDC and each of its directors and officers against all losses,
liabilities, costs and expenses paid or payable by all or any of them (including fees and charges paid or payable to
lawyers) in connection with or arising from any or each of the representations and warranties made hereinabove
being incorrect or misleading, whether wholly or in part.
4. We intend this document to have legal effect.

5. This document and its terms will be governed by and construed in accordance with the laws of Pakistan.

Signed for and on behalf of

______________________ Limited

Signature: __________________
Name: _____________________
Title: ______________________
Dated: [Karachi/Lahore/Islamabad] _____ day of _____________ 20__
Witnesses:
1. Signature: _____________________ 2. Signature: ___________________
Name: ________________________ Name: ______________________
Address: ______________________ Address: ____________________
CNIC: ________________________ CNIC: ______________________

External Page 9 of 10
PROCEDURE FOR PARTIAL CANCELLATION OF SECURITIES IN CDS DUE TO
REDEMPTION OR CONVERSION

PROCEDURE FOR PARTIAL CANCELLATION

OF SECURITIES IN CDS DUE TO
REDEMPTION OR CONVERSION

External
PROCEDURE FOR PARTIAL CANCELLATION OF SECURITIES IN CDS DUE TO
REDEMPTION OR CONVERSION

Procedures
Table of Contents

Part A
Cancellation of Securities in CDS 1-2

Annexures
A- Securities Cancellation Form (SCF)
B- Authorization to Upload Data
C- Cancellation Confirmation Letter
D- Guidelines for the Auditors’ Certificate *

Part B
Conversion of Securities in CDS 3-3

Annexures
E- Authorization to Upload Data
F- Confirmation Letter

* Annexure D is applicable on both the parts.

External
 Procedures for Partial Cancellation of Securities in CDS due to Redemption or Conversion

This document is sub-divided into following two parts:

A. Cancellation of Securities in CDS

B. Conversion of Securities in CDS

A. Cancellation of Securities in CDS

Partial Cancellation Functionality (the functionality) enables the Account Holder [refer note
below] to request cancellation of specific volume of specific security(ies) which may be a partial
cancellation or a whole cancellation of the securities from the system. Cancellation will be
against any consideration within the system or outside like conversion of debt instrument into
equity (or vice versa) or exercising of Put Option.

The Sub/IAS/Account Holders will generate the cancellation request through their respective
Account Holder. Upon posting of such request, the posted volume of securities will not be
available for any further transaction. After approval of cancellation by R/TA, paid-up capital /
total issue will reduce by total number of securities cancelled as well as decrease in both CDC’s
nominee holding in the Members’ / Debenture Holders’ Register of the Issuer and Central
Depository Register (CDR).

Applicability
As per the provision of clause 5.5B.1 of the CDC Regulations, the functionality is applicable on
Redeemable Securities / Instruments including but not limited to redeemable preference shares
or any other redeemable equity instruments, bonds, debentures, term finance certificates,
participation term certificates, musharika certificates, sukuk certificates, commercial papers &
Government Securities.

Detailed Procedure
1. Issuer will intimate CDC via notice in accordance with the provision of CDC Regulations
5.5B.1 mentioning therein necessary details w.r.t. granting of put option along with
requisite documents to be specified by CDC on case to case basis depending upon on
the nature of security and terms & conditions of issuance.
1. Upon receiving intimation from the Issuer for cancellation, CDC, will enable the
Cancellation Request Transaction Functionality and consequently, the respective
security will be available for account holders for cancellation.
2. Sub/IAS/Account holder will fill out the Securities Cancellation Form (SCF) (Annexure A)
and will submit the same to their respective Account Holder.

External Page 1 of 13
 3. The Account Holder after verification of signature and details provided by the
Sub/IAS/Account holder in SCF will incorporate / input SCF details into CDS and deliver
the system generated print out (Post report) to the Sub/IAS/Account Holder. After
which the relevant security balance will not be available for any further transactions.
4. CDC will provide upload facility to Issuer / R/TA after receiving “authorization to
upload data request” on standard format (Annexure B) duly signed by its authorized
signatory(ies).
5. Issuer / R/TA will be able to download the cancellation requests initiated by the
Account Holders in CDS and subsequently verify the details.
6. Issuer / R/TA will execute two uploads namely; First Upload and Final Upload.
7. Issuer / R/TA may approve/reject the cancellation requests by the way of uploading
file. In case of rejection, the relevant security balance will again become available for
any further transactions.
8. If First Upload process is completed successfully, i.e. without errors, then user can
execute the process multiple times unless final process is executed.
9. After successful first upload (with zero error), Issuer / R/TA will initiate final upload
Process.
10. After final upload, Issuer will provide confirmation letter on a standard format
(Annexure C) signed by their authorized signatory(ies) duly accompanied by statutory
auditor’s certificate (in original) in accordance with the guidelines as per (Annexure D).
11. Upon receipt of confirmation letter along with auditor’s certificate and other
documents as may be required, contents of the letter will be verified and CDC will
define the apply date in CDS.
12. On End of Day, system will automatically cancel the securities from the respective
accounts on apply date & also update the paid-up capital / total issue accordingly.
Note:

For the purpose of these procedures, the term ‘Account Holder’ includes Participant & CDC -
Investor Account Services (IAS).

External Page 2 of 13
 Procedure for Execution of Partial Conversion into CDS

B. Conversion of Securities in CDS

These Procedures are applicable for redeemable securities having conversion option. The
conversion would be executed through CDS, provided that; such conversion is made pursuant
to provisions of sub-clauses (e) to (g) of clause (i) of Regulation 8F.1.

This procedure would be applicable simultaneously with the procedure of partial cancellation of
securities only where cancellation results in issuance of securities.

Detailed Procedure
Procedure w.r.t. documentation requirement & execution of transaction is enumerated in the
following points:

1. Issuer is required to intimate CDC through a letter duly signed by authorized

signatory(ies) before exercising of option along with the applicable document(s). The
documentation requirement cannot be standardized for such type of transaction as
these may vary depending on the case. In addition, Issuer is also required to provide
any additional document(s) if CDC so requires.
2. Thereafter, for credit of securities into CDS that will be issued in lieu of conversion; CDC
will provide upload facility to Issuer / R/TA based on “data upload request” on
standard format (Annexure E) duly signed by authorized signatory(ies) along with
statutory auditor’s certificate in original as per the guidelines of (Annexure D).
3. After completion of upload formalities, Issuer will provide confirmation letter on a
standard format (Annexure F) duly signed by authorized signatory(ies).
4. Thereafter, CDC will define apply date (credit date) in CDS.
5. On End of Day, system will automatically credit the securities to the respective
Accounts and /or Sub-Accounts/Investor Accounts in CDS.
Note:

Requirement of point no. 1 will not be applicable where documents have already been
provided at the time of partial cancellation of securities.

External Page 3 of 13
 Annexure A

External Page 4 of 13
 Annexure B

(On Issuer / R/TA Letterhead)

Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99B, Block B,
S.M.C.H.S., Main Shahra-e-Faisal
Karachi-74400

Dear Sir,

Authorization to Upload Data

Under Regulation 5.5B of the CDC Regulations, you are requested to please enable us to upload
the data related to the “cancellation of securities” as per the relevant procedures, for the
following security:

Name of security: ________________________________

Also, please note that for billing purposes, approximate ________ shares / certificates are
cancelled from CDS.

We confirm that we will upload the data on the following format (extracted from the original
data):

Security ID
Serial Number, Transaction ID, Participant ID, Account Number, Security Volume

PK0100101017
1,2010-10,00364,48215,1000
2,2010-11,03277,12156,500

Yours truly,

______________________
Authorized Signatory(ies)

External Page 5 of 13
 Annexure C
(On Company’s Letter Head)

Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99B, Block B,
S.M.C.H.S., Main Shahra-e-Faisal
Karachi-74400

Dear Sir,

Cancellation Confirmation Letter

We write to confirm that we have received the cancellation request from the security-holders of the security
(insert name of security) for cancellation of redeemable security(ies) due to (insert reason) of (insert name of
company) pursuant to notice sent to you on ____________

Accordingly, the (insert volume) securities of (insert name of security) were transmitted to us by CDC
Participants/Account Holders. All such securities which are transmitted to us and were valid have been cancelled
pursuant to (insert clause number) of (insert the name of applicable / supporting document)

As a consequence of the cancellation as above, the following position appears:

Total number (security name) in CDS before cancellation of the securities. xxxx

Less: Number of securities cancelled (xxxx)

Total number (security name) in CDS after cancellation of securities xxxx

As a consequence of the cancellation of the said securities, the securities registered in the name of CDC in our
Members / Certificate Holders Register have been reduced by __________ shares/units/certificates. It is therefore,
imperative that the securities appearing in the cancellation request initiated by Participants/Account holders in
respect of ____________ shares/units of security (insert name of security) be cancelled to reconcile the number of
securities held in CDS with the number of securities registered in the name of CDC in our Members / Certificate
Holders Register.

Please cancel the Book-entry Securities from respective IAS Accounts and / or Sub-Accounts in accordance with
the List of Successful Partial Cancellations after Final Upload containing inter alia names, Account Holder
/Participant IDs, Account Nos. and the number of Book-entry Securities to be cancelled therein.

We also confirm that an amount of Rs. ___________/- in respect of ____________ securities cancelled in CDS had
been paid by us via Cheque # __________against Invoice # ___________ and as of today, no payment to CDC is
pending at our end.
Yours truly,

____________________
Authorized Signatory(ies)

External Page 6 of 13
 Annexure D

Guidelines for the Auditor Certificate

The auditor’s certificate issued in support of cancellation of Redeemable Securities of the Issuer
shall confirm the following as a minimum requirement:

1. The fact that cancellation is inline & permissible under the clauses of Articles of
Association / Trust Deed / or other applicable documents & the company has duly
complied with all associated condition(s).

2. The fact that payment has been made to the holders of security in lieu of cancellation.

3. Pre & post factual position of paid-up capital / total issue (no of securities):

Paid-up capital / Total Issue (before cancellation) xxx

Less: Number of securities cancelled xxx
Paid-up capital / Total Issue (after cancellation) xxx

4. Where cancellation results in issuance of securities, all relevant formalities have been
duly complied and securities are issued in lieu of cancellation & recorded in the name of
CDC. Accordingly, the pre & post factual position of paid-up capital/ total issue (no of
securities) due to conversion is as follows:

Paid-up capital (before conversion) xxx

Add: Number of securities (issued in lieu of conversion) xxx
Paid-up capital (after conversion) xxx

5. That the company / Issuer has completed all required regulatory formalities w.r.t.
cancellation and conversion.

6. It shall be specifically mentioned in the certificate that the Auditor issuing the certificate
is the Statutory Auditor of the Issuer.

External Page 7 of 13
 Annexure E

(On Issuer / R/TA Letterhead)

Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99B, Block B,
S.M.C.H.S., Main Shahra-e-Faisal
Karachi-74400

Dear Sir,

Authorization to Upload data.

Under section 8F.1 of the CDC Regulation, you are requested to please enable us to upload the
data related to the “Conversion of (insert type of security i.e. being converted) into (insert
type of security)” as per the relevant procedures, for the following security.

Name of security ISIN

<ABC Limited> <PK0000000000>

Total revised paid up capital of the company after the above said conversion of (insert type of
security i.e. being converted) into (insert type of security) would be _________ shares.

Details of which are as follows:

Type & number (volume) Type & number (volume)

Name of shares holders
of securities cancelled of securities issued

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,”PK0000001010”,11111
002,01111,123,”PK0000001010”,22222

Yours truly,

______________________
Authorized Signatory(ies)

Annexure F

External Page 8 of 13
 (On Company’s Letterhead)
Head of Operations
Central Depository Company of Pakistan Limited
CDC House, 99B, Block B,
S.M.C.H.S., Main Shahra-e-Faisal
Karachi-74400

Dear Sir,

Confirmation Letter

In compliance with the requirement of CDC Regulations 8F.1 and the Procedures made thereunder, we hereby
confirm that the data for the credit of Book-Entry Securities represented by (insert type of target security) in lieu
of conversion of (insert type of security i.e. being converted) as per the ratio defined in (insert name of applicable
document), held by the Accounts Holders and/or Sub-Accounts (including Investor Account holders) has been
prepared by us in accordance with the list of successful partial cancellation after final upload and the requirements
of the CDC Regulations and Procedures made thereunder particularly considering the following requirements:

a. Verification of details provided by the shareholder opted for conversion ;

b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts (including Investor
Accounts) of actual shareholder(s) who opted for conversion; and

c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts (including Investor Accounts)
of shareholder(s) who opted for conversion in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC in
the Members’/Certificate Holders’ Register] (insert type of security) of the [insert name of eligible security] in
the name of the Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.
As a consequence of conversion, following position appears:

CDC Nominee holding in Members’ Register before allotment of shares/certificates ________.

CDC Nominee holding in Members’ Register after allotment of shares/certificates ________.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts (including Investor Accounts)
in accordance with the List prepared as aforesaid after final upload, containing inter alia names, Account
Holder/Participant IDs, Account Nos. and the number of Book-entry Securities to be credited therein.

We confirm that there is no outstanding implication of Stamp Duty.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares credited in CDS had
been paid by us via Cheque # __________against Invoice # ___________ and as of today, no payment to CDC is
pending at our end.
We shall be pleased to provide you with any other information / clarification, should you so require.

Yours truly,
_____________________
Authorized Signatory(ies)

External Page 9 of 13
PROCEDURE FOR BUY BACK OF SHARES

External Page 10 of 13
 Procedure for Buy Back of Shares

Background
In accordance with CDC Regulations & Section 88 of the Companies Act, 2017 read with Listed
Companies (Buy Back of Shares) Regulations, 2019 allows the listed companies to buy-back
their own shares with the condition that such shares shall be cancelled or retained as treasury
shares.
The purchase shall be authorized by a special resolution placing before the shareholders all
material facts in justification of purchase. Thereafter, subject to the approval of shareholder;
the company can purchase / buy-back its own shares.

Consequently, the company’s paid-up capital shall be diminished (reduced) accordingly due to
cancellation of shares purchased.

Applicability
These procedures are applicable on CDS eligible securities buying back their own shares under
Section 88 of the Companies Act, 2017 read with Listed Companies (Buy Back of Shares)
Regulations, 2019.

Detailed Procedure
The following is the procedure to cater the transaction pertaining to buy-back of shares:

1. In order to receive the book entry securities to be bought by the company under
Section 88 of the Companies Act, 2017, the company is first required to open a
separate sub-account or investor account in Central Depository System, as per the
following title of Account.

“Company Name - buyback of shares”

At the time of account opening with CDS, the Issuer shall be required to submit the
documents as defined in paragraphs 2.1 and 2.2 below.
2. Upon completion of time allowed for transfer of securities as mentioned in
acceptance letter, the following documents are required to be submitted to CDC.
2.1 Certified true copy of Special Resolution along with scheme of buy back of shares
under section 88 of the Companies Act, 2017 read with Listed Companies (Buy Back
of Shares) Regulations, 2019, approved by shareholders in General Meeting.
2.2 Request for cancellation of securities duly signed by the authorized signatory(ies) as
per standard format (Annexure A) along with “statutory auditor’s certificate”

External Page 11 of 13
 3. Upon receipt of above-mentioned documents, CDC will perform necessary verification
formalities & forthwith cancel the holding reflecting in said Sub-Account or IAS
Account.
4. Thereafter, paid-up capital of the Issuer will be reduced accordingly.

Notes

Note-1: The certificate required in point 2.2 above should be provided in original & must
confirm the following as a minimum requirement:
 Payment made by the company to the shareholders w.r.t. purchase of shares.
 Paid-up capital position before cancellation.
 Number of shares registered in the name of CDC in Issuer’s books that were
cancelled.
 Revised Paid-up-capital after cancellation.
Note-2: Where buy-back results in delisting of the security from the stock exchange, the Issuer
shall be required to intimate this fact to CDC.

External Page 12 of 13
 Annexure A
ON COMPANY’S LETTER HEAD)
AGM Operations
Central Depository Company of Pakistan Limited
CDC House, 99-B, Block ‘B’,
S.M.C.H.S., Main Shahra-e-Faisal,
Karachi

Dear Sir,

BUY-BACK OF SHARES UNDER SECTION 88 OF THE COMPANIES ACT, 2017 READ WITH LISTED COMPANIES (BUY
BACK OF SHARES) REGULATIONS, 2019 – Cancellation of entry in respect of ---------------- [Company Name] shares
in Sub Account / Investor Account No. ------------- of [Title of Account] with CDC

We write to confirm that we have bought back ------- shares of our Company under Section 95A of the 88 of the
Companies Act, 2017 read with Listed Companies (Buy Back of Shares) Regulations, 2019.
The shares of this Company in Central Depository System (CDS) and bought back by us, numbering -------- shares,
were transferred to our Sub Account / Investor Account No. --------- with Central Depository Company of Pakistan
Limited (CDC). All such shares appearing in the said Sub Account / Investor Account have been cancelled pursuant
to Sub-section 10 of Section 95A of the Companies Ordinance 1984.

As a consequence of the cancellation as above, the following position appears:

Total number of [Company name] shares in CDS before the cancellation of the
shares. ------------- shares

Less: Number of shares that need to be cancelled. ------------- shares

Total number of [Company name] shares in CDS after the cancellation of the
shares. ------------- shares

As a consequence of the cancellation of the said shares, the shares registered in the name of CDC in our Members
Register have been reduced to the above figure of ________ shares.

It is, therefore, imperative that the entry in respect of -------------- shares of [Company name] appearing in our Sub
Account / Investor Account No. ------ be cancelled to reconcile the number of [Company name] shares in CDS with
the number of [Company name] shares registered in the name of CDC in our Members Register.

We hereby request and irrevocably authorize you to cancel the entry in respect of --------- shares of [Company
name] appearing in our Sub Account / Investor Account No. ---------. After which, the shares of [Company account]
appearing in Central Depository Register (CDR) and the shares of [Company name] registered in the name of CDC
in our Members Register will stand reconciled.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares cancelled in CDS has
been paid by us via Cheque # __________against Invoice # and as of today, no payment to CDC is pending at our
end.

Yours sincerely,

(Authorized Signatory (ies)

External Page 13 of 13
PROCEDURE FOR REVOCATION OF CDS ELIGIBILITY OF REDEEMABLE SECURITIES

PROCEDURE FOR REVOCATION OF CDS

ELIGIBILITY OF REDEEMABLE SECURITIES
(SUCH AS TERM FINANCE CERTIFICATES,
SUKKUKS, ETC.)

April 17, 2018 External Page 1 of 3

PROCEDURE FOR REVOCATION OF CDS ELIGIBILITY OF REDEEMABLE SECURITIES

Procedures for Revocation of CDS Eligibility of Redeemable Securities (such as

Term Finance Certificates, Sukkuks, etc.)
The following procedures have been devised in compliance with CDC Regulation No. 5.5.A in
order to:
 Revoke the Central Depository System (CDS) eligibility of such Redeemable security;
and
 Remove the holding balances from respective accounts and sub-accounts including IAS
accounts, upon final maturity.

Detailed procedures (for listed & unlisted securities)

Issuer will be required to notify to CDC for final book closure notice when securities are matured
or early redemption:
Accordingly CDC will record final book closure period on the Central Depository Register
(CDR).
Upon commencement of Book Closure period, the following functionalities will be blocked in
the Central Depository System in order to restrict the movement of balances:
 Free deliveries (Inter participant & Intra Participant)
 Pledge (including Pledge Call)
 Deposit Request & Withdrawal Request (except for pending approvals)

CDC will make available List of Shareholders as per schedule for payment of final redemption
amount.
After making final payment to security holders, issuer shall provide CDC confirmation letter
signed by authorized signatories alongwith duly certified Auditor Certificate as per Auditor’s
guideline as mentioned in the Annexure –A.
On the basis of above mentioned documents, CDC will issue notice of revocation of CDS
eligibility and accordingly remove the holding balances from respective accounts and sub-
accounts including IAS accounts.
Note:
For Unlisted TFC / Sukuk:
 At the time of final maturity (as per Trust Deed/ Admission Form) if the issuer does
not provide final book closure notice on timely basis, CDC in such case will freeze
the security and will intimate the Issuer through letter for compliance of this
procedure. . The letter will address to the Chief Executive Officer of the company
and will be copied to Trustee of such TFC/Sukuk.

 If CDC receives any request for transfer of units/certificates from respective

participants or TFC/Sukuk holders, CDC will write a letter to the Issuer requesting it
to allow the movement of securities and issue NOC in writing for the said purpose. If
no response/concern received from the Issuer within seven (7) Business days from
the receipt of the letter, it would be deemed that the Issuer has no objection to the
transfer request and the transfer will be allowed after the lapse of given time. The
letter will be address to the Chief Executive Officer of the company and will be
copied to Trustee of such TFC/Sukuk.

April 17, 2018 External Page 2 of 3

PROCEDURE FOR REVOCATION OF CDS ELIGIBILITY OF REDEEMABLE SECURITIES

Annexure A

Guidelines for Auditor’s certificate

The Auditor’s certificate to be submitted by the Issuer with CDC under these Procedures shall
confirm the following as a minimum requirement:

a) Confirmation of payment of outstanding principal amount plus markup / profit thereon to

the holders of TFCs as of the date of final book closure

b) Confirmation of such payment after verification of books as well as the bank account of
the Issuer

Note:

It shall be specifically mentioned in the certificate that the Auditor issuing the certificate is the
Statutory Auditor of the Issuer. However, in case of unlisted redeemable securities, Auditor’s
certificate from QCR rated Auditors may be accepted.

April 17, 2018 External Page 3 of 3

July, 2018 External Page 1 of 4
July, 2018 External Page 2 of 4
PROCEDURES FOR CONSOLIDATION / SUB-DIVISION

PROCEDURES FOR CONSOLIDATION / SUB-

DIVISION IN CDS

December 07, 2018 External Page 1 of 3

PROCEDURES FOR CONSOLIDATION / SUB-DIVISION

Procedures for Consolidation / Sub-division

In accordance with section 13 of Central Depositories Act, 1997 and Chapter 8.D of CDC
Regulations, refer following procedures for handling consolidation / sub division of securities on
CDS.

Detailed Procedures:

1. Issuer is required to notify CDC regarding Book Closure start and end date, details of
consolidation / sub-division and to provide certified true copy (by CRO) of Special
Resolution (Form 26) filed by the company to the registrar of companies.

2. Upon receipt of notice from Issuer, CDC will define Book Closure period and details of
consolidation / sub-division in the CDS.

3. As per Regulation 8D.4.1. Eligibility notice will be issued after receiving book closure notice
intimation from Issuer for consolidation / sub-division and the CDS Eligibility of the
Existing Shares shall stand cancelled.
.
4. Upon commencement of Book Closure, following functionalities will be blocked in CDS till
consolidation / sub-division apply date:
 Free deliveries (Inter Account and Intra Account)
 Pledge, pledge release and pledge call
 Deposit and Withdrawal request (except for pending approvals)
Note: Upon reopening of share transfer books, all the authorities alongwith Deposit and
Withdrawal approvals functionalities will be blocked till apply date.

5. CDC will make available Share Book Detail (SBD) and Entitlement List to Issuer / R/TA
immediately succeeding Business Day after the Relevant Time i.e. first day of Book Closure.

6. Upon receipt of Confirmation of Revised CDC nominee holding in the Members’ Register as
per our standard format from the issuer, CDC will define Apply Date and System to
automatically revise the holding during EOD process.

Notes:
 For listed security issuers are required to approach Securities Exchange to suspend the
trading of their security (prior to the book closure start date) till the consolidation /
sub-division process is completed in CDS.

 Fractional entitlements will be disposed off and distributed by the issuer in accordance
with relevant laws and regulations to respective account holders and sub-account
holders.
 Securities under pledge will also be revised with the impact of consolidation / sub-
division.

December 07, 2018 External Page 2 of 3

PROCEDURES FOR CONSOLIDATION / SUB-DIVISION

(Annexure A)
(ON COMPANY’S LETTERHEAD)
Date: ___________
Head of Operations
Central Depository Company of Pakistan Ltd.
CDC House, 99-B, Block-B
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

In compliance with provisions of CDC Regulation No.8D.2.3 read with section 13 of the Central
Depositories Act 1997, we hereby write to confirm as follows:

Shareholders of the company have approved consolidation / sub-division of share capital by special
resolution in General Meeting held on ________as recommended by Board of Directors.

We further confirm that we have consolidated / sub-divided the shares in the manner as follows:

CDC’s base nominee holding in the Members’ Register as at close

of business on_______________, subject to valid adjustments of
Deposit Requests and/or Withdrawal Requests approved / rejected XXXXXX
during the book closure period

CDC’s base nominee holding in the Members’ Register after

consolidation / sub-division of shares: XXXXX
Less: Fractional Entitlement: XXX
Revised CDC Nominee holding in the Members’ Register of the
Company XXXXX

You are advised to revise the shareholding of respective accounts of the Account Holders and Sub-
Account Holders in accordance with consolidation / Sub-division Entitlement List as submitted to us. The
proceeds of the Fractional Entitlement of the Account Holders and Sub-Account Holders as provided in
the Consolidation / Sub-division Entitlement List shall be distributed in due course in the manner
prescribed under the provisions of the relevant corporate laws and regulations.

We confirm that there is no outstanding implication of Stamp Duty.

We will be pleased to provide you with any other information / clarification should you so require.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares credited /
cancelled in CDS had been paid by us via Cheque # __________against Invoice # ___________ and as of
today, no payment to CDC is pending at our end.

Yours sincerely,

[AUTHORISED SIGNATORY (ies)]

December 07, 2018 External Page 3 of 3

JOINT PROCEDURES FOR REPORTING OF NON-FREE FLOAT OF LISTED SHARES / CERTIFICATES /
MODARABA/ MUTUAL FUNDS

JOINT PROCEDURES FOR REPORTING OF

NON-FREE FLOAT OF LISTED SHARES /
CERTIFICATES / MODARABA/ MUTUAL
FUNDS

March, 2017 External Page 1 of 4

PROCEDURES FOR REPORTING OF NON-FREE FLOAT OF LISTED SHARES /
CERTIFICATES / MODARABA/ MUTUAL FUNDS

Procedures for Reporting of Non-Free Float of Listed Shares / Certificates /

Modaraba/ Mutual Funds

These procedures have been jointly prepared by PSX and CDC for the purpose of reporting of Non-Free
Float information and related matters.

CDC has developed a Non-Free Float functionality in the Central Depository System (CDS) in light of
requirements prescribed under Regulations 2.4(xl) and 5.7.2(c) of PSX Rule Book read with Regulation
5.2A of the CDC Regulations. The said functionality will be available to the relevant
Issuers/Registrar/Transfer Agent (R/TA) on their CDS terminals, enabling them to enter the non-free float
details in the CDS in a manner prescribed by Pakistan Stock Exchange (“PSX”).

Non-Free Float Reporting Process:

1. Issuers to provide Non-Free Float information on the following parameters:

CAT. # Categories Description No. of

Shares
Issued Share / Certificate Capital of the Company / Modaraba / Mutual Funds XXX
Less:
CAT01 Government holdings; (XXX)
CAT02 Directors, Sponsors* and Senior Management Officers** and their (XXX)
Associates;
CAT03 Treasury Shares; (XXX)
CAT04 Associate companies*** / Group Companies (cross holdings); (XXX)
CAT05 Shares issued under Employees Stock Option Schemes that cannot be (XXX)
sold in the open market in normal course;
OTHER any other category that are barred from selling at the review date; (XXX)
Free Float Shares XXX

*, ** and *** are specifically defined in the enclosed annexure.

2. For entering Non-Free Float details against any of the above category(ies) in CDS, following
information will be required to be entered in Non-Free Float Functionality:

S. No. CDS Non-Free Float Functionality

(i) Security Symbol;
(ii) CDS Participant ID
(iii) CDS Account Number
(iv) Non Free Float Category
(v) Remarks (Optional)

External
PROCEDURES FOR REPORTING OF NON-FREE FLOAT OF LISTED SHARES /
CERTIFICATES / MODARABA/ MUTUAL FUNDS

3. R/TA shall mark the relevant CDS account such as sub-account or an Investor Account etc. where
non-free float securities are held.
4. RTA after necessary verification will be required to submit the consolidated details for the
particular security in CDS. Based on this action, non-free float information will be transmitted to
PSX along with submission date.

5. Once submission action in CDS is performed by an R/TA for the particular security, no
subsequent modification will be allowed after the due date. However, for revising the already
submitted non-free float details in CDS, issuer shall submit a written request to PSX.
Consequently, CDC will allow such revision/re-submission of non-free float details in CDS upon
receiving confirmation from PSX.

6. The reporting of non-free float details shall be made on quarterly basis i.e., as of March 31, June
30, September 30 and December 31 within 15 days of close of each quarter. Late reporting may
be allowed till the next quarter. However, in light of Regulation 5.20 of the PSX Rule Book, PSX
may impose penalty on Issuer for late or resubmission of non-free float information in CDS.

7. In compliance with Regulation 5.2A.3 of the CDC Regulations read with Regulation 5.7.2 (c) (i)
of PSX Rule Book, a report shall be made available by CDC after the end of 15th day from the
close of each quarter to PSX and NCCPL on their respective CDS terminals for further action in
accordance with their respective jurisdiction.

8. CDC shall also transmit cases of non-reporting of non-free float information to PSX directly
through the system in the form of a report after the end of 15th day from the close of each quarter
for necessary action at their respective end in accordance with their respective jurisdiction.

********************

March 23, 2017 External Page 3 of 4

PROCEDURES FOR REPORTING OF NON-FREE FLOAT OF LISTED SHARES /
CERTIFICATES / MODARABA/ MUTUAL FUNDS

Annexure
DEFINITIONS

*As defined in Companies (Issue of Capital) Rules, 1996

Sponsor means:

(a) A person who has contributed initial capital in the issuing company and has the right to appoint
majority of the directors on the board of the issuing company directly or indirectly by virtue of
shareholding held in its own name and in the names of his relatives, associated companies and
associated undertakings;

(b) A person who replaces the person referred to in clause (a); and

(c) a person or group of persons having management control of the issuing company whether directly
or indirectly .

**As defined in the Securities Act 2015

Senior Management Officer includes Chief Executive Officer / Managing Director, Deputy Managing
Director / Chief Operating Officer and Chief Regulatory Officer or holder of such position by
whatever name called.

***As defined in the Securities Act 2015

Associate in relation to:

(a) an individual, means:

I. that individual’s spouse, son, adopted son, step-son, daughter, step-daughter, father,
stepfather mother, stepmother, brother, stepbrother, sister or stepsister,

II. any company of which that individual is a director;

III. any company in which that individual or any of the persons mentioned in sub-clause (i),
has control of twenty five percent or more of the voting power in the company, whether
such control is exercised individually or jointly; or

IV. any employee of that individual; or

(b) a company, means another company in which the first mentioned company has control of not less
than twenty percent of the voting power in that company,

and a reference in this Act to an associated person or associated company shall be construed
accordingly;

March 23, 2017 External Page 4 of 4

ACCOUNT AND TRANSACTION CONTROL

ACCOUNT AND
TRANSACTION
CONTROL

External
PROCEDURE FOR OPENING & UPDATION OF SUB ACCOUNTS

PROCEDURE FOR OPENING & UPDATING

OF SUB-ACCOUNTS IN CDS

December, 2017 External

PROCEDURE FOR OPENING & UPDATION OF SUB ACCOUNTS

CDS is the Participant driven system where sub-accounts are opened by the Participants. All new
Sub-Accounts shall only be opened in CDS based on the complete and correct information
obtained from the investor as per the Standardized Account Opening Form (SAOF). The SAOF
is part of CDC Regulations and is also placed on CDC’s website [Link]. Terms
& Conditions contained in the SAOF shall govern the opening and maintenance of the Sub-
Accounts.
The Participant before opening a sub-account into CDS should obtain duly filled and signed
SAOF from their Sub-Account Holders along with all necessary documents. Similarly necessary
information / documents should be obtained prior to updating a sub-account. Participants to
obtain signatures of concerned Sub-Account Holders / Authorized Signatories as
acknowledgement on the Posted Account Report generated from CDS after establishing Sub-
Accounts in their names within 30 Business Days.
Further, Participant must ensure that:

1. The sub-account holder is not a minor and fulfils the requirements of the Companies Act,
2017, the Central Depositories Act, 1997 and the Central Depository Company of
Pakistan Limited Regulations in respect of a shareholder of a company. However, minor
through a guardian can open a sub-account.
2. Sub-Account is not in the name of “Trust. The sub-account title for a trust can only be in
the name of the “Trustee.” Example: (ABC Trustee)-(XYZ Income Fund).
3. A sole proprietorship or a partnership firm (with the exception of Limited Liability
Partnership formed under the Limited Liability Partnership Act, 2017) cannot open and
maintain a sub-account in the CDS, however they can open and maintain a sub-account in
the name of sole proprietor or partner(s).
4. A Participant who is a registered Securities Broker shall not open and/or maintain sub-
account in the CDS in its own name either under its own Participant ID or with any other
Participant. Non-broker Participant may have sub-accounts with other Participant.
5. Participant is not required to enter Account Title and Joint Account Holder(s) name(s)
manually at the time of opening of new sub account. When the Participant enters UIN in
the designated field of CDS for the purpose of account opening, title will be
automatically populated in the designated field as mentioned in the UIN database
maintained with NCCPL.
6. Account Title and Joint holder(s) name are not allowed to be amended once inserted in
the posted account. However, a new provision has now been introduced in the CDS for
existing accounts where the account title in the CDS is required to be matched with
account title available in UIN database. For matching the account title of existing sub
accounts, Participants no longer have to request CDC for updation rights. Participants
will now press the newly added “synchronize” button and the system will update the title
(account holder and joint) as per title(s) mentioned in the UIN database. However,
Participants shall not use “Synchronize Account Title” button for Trustee, Minor and
Manager-to the-offer accounts.
7. At the time of account opening, in case where the account title is different from the UIN
database (for e.g. Trustee accounts, account of the Minors, Manager-to-the-offer etc.
needs to be added in account title, a request letter for by-pass will be required from the

December, 2017 External Page 1 of 3

PROCEDURE FOR OPENING & UPDATION OF SUB ACCOUNTS

Participant, signed by their authorized signatories along with the certified true copies of
the relevant supporting documents, enabling them to have the authority to insert the title
other than the title mentioned in the UIN database.
8. Any updation in CNIC / Passport no. / NICOP / Registration no. is not allowed. In case of
any change due to issuance of a new document, written request to be provided to CDC
along with submission of certified true copy of relevant documents. Updation in CDS
will be made after necessary changes in NCCPL database.
9. Input of Local mobile number for subscription to SMS-alert is a mandatory requirement
for Individual Resident Pakistani Sub-Account Holders while input of email address for
subscription to eAlert/eStatement is mandatory for Corporate Sub-Account Holders and
Individual Sub-Account Holders having non-resident, Pakistani and foreigners for
opening of Sub-Accounts in the CDS. The same requirement is applicable to all existing
sub-accounts in the CDS
10. Residential status of the sub-account will be linked with the residential status of the Title
Holder of the sub-account. Hence, residential status of joint holders can be different. In
case where Residential Status is Repatriable, such as, Non-Resident Pakistani
(Repatriable) / Foreigner (Repatriable), the Title Holder and all Joint Account Holders
must possess the same Residential Status. Further, updation of residential status, as
applicable, will be allowed based on written request of the Participant.
11. Zakat status is linked with the Residential Status such that where the user selects the
status of Resident Pakistani, Non-Resident Pakistani (Repatriable) or Non-Resident
Pakistani (Non-Repatriable), the Zakat status needs to be entered. For all other selections
it will be automatically marked as ‘Not Applicable’.
12. Zakat Status of all account holders in an account should be identical.
13. Subsequent to the opening of sub-account, addition / deletion of joint holder(s) is not
allowed.
14. In light of section 79 of the Companies Act 2017, the person to be nominated shall not be
a person other than the close relatives of the sub-account holder, namely, a spouse, father,
mother, brother, sister and son or a daughter..
15. In case of Joint Holders, input of nominee detail will not be allowed.
16. Additional Account Title field will be disabled for Updation of account. In case any
change is required in Additional Account Title field, written request to be provided to
CDC along with the relevant documents.
17. In order to open a new sub account, insertion of dividend mandate details i.e. IBAN,
Branch Details and Branch City is mandatory. It should be noted that the title of the bank
account should be that of the Main Title Account holder only and that would be
systematically populated and restricted accordingly. To facilitate Participants to ensure
that the provided IBAN is authentic and belongs to Main Title Account Holder only, a
new disabled (view only) field has been incorporated in account setup functionality in
CDS namely “IBAN Title” having maximum length of 30 characters would be reflected
from 1-Link as provided by the respective Banks.

December, 2017 External Page 2 of 3

PROCEDURE FOR OPENING & UPDATION OF SUB ACCOUNTS

18. In case of account opening of Minors, Manager-to-the-offer account etc, a request letter
for by-pass will be required from the Participant, signed by their authorized signatories
enabling the title of bank account to be updated accordingly. Further, in case of CDS
account of a Minor, IBAN to be inserted therein would be that of the relevant Guardian.
Moreover, in case of CDS account of Manager-to-the-Offer, IBAN to be inserted therein
would be that of the relevant Acquirer.
19. Permanent Address field is available in addition to the mailing address field in CDS with
the selection of city, province and country (as applicable). While the Residential Status is
associated with the city, province and country fields such that the fields will be enabled
or disabled as per the selected Residential Status.
20. In case of individual account, Business / Participant address is not allowed in the
permanent address field.
21. In case of corporate account, Registered/Head office address should be entered in
permanent address field.
22. Mailing address should be correct and complete i.e. (House #, Street #, Sector / Block /
phase/ number, nearest land mark, area, city, province & country name). In case the
permanent address is same as the mailing address, the Participant will be able to copy the
same address. The Residential Status is also associated such that the fields will be
enabled or disabled as per the selected Residential Status.
23. Person maintaining sub-accounts, either singly or jointly, must select “INDIVIDUAL” as
Shareholder category.
24. Contact person can only be the sub-account holder him / herself (or any of the joint
holder(s)). Moreover, a person in whose name the Power of attorney is issued by the
account holder(s) can also be the contact person.
25. Participant may add or update details pertaining to Special Convertible Rupee Account
(SCRA) of Sub Account Holder in case of resident status selected as “Repatriable”.
26. Attorney Details must be recorded in the attorney fields (if applicable).
27. In case of any change in the registration details of the sub-account holders, the respective
Participant himself can make necessary changes in the registration details based on their
SAOF & internal procedures which must be framed in light of the Central Depository
Company of Pakistan Limited Regulations and these Procedures.

December, 2017 External Page 3 of 3

PROCEDURE FOR DIRECT TRANSACTIONS

PROCEDURE FOR DIRECT TRANSACTIONS

October, 2020 External

PROCEDURE FOR DIRECT TRANSACTIONS

1. DEPOSIT OF ELIGIBLE SECURITIES INTO THE CDS ................................................. 1

1.1 Detailed Procedures ................................................................................................................... 3
2. WITHDRAWAL OF ELIGIBLE SECURITIES FROM THE CDS ..................................... 7
2.1 Detailed Procedures ................................................................................................................... 9
3. FREE DELIVERIES.................................................................................................... 12
3.1 Intra Account Movement ........................................................................................................ 14
3.1.1 Bulk Intra Account Movement (Uploading text file) ............................................................... 14
3.2 Inter Account Free Delivery .................................................................................................... 14
3.2.1. Bulk Inter Account Free Delivery (Uploading text file) .......................................................... 15
4. PLEDGE ................................................................................................................... 15
4.1 PLACING SECURITIES UNDER PLEDGE .............................................................................. 15
4.2 RELEASING SECURITIES FROM PLEDGE ............................................................................ 15
4.3 PLEDGE CALL ........................................................................................................................ 15

Annexure A & B

October, 2020 External

PROCEDURE FOR DIRECT TRANSACTIONS

DIRECT TRANSACTIONS

1. DEPOSIT OF ELIGIBLE SECURITIES INTO THE CDS

Securities of Issuers which have been issued and declared as eligible securities and are
in physical form brought into the system through this functionality. The deposit request
transaction can be initiated by an Account Holder/Participant either on behalf of his
client or on his own behalf. It will result in the cancellation of the security certificate /
Letter of Rights (LoR) in the name of the current owner and an increase in the CDC’s
nominee holding in the Members’/Security Holders’ Register of the Issuer.

All categories of Account Holders/Participants, i.e., stock brokers, banks, financial

institution, and institutional investors are able to deposit security certificates / Letter of
Rights (LoR) through this functionality in CDS

To give an overview to the user, an outline flow-chart of the procedures relating to

Deposit of Registered Form Securities into the CDS is given below:

October, 2020 External Page 1 of 17

PROCEDURE FOR DIRECT TRANSACTIONS

October, 2020 External Page 2 of 17

PROCEDURE FOR DIRECT TRANSACTIONS

1.1 Detailed Procedures

The detailed procedures for the deposit of security certificates / Letter of Rights (LoR)
into the Central Depository System are as follows:

As shown above, Account holder/Participant will fill out four copies of Securities Deposit
Form which contains, inter alia, the following data elements:

 Account Holder/Participant Id
 Account Holder/Participant Name
 Security / Letter of Rights (LoR) Id
 Security/ Letter of Rights (LoR) Name
 House/Sub-account Id
 House/Sub-account Title
 Issuer/Transfer agent Id
 Issuer/Transfer agent name
 Folio No. (multiple)
 Certificate No. (multiple)
 Distinctive Nos.— from (multiple)
 Distinctive Nos.— to (multiple)
 No. of securities (multiple)
 Security Acquisition Date
 Account Holder/Participant/authorized agent’s signature
In addition to the above the Securities Deposit Form has fields which the Issuer/Transfer
agent (R/TA) uses to indicate whether a particular security certificate / Letter of Rights
(LoR) has been rejected or accepted and, if accepted, cancelled.

Please note that deposit of physical securities into the Central Depository System (CDS)
that are not already registered in the name of an Account Holder/Sub-Account Holder is
prohibited under the CDC Regulations.

Although distinctive numbers of the securities being deposited are entered on the
Securities Deposit Form, these numbers are not entered into the CDS at any stage
because of the fungible nature of securities. The objective of putting them on the form
is to provide an audit trail back to the original securities should this be found necessary
at a later stage.

Relevant security certificates / Letter of Rights (LoR) shall be attached to the Securities
Deposit Form. Further, security certificates should also be accompanied with signed
transfer deeds. The Account Holder/Participant will then enter CDC as the transferee.

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Stamp duty on deposit of physical shares will also be applicable as per the relevant
applicable laws and regulations.

Account Holder/Participant will then key in the data into the system and is also required
to obtain printouts of deposit requests report and attach alongwith Securities Deposit
Form.

The Issuer/Transfer agent (R/TA) will mark the appropriate spaces in the Securities
Deposit Form, indicating against each security certificate / Letter of Rights (LoR)
whether it has been accepted or rejected. The ‘Accepted’ column and ‘Certificate
Cancelled’ column will contain the initials of Issuer/Transfer agent (R/TA) staff member
dealing with the transaction if the certificate mentioned on that line has been accepted.
In case of rejection, the Issuer/Transfer agent (R/TA) will put the appropriate rejection
code in the ‘Rejected’ column. It may be also be noted that an Issuer/R/TA reserves the
right to reject the deposit requests transaction if documents are not received by them
within 30 business days.

Partial acceptance of some of the certificates on a Securities Deposit Form is allowed by

the system.

Cancellation of a deposit request is allowed until such time the transaction is not saved
by Issuer/Transfer agent (R/TA).

As per regulation 8.1.1 of the CDC Regulations each Account Holder/Participant is

authorized to sign for and on behalf of CDC as its agent, all transfer deeds or other
instruments of transfer pertaining to such securities to be transferred in the name of
CDC for the purpose of deposit in the CDS. CDC permits Account Holder/Participant to
make a rubber stamp subject to the condition that the said rubber shall only be used for
affixing the stamp on transfer deeds or any other instruments executed in the name of
CDC for the specific purposes of depositing shares/ Letter of Rights (LoR) in CDS.
Contents of the stamp should be as follows:

“For and on behalf of Central

Depository Company of Pakistan
Limited”
(only for the purpose of Registration of
shares / Letter of Rights (LoR) in the
name of CDC under
Regulation 8.2.1(c) of the Central
Depository Company of Pakistan
Limited Regulations)

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An Account Holder/Participant shall authorise any person to sign the transfer deed
on his behalf through properly signed & stamped Power of Attorney or other
document to the satisfaction of the concerned Issuer/Transfer agent (R/TA).

In case of Book Closure, physical documents along with share certificates shall reach
Issuer/Transfer agent (R/TA) within 2 business days of start of the book closure
period. Further, during the Book Closure period for a Security the System does not
allow Account Holders/Participants to process and post Deposit Request transactions
for that particular Security.

The term Deposit Request Transaction as defined under Regulation 2.11.1 of the
CDCPL Regulations means: any deposit request which is initiated by the respective
Participant in CDS on behalf of account holder, in accordance with CDC Regulation
and these Procedures, is known as "Deposit Request Transaction".

The term Deposit Approval Transaction as defined under Regulation 2.11.1 of the
CDCPL Regulations means: any Deposit Request Transaction initiated by the
respective Participant and subsequently approved by relevant RTA, in accordance
with CDC Regulation and these Procedures, is known as Deposit Approval
Transaction.

The term Deposit Rejection Transaction as defined under Regulation 2.11.1 of the
CDCPL Regulations means: any Deposit request initiated by the Participant and
subsequently rejected by respective RTA due to any valid reason, in accordance with
CDC Regulation and these Procedures, is known as Deposit Rejection Transaction.

The term Deposit Request Cancellation Transaction as defined under Regulation

2.11.1 of the CDCPL Regulations means: A Transaction for cancellation of any
initiated Deposit Request Transaction by respective Participant, in accordance with
CDC Regulation and these Procedures, is known as "Deposit Request Cancellation
Transaction".

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A sampl e of the Se cu ri tie s De posi t f orm i s gi ve n be l ow f or u se r’s gu i dance .

Form No: _________

CENTRAL DEPOSITORY COMPANY OF PAKISTAN LTD Date prepared

SECURITIES DEPOSIT FORM Transaction Id

Account Holder/Participant Id Account Holder/Participant Name

Security ID Security Name

House/ Sub-account # House/ Sub-account holder Name

Registrar/Transfer Agent (R/TA) Id Registrar/Transfer Agent (R/TA) Name

Issuer/Transfer Agent (R/TA) use

Certificate / LOR # Distinctive Numbers

Security Acquisition No of Certs.
Accepted Rejected
Date Securities cancelled
Folio From To From To

TOTAL NUMBER OF SECURITIES Remarks

Account Holder/Participant use Account Holder/Participant/Authorised Agent's signature

Received from Name

Received by Signature

Attachment : - - Quantity of Security certificates / LoR with transfer deeds

- Printout(s)

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2. WITHDRAWAL OF ELIGIBLE SECURITIES FROM THE CDS

The withdrawal functionality enables Account Holders/Participants to withdraw
securities from the Central Depository System in the form of physical certificates. This
functionality is provided to cater for Account Holders/Sub-Account Holders who wish to
withdraw any securities from CDS. Securities Withdrawal Form will be completed by an
Account Holder/Participant either on behalf of his client or on his own behalf and will
ultimately result in the issuance of a fresh security certificates / Letter of Rights (LoR)* in
the name of the transferee in the form and a decrease in the CDC’s nominee holding in
the Members’/Security Holders’ Register of the Issuer.

To give the user an overview, an outline flow-chart of the procedures relating to

Withdrawal of Registered Form Securities from the CDS is given below:

Note

* For withdrawal of LoR, please refer CDC procedure titled “PROCEDURE FOR
INDUCTION OF UNPAID RIGHTS INTO CDS”

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CENTRAL DEPOSITORY COMPANY OF PAKISTAN LIMITED

WITHDRAWAL OF SECURITIES FROM CDS

Copy 4

Copy 3

Copy 2
Participant
receives Securities
Securities Withdrawal Form
Withdrawal
Form

Copy

Printout generated
Data entered into
system & posted
Provisional
receipt
given to
transferee
Retained by
Securities placed in participant
transit a/c

Verified by Issuer/Transfer agent

(R/TA)
[Link]-Copy
3

Printout-Copy 1&2
Update CDC's
Security nominee holding
Yes Withdrawal Form
All Ok?
(2 copies)

No
Updates S/holders
to a/c

Printout-R/TA copy Copy retained Sent to Issuer/

for records Transfer agent
Printout-2nd copy (R/TA)
Issues Security
[Link] (2 certificate
copies)
Updates &
approves
withdrawal
Signs both copies
of S.W. form &
printout
Printout (Part.
Rejection entered in system copy)

S.W. form - Returns docs. to

S/holder copy participant retain
copy of S.W. form
& printout
Security
Documents sent to participant certificates
Printout-R/TA copy

S.W. form -
Document filed
R/TA copy
Printout
Given to S/holder

Returned to S/Holder copy

S/holder

[Link] Documents filed

Documents filed

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2.1 Detailed Procedures

Withdrawal transaction will be initiated by an investor requesting an Account
Holder/Participant or an Account Holder/Participant to withdraw securities on his own
behalf. The detailed procedures will be as follows:

1. As shown above, Account Holder/Participant will prepare/receive four copies of

Securities Withdrawal Form which will contain, inter alia, the following
information:
 Account Holder/Participant Account Id
 Account Holder/Participant Name
 House/ Sub-account ID
 House / Sub-account name
 Issuer/Transfer agent (R/TA) ID
 Issuer/Transfer agent (R/TA) name
 Security / Letter of Rights (LoR) ID
 Security / Letter of Rights (LoR) Name
 No. of Securities being withdrawn
 Certificate(s) denominations required
 Account Holder/Participant/Authorised agent’s signature
 Transferee Name
 Father’s/Husband’s name
 Mailing Address
 Permanent Address
 Joint holders (three fields)
 Occupation
 Dividend mandate — Bank Detail (optional)
 CNIC / NICOP / Passport No. (in case of foreign national)
 Passport Details - Date & Place of issue
 Nominee Name
 Nominee CNIC / NICOP / Passport No. (in case of foreign national)
 Passport Details - Date & Place of issue
 Transferee’s name
 Transferee’s signature — two signatures, one will be cut out by the
Issuer/Transfer agent (R/TA) and used as his signature of record
 Rejection code (to be filled by the Issuer/Transfer agent (RTA) in case
of Rejection)

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 Shareholder category

The relevant data in the top portion of the above form will be entered into the
system by the Account Holder/Participant initiating the Withdrawal Request
Transaction. The lower portion of the form contains information, which is of
relevance, as stated above, to the Transferee’s folio in the Register of
Members/Security Holders of the Issuer.
2. Account Holder/Participant will then key in the data to the system and is also
required to obtain printouts of withdrawal requests report and attach along with
Securities Withdrawal Form.
3. The Issuer/Transfer agent (R/TA) will verify that the Securities Withdrawal Form is
properly completed and will then execute the Withdrawal Approval transaction.
The system provides for a two-stage confirmation process i.e., ‘update’ and ‘post’.
This is a control feature, which the Issuer/Transfer agent (R/TA) can use if he wants
to approve withdrawal requests in one step and issue relevant security certificates
/ Letter of Rights (LoR) in another.
4. Partial approvals of withdrawal transactions by R/TA will not be allowed.

Note: During the Book Closure period of a Security, the System does not allow
Account Holders / Participants to process and post Withdrawal Request
transactions of that particular Security.

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A sample of the Securities Withdrawal Form is given below for user’s guidance.
Form No: _______

Date prepared
CENTRAL DEPOSITORY COMPANY OF PAKISTAN LTD

SECURITIES WITHDRAWAL FORM Transaction Id

Account Holder/
T Participant Id Account Holder/Participant Name
O

B
E
House/ Sub-account Id House / Sub-account Name
E
N
T
E Issuer/Transfer Agent (R/TA) Id Issuer/Transfer Agent (R/TA) Name
R
E
D
Security ID Security Name
B
Y

P Securities Account Holder/Participant/

A
R withdrawn Certificates to be issued in lots of: Authorised Agent's signature
T
I
One certificate Other (please specify)
CI
P
A
N Certificates to be delivered to : Account Holder/Participant Transferee
T

Should be signed by the authorized signatory(ies) who are authorized to communicate with CDC
Transferee's Name Father's/Husband's Name

Address: Joint Holders:

T
O

B
E

E
N
T
E Occupation
R
E
D
Dividend mandate (optional)
B
Y Bank Account No
T Branch Name City
R
A
N National I.D. Card No. Passport details (if foreign national)
S No: Date & Place of issue:
F
E
R Successor's Name Transferee's signature Rejected Code
E (R/TA use)
E

Shareholder category:
Signature for Issuer /
Individual Investment Company Financial Institution Transfer Agent (R/TA)
record
Other (please specify)
FOR

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3. FREE DELIVERIES
The term ‘Free Deliveries’ applies to all book-entry deliveries of securities, which takes
place without any corresponding movement of cash on the system.

An Account Holder/Participant is only allowed to deliver securities out of his Account

Family. The security controls built into the system does not allow an Account
Holder/Participant access to any Account Family other than his own control. Participants
are required to select specific Applicable reason codes for “Intra Account Movement” &
“Inter Participant Free Delivery” to clearly segregate the transactions in CDS that are
executed.

This category of transaction also covers book-entry deliveries between an Account

Holder/Participant’s main account, house account, collateral account and the sub-
accounts maintained on the system.

The Free Delivery transaction does not require separate initiation and confirmation
stage. The transaction is completed when an Account Holder/Participant enters data
into the system asking for securities to be delivered from his account to another
account. The Account Activity Report produced by the system on request provides the
necessary documentation and audit trail of the transaction. For the sake of their own
documentation, Account Holder/Participant can, subject to the provisions of the CD Act
and CDC Regulations, get their clients to fill out standard forms when giving instructions
to the Account Holder/Participant.

In case the recipient of the securities being delivered does not wish to accept them, the
concerned Account Holder / Participant can execute another free delivery to reverse the
impact of the original transaction.

Once an Account Holder/Participant has delivered securities from his account to

another Account Holder/Participant’s account, the transaction can only be reversed
through the recipient Account Holder / Participant.

To give the user an overview of free deliveries, a flow chart of the procedures is given
below:

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CENTRAL DEPOSITORY COMPANY OF PAKISTAN LIMITED

Free Deliveries

Delivering participant
keys data into system
and post it.

Matching of UIN Transaction

(where required) and No rejected by the
Adequate Available system
Security position

Yes

Shares
transferred by
the system to
the target
account.

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Free deliveries are executed in the CDS by means of the four following options:

 Intra Account Movement

 Bulk Intra Account Movement
 Inter Account Free Delivery
 Bulk Inter Account Free Delivery
Each of the above options is described in detail in the following paragraphs.

3.1 Intra Account Movement

The Central Depository System provides facility to Account Holders/Participants to
transfer securities between accounts within their control in certain scenarios.

It must be noted that the Intra Account Movement covers only free deliveries, i.e., those
transactions not involving a corresponding movement of cash on the system. A detailed
description of Reason Codes is elaborated in Annexure “B” of this document.

3.1.1 Bulk Intra Account Movement (Uploading text file)

The Bulk Intra Account Movement transaction has been provided in the CDS to cater for
the need for posting or deleting a large number of previously entered but un-posted
Intra Account Movement transactions, instead of having to post each transaction
individually. This functionality is purely for saving time and effort.

3.2 Inter Account Free Delivery

This functionality is used to make Free Deliveries of securities between one
Account Holder/Participant and another. As stated above Free Deliveries are transfers
of securities between one account/sub-account and another, which do not involve
corresponding cash movements on the system. Accordingly, Inter Participant Free
Delivery enables the Participant / Account Holder to transfer securities directly from one
sub-account / house account to another sub-account / house account held under the
umbrella of another Participant or to the main Account, depending upon the
nature/Reason code of the transaction. A detailed description of FD mechanisms along
with Reason codes is elaborated in Annexure “A” of this document.
In case the Account Holder/Participant wants to make a Free Delivery transaction in
favour of an Investor Account, he shall be required to specify the Investor Account
Services Id, account number and relevant reason code.
Free Delivery of Book-entry Securities means a movement of book entry securities from
a source holding under the control of an Account Holder to a target holding under the
control of another Account Holder.

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1.2.1. Bulk Inter Account Free Delivery (Uploading text file)

The bulk inter Participant Free Delivery transaction has been provided in the CDS to
cater for the need for posting or deleting a large number of previously entered but un-
posted Inter Account Free Delivery transactions, instead of having to post each
transaction individually. This functionality is purely for saving time and effort.

4. PLEDGE
4.1 PLACING SECURITIES UNDER PLEDGE
An Account Holder or a Participant, acting either on his own behalf or on behalf of his
client, can place securities under pledge in favour of an Eligible Pledgee. Prior written
authorization (on the prescribed format) from sub-Account Holders/clients is required in
case of pledge through sub-accounts (with Banks, DFI and other institutions other than
Stock Exchanges and the Clearing Company). Participants shall also ensure that a copy of
such authorization is forthwith submitted with the Eligible Pledgee. Placing securities
under pledge results in the securities being flagged as no longer available for handling
till such time these are released from pledge. For placement of securities into pledge,
Participants are required to type unique identification “Pledge Group ID” under Pledge
group definition in CDS. The Id is created by eligible Pledgee. Participant is also required
to input the house/ collateral/sub account number from which the security is being
pledged.

4.2 RELEASING SECURITIES FROM PLEDGE

Securities, which have been placed under Pledge, can be released only by Eligible
Pledgee. In other words, if an Eligible Pledgee gives instructions to release certain
pledged securities, the CDC does not verify that the obligation of the Pledgor has been
discharged or that alternate collateral has been furnished.

As soon as the securities are released from pledge they become available to the Pledgor
for handling.

4.3 PLEDGE CALL

Upon default of the Pledgor, securities which have been pledged can be called by the
Eligible Pledgee and transferred to any of its other account in CDS for handling. An
Eligible Pledgee is not required to make any further representation to CDC that the
Pledgor has defaulted or otherwise created a condition whereby a pledge call may be
made. In other words, Eligible Pledgee is not required to notify CDC of pledge call either
before or after the transaction.

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The term Pledge Call Transaction as defined under Regulation 2.11.1 of the CDCPL
Regulations means: any Pledge securities movement transaction, initiated by Eligible
Pledgee held in the pledgor’s account in pledged position in favor of Eligible Pledgee, to
IAS / House / Sub account under of Eligible Pledgee, in accordance with CDC Regulation
and these Procedures, is known as "Pledge Call Transaction".

The term Pledge Group Close Transaction as defined under Regulation 2.11.1 of the
CDCPL Regulations means closure of Pledge Group Id transaction initiated by respective
Eligible Pledgee in the CDS is known as “Pledge Group Close Transaction".
The term Pledge Group Open Transaction: as defined under Regulation 2.11.1 of the
CDCPL Regulations means opening of Pledge Group Id transaction initiated by respective
Eligible Pledgee in the CDS is known as “Pledge Group Open Transaction".

The term Pledge Release Transaction: as defined under Regulation 2.11.1 of the CDCPL
Regulations means any pledged securities of pledgor's account released by respective
Eligible Pledgees in the CDS is known as "Pledge Release Transaction".

The term Pledge Security Transaction as defined under Regulation 2.11.1 of the CDCPL
Regulations means any Participant / Account Holder may pledge the securities under his
control in favour of an Eligible pledgee is known as “Pledge Security Transaction".

The term Eligible Pledgees Reports as defined under Regulation 2.11.1 of the CDCPL
Regulations means all relevant reports pertaining to Eligible Pledgees is known as
“Eligible Pledgees Report".

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A sample of the Securities Pledge Form is given below:

(On non-judicial stamp paper where the value of pledge transaction is Rs. 500,000/- or more)

Standard Form for Pledging of Securities

(with Banks, DFI and other institutions other than Stock Exchanges and the Clearing Company)

I/We, [insert name(s) of Sub-Account Holders], the Sub-Account Holder(s) of [insert name of
the Participant] (hereinafter referred to as the “Participant”), hereby authorize the Participant
in terms of Sections 12 & 24 of the Central Depositories Act, 1997 read with the relevant
provisions of the Sub-Account Opening Form and the CDC Regulations to pledge my/our Book-
entry Securities beneficially owned by me/us and entered in my/our Sub-Account maintained
with the Participant as per the following details:

S. # Name of Security No. of Securities Name of Eligible Pledgee

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

__________________________

Signature of Sub-Account Holder

(As per CNIC)

Sub-Account No. ______________

Date: __________________

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Annexure A
Central Depository System
Reason Code Table for Inter Participant Free Deliveries

Main Account Main Account UIN of Target

S. Reason Reason Code Documentation / Reporting
Detailed Code Description Status Allowed as Allowed as Account
No Code # Name Requirements
Target Account Source Account Mandatory

To be used specifically for sale/purchase of

unlisted securities (not listed on any
Securities Exchange) such as privately placed
Transfer in case TFC’s and securities of public unlisted and
No
Sale / Purchase private limited entities. It can also be used
1. P010 Active NA Yes Yes (in case of Main
of Unlisted for “REPO transactions” which take place in
Account)
securities debt security, not being a listed security. For
all other cases involving unlisted securities,
relevant reason code shall be used according
to the nature of transaction.

To be used for Securities transactions

Transfer owing involving privatization, denationalization, This code will be activated upon written Yes
2. P013 to Privatization divestment, or disinvestment by Inactive request from the Privatization No No (UIN required to
by GoP Government of Pakistan or any department Commission / concerned Custodian. be entered)
of Government.

Transfer owing To be used for transactions of Listed This code will be activated upon written Yes
3. P015 to Acquisition of Securities pertaining to acquisition of voting Inactive request from concerned Manager of the No No (UIN required to
Listed shares shares and takeovers. Acquisition. be entered)
Transfer owing To be used for transactions of Listed This code will be activated upon written Yes
4. P016 to Buy–Back of Securities pertaining to buy-back of shares Inactive request from “Authorized Agent” to the No No (UIN required to
Listed shares as per section (88) of Companies Act 2017. Buy–Back. be entered)
Transfer /
To be used for transfer of Securities where Documentation including death certificate
Transmission Yes
transmission is required due to the death of issued by NADRA, succession certificate (if
5. P019 upon death of Active No No (UIN required to
an individual Account holder or Sub-account applicable), indemnity etc. to be obtained
individual be entered)
holder. and maintained by the Participant.
holder

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Annexure A
Central Depository System
Reason Code Table for Inter Participant Free Deliveries

Main Account Main Account UIN of Target

S. Reason Reason Code Documentation / Reporting
Detailed Code Description Status Allowed as Allowed as Account
No Code # Name Requirements
Target Account Source Account Mandatory

To be used for transactions of Listed This code will be activated upon written Yes
Transfer owing
6. P020 securities pertaining to Offer for Sale under Inactive request from the Manager to the Issue of No No (UIN required to
to Offer for Sale
section 87 of Securities Act, 2015 the security. be entered)
1. In case of listed securities, all
transactions under this head are
required to be underlined as Off-
Market on the Securities Exchange in
the manner prescribed by the
Securities Exchange for Off-Market
Transactions;
2. Consent on prescribed format i.e.
To be used for transfer of securities
Gift to other “Notice of Transfer of Securities
pertaining to gift transactions by an Yes
than relative through Gift” duly filled & signed by
7. P022 individual account holder made on account Inactive No No (UIN required to
(individuals the Donor with all Joint holder(s), if
of natural love and affection (other than be entered)
only) any and Donee (signature of donor
relative).
should be verified by the Participant
under his signature and stamp) along
with the evidence of reporting of
such transactions on NDM as off-
market transactions in the manner
prescribed by the Securities
Exchange, to be provided to CDC
under a covering letter.
To be used for returning the Securities
Reversal of Yes
mistakenly delivered to wrong account This code will be activated upon written
8. P023 Erroneous Inactive No No (UIN required to
and/or with incorrect volume to the other request from the Participant.
Transactions be entered)
Participant.
To be used for transfer of securities from an Consent on prescribed format i.e. “ Notice
Gift to a relative Yes
individual account holder by way of gift only of Transfer of Securities through Gift” duly
9. P024 (individuals Inactive No No (UIN required to
to relative (as defined in section 85(5) of the filled & signed by the Donor with all Joint
only) be entered)
Income Tax Ordinance 2001). holder(s), if any and Donee (signature of

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Annexure A
Central Depository System
Reason Code Table for Inter Participant Free Deliveries

Main Account Main Account UIN of Target

S. Reason Reason Code Documentation / Reporting
Detailed Code Description Status Allowed as Allowed as Account
No Code # Name Requirements
Target Account Source Account Mandatory

Donor should be verified by the

Participant under his signature and stamp)
to be provided to CDC under a covering
letter.
Transfer due to To be used to forward the securities to
No
Squaring up NCCPL due to Squaring up transactions
10. P032 Active NA Yes Yes (in case of Main
transactions which is subsequently transferred by NCCPL
Account)
through NCCPL to the original buyer.
To be used for transfer of:
(a) MT Financed Securities (that were
initially delivered in the Main Account
of an MT Account Holder) pursuant to
Transfer of MT
an MT (R) Transaction; or This code will be activated upon written
11. P037 Financed Inactive Yes Yes No
(b) book-entry securities representing request from the Clearing Company.
Securities
corporate action entitlements accrued
on MT Financed Securities,
Where one party to such transfer is the
Clearing Company.
To be used for transfer of:
(a) MF Financed Securities (that were
initially delivered in the Main Account
of an MF Account Holder) pursuant to
Transfer of MF
an MF (R) Transaction where one party This code will be activated upon written
12. P038 Financed Inactive Yes Yes No
to such transfer is the Clearing request from the Clearing Company.
Securities
Company; or
(b) Book-entry securities representing
corporate action entitlements accrued
on Margin Financed Securities.

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Annexure A
Central Depository System
Reason Code Table for Inter Participant Free Deliveries

Main Account Main Account UIN of Target

S. Reason Reason Code Documentation / Reporting
Detailed Code Description Status Allowed as Allowed as Account
No Code # Name Requirements
Target Account Source Account Mandatory

Settlement of
To be used for settlement of OTC market
OTC Market No
type securities where the transaction was
13. P041 related Active NA Yes Yes (in case of Main
reported to relevant Securities Exchange in
transactions Account)
accordance with OTC Regulations.
only

Transfer against Yes

To be used for transfer of listed securities
14. P043 Issuance of GDR Active NA No No (UIN required to
pertaining to the issuance of GDRs / ADRs.
/ ADR be entered)

Transfer against To be used for transfer of listed securities Yes

15. P044 Cancellation of pertaining to the cancellation of GDRs / Active NA No No (UIN required to
GDR / ADR ADRs. be entered)

Yes
Portfolio To be used for transfer of Securities where (auto checked with
16. P045 Transfer (where all UIN’s of source account and target Active NA No No all UIN’s to be
all UINs match) account are same. same in both
Accounts)

To be used when securities are required to

Transfer Relevant documents such as court order
be moved pursuant to order or directive of Yes
pursuant to any or directive issued by competent
17. P046 authorities like SECP, court of law, etc. (for Active No No (UIN required to
law or court authority shall be obtained and
transfers where Capital Gain Tax is be entered)
order - Taxable maintained by the Participant.
applicable).

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Annexure A
Central Depository System
Reason Code Table for Inter Participant Free Deliveries

Main Account Main Account UIN of Target

S. Reason Reason Code Documentation / Reporting
Detailed Code Description Status Allowed as Allowed as Account
No Code # Name Requirements
Target Account Source Account Mandatory

Transfer To be used when securities are required to

Relevant documents such as court order
pursuant to any be moved pursuant to order or directive of Yes
or directive issued by competent
18. P047 law or court authorities like SECP, court of law, etc. (for Active No No (UIN required to
authority shall be obtained and
order - Non transfers where Capital Gain Tax is not be entered)
maintained by the Participant.
Taxable applicable).
Transfer owing To be used to forward the securities to the
to late deliveries NCCPL owing to late deliveries against failed No
19. P049 against failed Balance Order (BO) movement, which is Active NA Yes Yes (in case of Main
BO movement subsequently transferred by NCCPL to the Account)
original buyer.
1. BR or PoA of the nominating Issuer.
2. Form 28 or 29 duly certified by CRO.
Transfer of To be used for transfer of book-entry Yes
3. Cover letter signed by Company
20. P052 Qualification securities involving qualification shares of Inactive No No (UIN required to
Secretary or CEO or any two directors
Shares directors. be entered)
with details of transfer.
4. Article of Association.
To be used for Securities transactions 1. BR of the Requesting Account Holder.
whereby Securities are transferred to a 2. SECP approval.
Transfer for holding company for the purpose of 3. Cover letter signed by Company
Yes (UIN required
21. P053 Formation of formation of a group and registration Inactive Secretary or CEO or any two directors No No
to be entered)
Group thereof with the Commission under the or authorized signatories with details
Group Companies Registration Regulations, of transfer.
2008.
To be used for securities transactions
1. Cover letter signed by authorized
Transfer of whereby securities are transferred from an
signatories of Trustee with details of
Employees’ employees’ fund account under the control
transfer. Yes (UIN required
22. P054 Fund Account of trustee to the accounts or sub-accounts of Inactive No No
2. Certified True Copy of Trust Deed & to be entered)
under Trust relevant employees entitled to beneficial
Trust Resolution
Deed interest in such securities in terms of the
trust deed of such employees’ fund.

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 PROCEDURE FOR DIRECT TRANSACTIONS

Annexure A
Central Depository System
Reason Code Table for Inter Participant Free Deliveries

Main Account Main Account UIN of Target

S. Reason Reason Code Documentation / Reporting
Detailed Code Description Status Allowed as Allowed as Account
No Code # Name Requirements
Target Account Source Account Mandatory

To be used for securities transactions 1. Cover letter signed by authorized

whereby securities are transferred from an signatories of Trustee with details of
Transfer under
employees’ fund to another employees’ transfer. Yes (UIN required
23. P055 Employees’ Inactive No No
fund provided the beneficiaries of the 2. Certified True Copy of Trust Deed & to be entered)
Fund Scheme
transferring fund become the beneficiaries Trust Resolution
of the transferee fund.
1. Certified true copy of Board
Resolution
2. Certified true copy of minutes of
AGM authorizing issuance of
Transfer owing
dividend in specie
to distribution To be used for transfer of securities
3. Confirmation / Undertaken letter Yes (UIN required
24. P057 of Securities by consequent to distribution of Securities by Inactive No No
from company (Other Issuer) to be entered)
way of dividend way of dividend in Specie.
4. Request letter from Participant with
in specie
authorized signatories for transfer of
shares by way of dividend in specie.
Any other relevant document as may be
required by CDC.
Transfer
To be used for transfer of underlined
Pursuant to Yes (UIN required
25. P061 securities against issuance of Exchange Active NA No No
issuance of ETF to be entered)
Traded Fund (ETF).
Units
Transfer
To be used for transfer of underlined
Pursuant to Yes (UIN required
26. P062 securities against cancellation of Exchange Active NA No No
cancellation of to be entered)
Traded Fund (ETF).
ETF Units

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 PROCEDURE FOR DIRECT TRANSACTIONS

Annexure B
Central Depository System
Reason Code Table for Intra Account Free Deliveries

Reaso
Main Account Main Account
n
S. No Reason Code Name Detailed Code Description Status Documentation / Reporting Requirements Allowed as Target Allowed as
Code
Account Source Account
#
To be used specifically for sale/purchase of unlisted
securities (not listed on any Securities Exchange) such
as privately placed TFC’s and securities of public
Transfer in case Sale /
unlisted and private limited entities. It can also be
1. A018 Purchase of Unlisted Active NA Yes Yes
used for “REPO transactions” of unlisted debt
securities
securities. For all other cases involving unlisted
securities, relevant reason code shall be used
according to the nature of transaction.

To be used for transactions involving privatization,

This code will be activated upon written request
Transfer owing to denationalization, divestment, or disinvestment by
2. A019 Inactive from the Privatization Commission / concerned No No
Privatization by GoP Government of Pakistan or any department of
Custodian.
Government.

Transfer owing to To be used for listed securities transactions pertaining This code will be activated upon written request
3. A021 Inactive No No
Acquisition of Listed shares to acquisition of voting shares and takeovers. from concerned Manager of the Acquisition.
To be used for transactions of Listed Securities
Transfer owing to Buy– This code will be activated upon written request
4. A022 pertaining to buy-back of shares as per section (88) of Inactive No No
Back of Listed shares from “Authorized Agent” to the Buy–Back.
Companies Act 2017.
Documentation including death certificate
Transfer / Transmission To be used for transfer of Securities where
issued by NADRA, succession certificate (if
5. A026 upon death of individual transmission is required due to the death of an Active No No
applicable), indemnity etc. to be obtained and
holder individual Account holder or Sub-account holder.
maintained by the Participant.
To be used for transactions of Listed securities
Transfer owing to Offer for This code will be activated upon written request
6. A027 pertaining to Offer for Sale under section 87 of Inactive No No
Sale from the Manager to the Issue of the security.
Securities Act, 2015.
1. In case of listed securities, all transactions
under this head are required to be
To be used for transfer of securities pertaining to gift
Gift to other than relative underlined as Off-Market on the Securities
7. A029 transactions by an individual account holder made on Inactive No No
(individuals only) Exchange in the manner prescribed by the
account of natural love and affection (other than
Securities Exchange for Off-Market
relative)
Transactions;

October, 2020 External Page 1 of 5

 PROCEDURE FOR DIRECT TRANSACTIONS

Annexure B
Central Depository System
Reason Code Table for Intra Account Free Deliveries

Reaso
Main Account Main Account
n
S. No Reason Code Name Detailed Code Description Status Documentation / Reporting Requirements Allowed as Target Allowed as
Code
Account Source Account
#
2. Consent on prescribed format i.e. “Notice
of Transfer of Securities through Gift” duly
filled signed by the Donor with all Joint
holder(s), if any and Donee (signature of
Donor should be verified by the Participant
under his signature and stamp) along with
the evidence of reporting of such
transactions on NDM as off-market
transaction in the manner prescribed by
the Securities Exchange, to be provided to
CDC under a covering letter.

To be used to return the securities mistakenly

Reversal of erroneous This code will be activated upon written request
8. A031 delivered to wrong account and/or with incorrect Inactive Yes Yes
transactions from the Participant.
volume under the Participant’s umbrella.

Consent on prescribed format i.e. “Notice of

Transfer of Securities through Gift” duly filled &
To be used for transfer of securities from an individual
signed by the Donor (along with all Joint
Gift to a relative account holder by way of gift only to relative (as
9. A032 Inactive holder(s) incase of Joint account) and Donee No No
(individuals only) defined in section 85(5) of the Income Tax Ordinance
(signature of Donor should be verified by the
2001).
Participant under his signature and stamp) to be
provided to CDC under a covering letter.

Movement from Sub to To be used for transfer of listed securities from Sub- All formalities as prescribed under the CDC
10. A037 Active No No
Collateral Account Account to Collateral account. Regulations 9.1.1 (ka) shall be complied with.

Movement from Collateral To be used for transfer of listed securities from

11. A040 Active NA No No
to Sub Account Collateral account to the original Sub-Account.

October, 2020 External Page 2 of 5

 PROCEDURE FOR DIRECT TRANSACTIONS

Annexure B
Central Depository System
Reason Code Table for Intra Account Free Deliveries

Reaso
Main Account Main Account
n
S. No Reason Code Name Detailed Code Description Status Documentation / Reporting Requirements Allowed as Target Allowed as
Code
Account Source Account
#
To be used for transfer of:

a) MT Financed Securities (that were initially

delivered in the Main Account of an MT
Transfer of MT Financed Account Holder) to the relevant MT Account This code will be activated upon written request
12. A043 Inactive No Yes
securities by such MT Account Holder; or from the Clearing Company.
b) Book-entry securities representing corporate
action entitlements accrued on MT Financed
Securities to the relevant House Account or
Sub-Account.
To be used for settlement of OTC market type
Settlement of OTC Market securities where the transaction was reported to
13. A048 Active NA Yes Yes
related transactions only relevant Securities Exchange in accordance with OTC
Regulations.
Transfer against Issuance To be used for transfer of listed securities pertaining
14. A050 Active NA No No
of GDR / ADR to the issuance of GDRs / ADRs.

Transfer against To be used for transfer of listed securities pertaining

15. A051 Active NA No No
Cancellation of GDR / ADR to the cancellation of GDRs / ADRs.

Portfolio Transfer (where To be used for transfer of Securities where all UIN’s of
16. A052 Active NA No No
all UINs match) source account and target account are same.

To be used when securities are required to be moved

Transfer pursuant to any Relevant documents such as court order or
pursuant to order or directive of authorities like SECP,
17. A053 law or court order - Active directive issued by competent authority shall be No No
court of law, etc. (for transfers where Capital Gain Tax
Taxable obtained and maintained by the Participant.
is applicable).
To be used when securities are required to be moved
Transfer pursuant to any Relevant documents such as court order or
pursuant to order or directive of authorities like SECP,
18. A054 law or court order - Non Active directive issued by competent authority shall be No No
court of law, etc. (for transfers where Capital Gain Tax
Taxable obtained and maintained by the Participant.
is not applicable).

October, 2020 External Page 3 of 5

 PROCEDURE FOR DIRECT TRANSACTIONS

Annexure B
Central Depository System
Reason Code Table for Intra Account Free Deliveries

Reaso
Main Account Main Account
n
S. No Reason Code Name Detailed Code Description Status Documentation / Reporting Requirements Allowed as Target Allowed as
Code
Account Source Account
#
To be used for onward movement of Book-entry
Transfer of MF Financed securities representing corporate action entitlements
19. A057 Inactive NA No No
securities accrued on MF Financed Securities from House
Account to the relevant Financee Sub-Account(s).
1. BR or PoA of the nominating Issuer.
2. Form 28 or 29 duly certified by CRO.
Transfer of Qualification To be used for transfer of book-entry securities 3. Cover letter signed by Company Secretary
20. A058 Inactive No No
Shares involving qualification shares of directors. or CEO or any two directors with details of
transfer.
4. Article of Association.

To be used for securities transactions whereby

1. Cover letter signed by authorized
securities are transferred from an employees’ fund
Transfer of Employees’ signatories of Trustee with details of
account under the control of trustee to the accounts
21. A060 Fund Account under Trust Inactive transfer. No No
or sub-accounts of relevant employees entitled to
Deed 2. Certified True Copy of Trust Deed & Trust
beneficial interest in such securities in terms of the
Resolution
trust deed of such employees’ fund.

1. Cover letter signed by authorized

To be used for securities transactions whereby
signatories of Trustee with details of
securities are transferred from an employees’ fund to
Transfer under Employees’ transfer.
22. A061 another employees’ fund provided the beneficiaries of Inactive No No
Fund Scheme 2. Certified True Copy of Trust Deed & Trust
the transferring fund become the beneficiaries of the
Resolution
transferee fund.

October, 2020 External Page 4 of 5

 PROCEDURE FOR DIRECT TRANSACTIONS

Annexure B
Central Depository System
Reason Code Table for Intra Account Free Deliveries

Reaso
Main Account Main Account
n
S. No Reason Code Name Detailed Code Description Status Documentation / Reporting Requirements Allowed as Target Allowed as
Code
Account Source Account
#

Transfer due to
To be used for Securities transactions whereby 1. Board Resolution.
formation of group
Securities are transferred to a holding company for 2. SECP Approval.
23. A062
under the Group the purpose of formation of a group and registration Inactive 3. Covering letter with authorized No No
Companies Registration thereof with the Commission under the Group signatories>
Regulations, 2008 Companies Registration Regulations, 2008.

1. Certified true copy of Board Resolution

2. Certified true copy of minutes of AGM

authorizing issuance of dividend in specie

3. Confirmation / Undertaken letter from

Transfer owing to
company (Other Issuer)-Annexure A
distribution of Securities To be used for transfer of securities consequent to
24. A064 Inactive No No
by way of dividend in distribution of Securities by way of dividend in Specie. 4. Request letter from Participant with
specie authorized signatories for transfer of
shares by way of dividend in specie-
Annexure B

Any other relevant document as may be

required by CDC.

October, 2020 External Page 5 of 5

PROCEDURE FOR RECTIFICATION OF BREACH

PROCEDURE FOR HANDLING

RECTIFICATION OF BREACH OF THE
PROVISION 9.1.1(KA)(V) OF THE CDC
REGULATIONS BY A PARTICIPANT WITH
RESPECT TO COLLATERAL ACCOUNT (CLA)

November 27, 2010 External Page 1 of 2

PROCEDURE FOR RECTIFICATION OF BREACH

Procedure for Handling Rectification of Breach of the Provision 9.1.1(ka)(v) of

the CDC Regulations by a Participant with respect to Collateral Account (CLA)
Movement of shares for rectifying the breach during the Blocking of CLA shall take place as per
the following procedure:

1. Participant will be required to request CDC for such transfer. The request letter (on
Participant letter head) addressed to MCSS should be duly signed by the authorized
signatory(ies). The letter shall also confirm payment of fine.
2. CDC on the basis of which will allow movement of security from CLA in control
environment in the following manner:
2.1 First, FD Intra Saving will be allowed / provided to a specific user for saving of
transaction while keeping other users blocked. At the same time CDC will
unblock CLA to facilitate the control environment activity.
2.2 Participant will be required to inform CDC after execution of saving. Based on
which CDC will block the save users.
2.3 After saving, specific user will be allowed to post the transaction while
keeping other users blocked. Again, participant will be required to inform CDC
after posting of transaction.
2.4 On the basis of above, once shares have been moved and breach rectified,
CDC will restore user authorities and block CLA once again. Please note that
no verification in respect to the above will be carried out by CDC. It will be the
responsibility of the participants to ensure that shares in correct quantity are
moved to the respective accounts.
2.5 CDC will unblock CLA upon completion of the period as defined in the notice
subject to 2.4 above.

-------------------------------------------****---------------------------------------------------

November 27, 2010 External Page 2 of 2

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

PROCEDURES FOR HANDLING UNITS OF

OPEN-END MUTUAL FUND IN CDS

November 27, 2012 External

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

TABLE OF CONTENTS
Page

INTRODUCTION ..........................................................................................................................1
ISSUANCE OF UNITS OF OPEN-END MUTUAL FUND IN BOOK-ENTRY FORM ..............................2
Submission of applications for issuance of units ........................................................................2
Processing of the applications by the distribution branch .........................................................2
Processing of applications by the AMC / RTA .............................................................................2
Approval/rejection of the transaction By Trustee of respective fund ........................................3
Recording electronic units in the Unit Holder’s Register ............................................................3
Flowchart....................................................................................................................................4
REDEMPTION OF UNITS OF OPEN-END MUTUAL FUND .............................................................5
Submission of the Redemption Form .........................................................................................5
Processing of the request by Participant / IAS ...........................................................................5
Processing of request by AMC ....................................................................................................5
Approval / rejection of redemption request ..............................................................................5
Disbursement of payment ..........................................................................................................6
Flowchart....................................................................................................................................7
TRANSFER OF UNITS OF OPEN-END MUTUAL FUND ...................................................................8
Submission of the ‘Transfer Form’..............................................................................................8
Processing of the request by Participant / IAS ...........................................................................8
Processing of request by AMC ....................................................................................................8
Approval / rejection of the transfer request ..............................................................................9
Flowchart..................................................................................................................................10
DEPOSIT AND WITHDRAWAL INTO/FROM CDS ........................................................................11
DEPOSIT OF UNITS THROUGH CDS ...........................................................................................11
WITHDRAWAL OF UNITS FROM CDS ........................................................................................11
PLEDGE OF UNITS THROUGH CDS .............................................................................................11
corporate actions .....................................................................................................................11
Entitlement...............................................................................................................................11
Merger / Amalgamation and De-merger of Funds: ..................................................................11
PROCEDURE FOR REINVESTMENT OF DIVIDENDS ....................................................................11
Annexure A ...............................................................................................................................12
Annexure B ...............................................................................................................................13
Annexure C ...............................................................................................................................14
Annexure D ...............................................................................................................................15

November 27, 2012 External

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

INTRODUCTION

This document sets forth the procedures for issuance, redemption, transfer, deposit,
withdrawal, pledge, and corporate actions with respect to units of open-end mutual fund
through the Central Depository System (CDS).

Since, all provisions of CDC Regulations pertaining to Deposit, Withdrawal, Pledge and
Corporate Action will apply on the Units of open-end scheme. Accordingly, requirement of
respective CDS Procedures will equally applicable on these transactions.

Considering the business requirements, ‘Free Delivery’ functionality would not be attached /
associated with the Units of open end scheme. Further, fractional units are not being handled in
the system and will be handled outside the CDS.

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PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

ISSUANCE OF UNITS OF OPEN-END MUTUAL FUND IN BOOK-ENTRY FORM

Submission of applications for issuance of units

1.1 The applicant who opts for issuance of units in electronic form (using a CDS account)
shall:

(a) complete the application form provided by the distribution branch, and
(b) ensure that a valid participant ID and the CDS account number where the
electronic units are to be credited have been mentioned in the relevant columns
of the form.
1.2 The applicant shall then submit the application form along with the payment instrument
at a distribution branch.

Processing of the applications by the distribution branch

2.1 The distribution branch upon receipt of the application forms for issuance of units shall
dispatch the forms with relevant documents (if any) to the AMC/ RTA for processing
according to the procedures prescribed by the respective AMC.

Processing of applications by the AMC / RTA

3.1 Upon receipt of the applications with relevant documents (if any) from the distribution
branches, the AMC / RTA shall:
(a) sort out the applications for CDS & other than CDS units; and
(b) upload on to CDS the files in the specified format (refer Annexure A) (whole units
only) of those applicants who applied for book-entry units. Fractional units (if any)
will be handled outside the CDS. Uploading of applications for book-entry units
does not credit units to the target CDS account.
3.2 If the system restricts uploading due to:
(a) invalid/suspended participant ID
(b) invalid/blocked CDS account, or
(c) the target account being a main account;

Physical units shall be provided to the applicant in place of book-entry units.

November 27, 2012 External Page 2 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

3.3 After successful upload, AMC/ RTA shall generate the list of applicants and send it to the
Trustee for approval along with sale of units forms. Format of text file for upload is
annexed as Annexure A.

Approval/rejection of the transaction By Trustee of respective fund

4.1 On the basis of the above report, the Trustee shall verify the transactions by comparing
the bank statement with the list of applicants received from the AMC / RTA. The Trustee
will approve/ reject the transactions on the basis of this verification.
4.2 Upon approving, the units (i.e. whole units) will be credited in the designated CDS
accounts of the applicants. Fractional units (if any) shall be handled outside the CDS.
4.3 Upon rejection, the AMC / RTA will rectify the discrepancy or the RTA will act according
to the instruction of the AMC.

Recording electronic units in the Unit Holder’s Register

5.1 Upon approval of issuance request in CDS, the trustee will require to inform the AMC.
Accordingly, AMC / RTA shall record the respective units in the name of CDC as
nominee holding in the unit holder register.

The system will maintain no distinction between core units and non-core units. This
detail will be maintained by the RTA. Further, units once inducted into CDS are in
fungible form & no distinction can be made into CDS with reference to any type or
class. Such type of distinction / records be maintained by the AMC/RTA outside the
system.

Subject to successful performance of the above process, the units shall be available into
respective CDS accounts of the applicants.

November 27, 2012 External Page 3 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

FLOWCHART

Procedures for Issuance of New Units of Open-ended Mutual funds in CDS

Client submits Distribution Branch

application forms receives and verifies the
application

AMC/RTA uploads
requests for electronic Distribution branch
AMC/RTA receives form
units acknowledges the receipt

Upload No Prepare physical

successful? certificates

Yes

Trustee rejects request No

in CDS and inform AMC/ Verification ok?
RTA to rectify the
discrepancy and upload
new request after Yes
removal.

Trustee approves
request for new
issue of units

Units available in
system and unit
holders’ register
updated by AMC/RTA

November 27, 2012 External Page 4 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

REDEMPTION OF UNITS OF OPEN-END MUTUAL FUND

Submission of the Redemption Form

1.1 The account holder shall:

(a) complete the ‘ Redemption Form’ (four copies), provided by the AMC, and ensure
that the CDS account number, from where the units are to be redeemed, has been
specified;
(b) submit four copies of the completed form to the participant/IAS;
i. One copy for Participant/IAS
ii. One copy for Client (to be given by AMC after time stamping for NAV
purposes)
iii. One copy for AMC
iv. One copy for RTA/AMC
Processing of the request by Participant / IAS

2.1 The participant or IAS shall:

(a) Save and post the redemption request in CDS (note that a redemption request
cannot be cancelled by the Participant/ IAS Account holder once it has been
posted)
(b) generate two printouts of the post transaction, and
(c) retain one copy each of the printout and the Redemption Form. Return the second
post printout (duly signed & stamped) along with the remaining copies of the
Redemption Forms to the investor for delivery to AMC.
Processing of request by AMC

3.1 The AMC shall:

(a) after receiving the documents time stamp the redemption form for NAV purposes.
(b) Deliver client’s copy of the redemption form to the investor as acknowledgement.
(c) Retain AMC copy for its record and forward RTA copy along with the CDS post
printout to the RTA/AMC.
Approval / rejection of redemption request

4.1 The AMC / RTA, after receiving documents referred in 3.1(c) from the AMC shall verify it.
Specifically, the RTA will check that the units being redeemed are not part of the core
November 27, 2012 External Page 5 of 15
PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

investments. It is the responsibility of the RTA to reject the redemption of core units if
the request for redemption is raised within the restricted period. Other possible risks of
unauthorized redemptions are sufficiently covered with adequate controls in the system
due to disallowing free delivery transactions.
(a) in case of successful verification
(i) approve the redemption request in the system
(ii) reduce the CDC nominee account holding in the Unit Holder’s Register, and
(iii) send a report to the AMC and the trustee of all approved redemptions in
accordance with existing AMC procedures.

Otherwise;
(i) reject the redemption requests in the system, and
(ii) inform the account-holder of the rejection with the reason thereof.

(b) Upon successful approval, the units shall be automatically deleted from the
designated CDS accounts.

Disbursement of payment

5.1 Disbursement of payment would be handled by AMC in accordance with their existing
procedures and NBFC Regulations.

November 27, 2012 External Page 6 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

FLOWCHART

Procedure for Redemption of Units of Open-ended Mutual fund in CDS

Retain IAS/Participant copy

Client submits redemption Participant / IAS verifies
and return documents to
request with the Participant/ signature and saves/
investor to forwards them
IAS posts request
to AMC/ RTA

AMC / RTA rejects AMC / RTA verifies

Verification
redemption request and applications, and delivers the
OK?
informs the a/c holder NO client copy to the investor as
acknowledgement.

YES

AMC / RTA approves

AMC / RTA adjusts CDC
redemption request
nominee holding
in the system

November 27, 2012 External Page 7 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

TRANSFER OF UNITS OF OPEN-END MUTUAL FUND

Submission of the ‘Transfer Form’

1.1. The account holder shall:

(a) complete the ‘Transfer Form’ (four copies), provided by AMC, and ensure that the
Participant ID and CDS account number of both the following accounts have been
specified :
1. one in which the units are present and
2. the other, where they have to be transferred
(b) submit four copies of the completed form to the participant/IAS along with the
relevant documents as required by the AMC
1. Participant / IAS copy
2. Client copy (to be given by AMC after sign-off and stamp)
3. AMC copy
4. RTA/AMC copy
Processing of the request by Participant / IAS

2.1 The participant or IAS shall:

(a) Save and post the transfer request in the CDS,
(b) generate two printouts of the post transaction,
(c) retain one copy each of the printout and the Transfer Form. Return the second
post printout (duly signed & stamped) along with the remaining copies of the
Transfer Forms to the investor for delivery to AMC.
Processing of request by AMC

3.1 The AMC shall:

(a) after receiving the documents time stamp the transfer form.
(b) Deliver client’s copy of the transfer form to the investor as acknowledgement.
(c) Retain AMC copy for its record and forward RTA copy along with the CDS post
printout to the RTA/AMC.

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PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

Approval / rejection of the transfer request

4.1 The AMC / RTA, after receiving a copy of the ‘Transfer Form’ along with the relevant
documents from the AMC, shall verify it. In addition to the normal verification
conducted by the RTA in the case of physical units, the RTA shall also ensure that the
Participant/IAS ID and sub-account/IAS account number in which the units are to be
transferred is valid.
(a) in case of successful verification the RTA will approve the transfer request in the
system
Otherwise;
(i) reject the transfer request in the system, and
(ii) inform the account-holder of the rejection with the reason thereof.

(b) Upon successful approval, the units shall be automatically transferred to the
relevant CDS Account.

Subject to successful performance of the above process, the electronic units shall be
transferred within five days of submission of the Transfer Form.

Note: In case the transferee is not an existing unit holder, for account opening with AMC,
Account Opening form will also have to be filled and submitted to the AMC along with the
transfer documents.

November 27, 2012 External Page 9 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

FLOWCHART

Procedure for Tranfer of Units of Open-ended Mutual fund in CDS

Retain IAS/Participant copy

Participant / IAS verifies
Client submits transfer forms and return documents to
signature and saves/
to Participant/IAS investor to forwards them
posts request
to AMC/ RTA

AMC / RTA rejects AMC / RTA verifies

Verification
transfer request and applications, and delivers the
OK?
informs the a/c holder NO client copy to the investor as
acknowledgement.

YES

AMC / RTA adjusts holding in the AMC / RTA approves

respective unit holders accounts transfer request
in the unit holder register in the system

November 27, 2012 External Page 10 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

DEPOSIT AND WITHDRAWAL INTO/FROM CDS

The Procedure for deposit and withdrawal of physical units into CDS will remain same pursuant
to the relevant sections of the CDC Regulations.

DEPOSIT OF UNITS THROUGH CDS

The Procedures for Deposit of Units in CDS will be similar to Deposit of Securities in CDS.

WITHDRAWAL OF UNITS FROM CDS

The Procedures for Withdrawal of Units in CDS will be similar to Withdrawal of Securities in
CDS.

Note: The transfer stamps in both Deposit and Withdrawal will be applicable as per the
prevailing Provincial Stamp Duty Act.

PLEDGE OF UNITS THROUGH CDS

The functionality for pledging of units shall be available as for the existing securities in CDS.

CORPORATE ACTIONS
Entitlement

The entitlements of units of open-end mutual fund will be handled as per existing regulations
and procedures.

In case of bonus units distribution to selective unit holders, the said bonus will be distributed
through upload functionality by the Management Company / RTA. Brief procedures are
attached as “Annexure B”.

Merger / Amalgamation and De-merger of Funds:

The merger and de-merger of funds would be in the same manner as prevailing in the case of
other securities.

PROCEDURE FOR REINVESTMENT OF DIVIDENDS

The procedure for reinvestment of Dividends will not be catered in CDS and thus be handled at
AMC/RTA end as per their existing practices and procedures.

November 27, 2012 External Page 11 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

Annexure A
FORMAT OF TEXT FILE FOR UPLOAD IN CDS FOR ISSUANCE OF UNITS:

"SECUTITY SYMBOL"
"Participant Id",Sub-Account/House Account /IAS account No.,Volume

November 27, 2012 External Page 12 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

Annexure B

Procedure for Bonus units distribution to unit holders:

The documentation requirement & process for execution of the above is as under:

At the time of providing upload data, Issuer (AMC) is required to provide CDC the following
documents:

1. Letter for authorization to Upload Data. As per Annexure (C )

2. Certified true copy of Board Resolution.

On the basis of above documents CDC will provide upload facility to Issuer (AMC) / RTA. Upon
completion of upload formalities, Issuer (AMC) will require to provide to CDC, Confirmation
Letter on a standard format as per Annexure (D) duly signed by authorized signatory(ies). Upon
completion of verification formalities, system will automatically distribute units present in the
upload to the respective beneficiary Account and/or Sub-Accounts / Investor Accounts into CDS
on End of Day.

November 27, 2012 External Page 13 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

Annexure C

(On Company Letterhead)

Date:

Head of Operations
Central depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

Authorization to Upload Data

In compliance with the CDC Regulation, you are requested to please enable us to upload the
data related to “Bonus Issue” as per the relevant procedures, for the following security:

Name of security ISIN

<ABC Limited> <PK0000000000>

Also please note that approximate ________ Units are expected to be credited in CDS.

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,“PK0012301010”,11111
002,01111,123,“PK0012301010”,22222

Yours truly,,

____________________
Authorized Signatory (ies)

November 27, 2012 External Page 14 of 15

PROCEDURES FOR HANDLING UNITS OF OPEN-END MUTUAL FUND IN CDS

Annexure D

(On Issuers letter head)

Head of Operations
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulations and the Procedures made thereunder,
we hereby confirm that the data for the credit of Book-entry Securities to the Accounts and/or
Sub-Account as per the bonus entitlement has been prepared by us in accordance with the
requirements of the CDC Regulations and Procedures.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in
the name of CDC in the Unit Holders’ Register] securities of the [insert name of eligible
security] in the name of the Central Depository Company of Pakistan Limited in the Unit
Holders’ Register.
Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in
accordance with the List of successful allottees after final upload, containing inter alia names,
Account Holder/Participant IDs, Account Nos. and the number of Book-entry Securities to be
credited therein.

We shall be pleased to provide you with any other information/ clarification should you so
require.

Yours sincerely

Authorised Signatory(ies)

November 27, 2012 External Page 15 of 15

PROCEDURES FOR SETTLEMENT OF PENDING TRADES OF A RESTRICTED / SUSPENDED /
TERMINATED PARTICIPANT

PROCEDURES FOR SETTLEMENT OF

PENDING TRADES OF A RESTRICTED /
SUSPENDED / TERMINATED PARTICIPANT

July 01, 2019 Page 1 of 4

PROCEDURES FOR SETTLEMENT OF PENDING TRADES OF A RESTRICTED / SUSPENDED /
TERMINATED PARTICIPANT

In order to settle the pending trades by the restricted / suspended / terminated Participant,
following procedures will be followed:

I. Settlement of Pending Purchases – Proprietary as well as Clients’ Trades

Pending purchases relating to the Restricted/Suspended/Terminated Participant (both Proprietary

as well as Client’s Trades) will be settled through Auto mechanism for ‘Move-In’ portion of BO
by NCCPL, as the same is allowed in CDS for the said Participant. In case where pending
purchases relating to the blocked/closed CDS Account, the CDC would act in accordance with
the proviso (b) & (c) of Regulation 9.3A.3. However, where the money obligation of client’s
trades is settled by the concerned Participant through its own resources, CDC on the basis of
request letter from the Participant, would enable the movement of such securities from the Main
Account to the House Account of such Participant.

II. Settlement of Pending Sales – Propriety Trades

1. On the basis of Balance Order Position provided by NCCPL, and written request
in this behalf from the concerned Participant (on letter head signed by authorized
signatory), and/or NOC from the concerned authority/court, CDC would allow
settlement of pending sales from the House Account of the Participant.

2. For this purpose, transaction will be executed manually by the Participant through
free delivery from the House Account to NCCPL using Reason Code P049 under
control environment. CDC would block the Move-out authorities through
exception and unblock only the save mode users of the Participants for saving of
necessary Inter transactions.

3. CDC would verify the saved transactions with the Balance Order (BO) position of
NCCPL. After that save mode users would be again blocked and only post mode
users would be allowed to post the transactions.

III. Settlement of Pending Sales – Clients’ Trades

1. On the basis of Balance Order Position provided by NCCPL, and upon receipt of
authorization from the relevant sub-account holder (format attached – signature of
the sub-account holder would be verified by the Participant under its signature
and stamp), and/or NOC from the concerned authority/court, CDC would allow
settlement of pending sales from the relevant sub-accounts of the Participant.

2. For this purpose, transaction will be executed manually by the Participant through
free delivery from the relevant sub-accounts to NCCPL using Reason Code P049
under control environment. CDC would block the Move-out authorities through
exception and unblock only the save mode users of the Participants for saving of
necessary Inter transactions.

July 01, 2019 Page 2 of 4

PROCEDURES FOR SETTLEMENT OF PENDING TRADES OF A RESTRICTED / SUSPENDED /
TERMINATED PARTICIPANT

3. CDC would verify the saved transactions with the Balance Order (BO) position of
NCCPL. After that save mode users would be again blocked and only post mode
users would be allowed to post the transactions.

4. In case there is a “Shortfall” in number of securities to be moved from any Sub-

Account forming part of the account family of the participant, or where
authorization from the sub-account holder has not been received by CDC (this
scenario has also been referred to as ‘Shortfall’ in the Regulation), CDC will
allow the movement of the required number of securities to NCCPL with the
extent of shortfall from the House Account of the Participant.
Note
1. In case authorization is received from all the relevant Sub-Accounts holders along with
request from concerned Participant for settlement of pending sales relating to House
account, all the pending sales trades would be settled through execution of BO, and for
this purpose "Move out" authorities would be unblock through exception.

2. The aforementioned process may continue for 2 days, however after the completion of
the entire process of each day, Operations Department would again restrict / suspend /
terminate the participant.

July 01, 2019 Page 3 of 4

PROCEDURES FOR SETTLEMENT OF PENDING TRADES OF A RESTRICTED / SUSPENDED /
TERMINATED PARTICIPANT

To be provided by the Sub-Account Holder of a Restricted / Suspended / Terminated

Participant

Central Depository Company of Pakistan Limited,

CDC House, 99 B, Block `B',
S.M.C.H.S., Main Shahra-e-Faisal,
Karachi

Dear Sir,

Authorization to Transfer Book-Entry Securities Pursuant to Clause (j) of Regulation

15.5.1.

I maintaining a sub-account bearing no (Insert no of Sub-Account) under CDS Participant

(Insert name & Id of restricted / suspended / terminated Participant) hereby authorize Central
Depository Company of Pakistan Limited – CDC to transfer specified number of Book-Entry
Securities from my sub-account to the relevant / target account for settlement of trade executed
through UIN (insert UIN) as per the details provided below:

S. No. Security Name Number of Shares

Yours Sincerely,

___________________________

Name / Title of Sub-Account Holder

July 01, 2019 Page 4 of 4

MARGIN TRADING SYSTEM

MARGIN
TRADING
SYSTEM

External
PROCEDURE FOR PROCESSING CORPORATE ACTION PERTAINING TO MT
FINANCED SECURITIES

PROCEDURE FOR PROCESSING

CORPORATE ACTIONS PERTAINING TO MT
FINANCED SECURITIES

March 04, 2011 External Page 1 of 3

PROCEDURE FOR PROCESSING CORPORATE ACTION PERTAINING TO MT
FINANCED SECURITIES

Procedure for Processing Corporate Actions Pertaining to MT Financed

Securities
As per current CDS design and CDC procedures supported by CD Act & CDCPL Regulations, the
holder of the securities is treated as the Beneficial Owner of the securities irrespective of the
nature of transaction/trade due to which securities are transferred to the transferee accounts
and to which the resultant entitlements, as and when announced, are also calculated in favor of
account holders in whose name the securities are appearing in the CDS account at the end of
the day before the start of the book closure date.

Not all MT transactions are forced released before the start of book closure period; therefore in
order for the Financee to get corporate action entitlement, the following would be the
procedure:

1. CDC upload mechanism will facilitate automatic movement of securities from Financier
account to Financee account during the end of the day process on the day preceding
the start of the book closure date and subsequently the same securities will be
transferred back to the Financier account at the beginning of book closure date.
2. CDS to process the transfer on the basis of data uploaded by NCCPL in accordance with
(3) below, NCCPL to ensure using CDS Account Holder ID as CM ID in line with current
practice.
3. NCCPL to upload the following details in CDS, three business days or latest by one
business day prior to the commencement of Book Closure period:
 Account Holder ID (Both for Financier and Financee)
 UIN (Both for Financier and Financee)
 SE location (Only for Financier)
 Security Symbol
 Volume
4. In cases where more than one CDS Sub / House account of a Financee exists with a
Account Holder, CDS will recognize the UIN appearing in the first account as a principal
title e.g. same UIN appearing in three House accounts (i.e. 22, 36, 44) system will
recognize “22” as the beneficiary account. In case if no UIN is appearing as a principal
title then the same process will be applied for joint account holder(s).
5. In cases where more than one CDS Sub / House account exists for a Particular UIN with
the Financier, CDS will allow the transfer on the basis of “SE location”.
6. In cases where Financee’s CDS account (Sub/House) is closed or blocked due to
whatever reason at the time when securities are to be transferred, securities would be
transferred to the Main account of the Account Holder (Broker Financee). Delivery
onwards to the beneficiary account will then be the responsibility of the Account
Holder.

March 04, 2011 External Page 2 of 3

PROCEDURE FOR PROCESSING CORPORATE ACTION PERTAINING TO MT
FINANCED SECURITIES

7. This procedure would only be applicable for Book closures related to the following
entitlements:
 General Meetings
 Cash Dividend
 Stock Dividend (including dividend in specie)
 Rights
For other corporate actions like merger/ de-merger, Split/consolidation, etc., it would
be the responsibility of NCCPL to force release all open MT transaction before the start
of Book Closure period.

8. Automatic transfer will not be executed in following cases:

 Any restriction for the movement of securities on either side (Financee or
Financier) by any Regulatory authority.
 If Securities are parked in Main account or new house or sub account of
Financier instead of the original account.
Consequently, entitlement will be issued / credited into Financier account or sub-
account under his control. CDC will provide a “failure report” to NCCPL at the start of
book closure. NCCPL will arrange to deliver the entitlement pertaining to stock dividend
and Rights to the entitled Financee account through a manual process in a controlled
environment.

Note: The term Account Holder for the purposes of these procedures also includes Participant.

March 04, 2011 External Page 3 of 3

PROCEDURE FOR DELIVERY MT FINANCED SECURITIES IN THE EVENT OF
DEFAULT OF MT

PROCEDURE FOR DELIVERY OF MT

FINANCED SECURITIES IN THE EVENT OF
SUSPENSION / DEFAULT OF MT ACCOUNT
HOLDER

March 04, 2011 External Page 1 of 3

PROCEDURE FOR DELIVERY MT FINANCED SECURITIES IN THE EVENT OF
DEFAULT OF MT

Procedure for Delivery of MT Financed Securities in the event of Suspension /

Default of MT Account Holder
This procedure has been made pursuant to Regulation 9D.5 of the CDC Regulations to handle
cases of Delivery of MT Financed Securities from an MT Account of or under the control of an
MT Account Holder (Trading Financier) who is suspended or declared a defaulter by the
Clearing Company (NCCPL).

1. The Clearing Company (NCCPL) to formally notify CDC in the event of suspension or
default of an MT Account Holder by the NCCPL in accordance with the NCCPL
Regulations.
2. Upon receipt of notice from the NCCPL suspending or declaring an MT Account Holder
as defaulter, CDC shall block all the sub accounts, being MT Accounts forming part of
Account Family of such MT Account Holder.
3. Unblocking of such Sub-Accounts shall be subject to receipt of authorization as
required under Regulation 9D.5.1 which can be submitted to CDC (MCSS/Branch) either
directly by the relevant sub account holder or through the suspended / defaulter MT
Account Holder.
4. MT Financed Securities held in an MT Account (House or Sub-Account) will move as and
when a valid BO in respect of MT (R) Transaction is transmitted to CDC by the NCCPL,
provided that where an MT Account is a sub-account, authorization as aforesaid is
received by CDC.
5. In case of House and those Sub Accounts where there was a failure of delivery in first
leg, BO in respect of MT (R) Transaction will fail.
6. NCCPL to provide details of failed MT (R) Transactions to CDC based on which
movement of MT Financed Securities held in MT Account (Main, House or Sub
Accounts) will be performed through a manual process by CDC providing FD-Inter
functionality to the suspended / defaulter MT Account Holder for movement of MT
Financed Securities to the Main Account of the Clearing Company with specific reason
code. This movement will be facilitated by CDC in a controlled environment as under:
a. For execution of transaction in a controlled environment, first, save authority
will be allowed / provided to a specific user of suspended /defaulter MT
Account Holder for saving of transaction.

b. Suspended /defaulter MT Account Holder will be required to inform CDC after

execution of saving. Based on which CDC will take save authority from the user.

c. After saving, specific user of suspended /defaulter MT Account Holder will be

allowed authorities to post the transaction. Again, the suspended /defaulter MT
Account Holder will be required to inform CDC after posting of transaction.

March 04, 2011 External Page 2 of 3

PROCEDURE FOR DELIVERY MT FINANCED SECURITIES IN THE EVENT OF
DEFAULT OF MT

d. Delivery onwards to the relevant sub account or house account of the Financee
will directly be made by NCCPL.
7. Where the suspended /defaulter MT Account Holder is not available, the MT Financed
Securities will be moved by CDC to the Main Account of the NCCPL
8. Where a sub-account holder desires not to deliver the MT Financed Securities held in
its sub-account to the Clearing Company, such securities may be transferred to the
normal sub-account or IAS account of such sub-account holder in terms of the
procedures pertaining to transfer of holding (Change of Controlling Account Holder)
under intimation to the Clearing Company.

Note: In case of subsequent delivery of corporate action in main or another house or sub
account, shares will be moved as per the process defined in serial # 6 above.

March 04, 2011 External Page 3 of 3

PROCEDURE FOR TRANSFER OF MT FINANCED SECURITIES FROM THE MAIN ACCOUNT
OF TRADING FINANCIER

PROCEDURE FOR TRANSFER OF MT

FINANCED SECURITIES FROM THE MAIN
ACCOUNT OF AN MT ACCOUNT HOLDER
(TRADING FINANCIER - TF) TO AN MT
ACCOUNT OR THE CLEARING COMPANY
(NCCPL)

March 04, 2011 External Page 1 of 3

PROCEDURE FOR TRANSFER OF MT FINANCED SECURITIES FROM THE MAIN ACCOUNT
OF TRADING FINANCIER

Procedure for Transfer of MT Financed Securities from the Main Account of an

MT Account Holder (Trading Financier - TF) to an MT Account or the Clearing
Company (NCCPL)
This procedure covers the requirement of Regulation 9D.2 of the CDC Regulations where
pursuant to an MT Transaction; any MT Financed Securities are Delivered by the Clearing
Company (NCCPL) into the Main Account of an MT Account Holder due to the closure or
blocking of an MT Account being a house account or a sub-account of his corporate client.

Accordingly, securities will be delivered from the Main Account of the MT Account Holder as
per the following procedure:

1. NCCPL will be required to immediately report all such delivery (ies) to CDC
(MCSS/Branch) alongwith relevant details such as Participant ID, and sub/house
account number.
2. On the basis of the above, CDC (MCSS/Branch) & NCCPL (hereinafter referred to as
entities) are required to contact the MT Account Holder (TF) for the opening of new
sub account or house Account (subject to CDC legal approval). Thereafter, TF in case of
a sub account is required to inform both the entities accordingly.
3. After opening of new account, CDC would allow the TF to move the securities through
FD-Intra functionality with specific reason code from the Main Account to the new
account in the controlled environment.
4. For execution of transaction in a control environment, first, FD Intra saving will be
allowed / provided to a specific user of TF for saving of transaction.
5. TF will be required to inform CDC after execution of saving. Based on which CDC will
take save authority from the user.
6. After saving, specific user of TF will be allowed to post the transaction. Again, TF will be
required to inform CDC after posting of transaction.
7. In the above case valid Balance Order (BO) delivery transaction will fail pursuant to MT
(Release) Transaction, NCCPL would ask the TF to move the securities through FD-Inter
functionality with specific reason code to the Main Account of NCCPL. This movement
will be executed in a controlled environment in a same manner (as mentioned in points
4 to 6 above) after receiving intimation from NCCPL.
8. Thereafter, NCCPL will deliver the securities from the Main Account of the NCCPL into
the target Account using the specific reason code.

Note:

March 04, 2011 External Page 2 of 3

PROCEDURE FOR TRANSFER OF MT FINANCED SECURITIES FROM THE MAIN ACCOUNT
OF TRADING FINANCIER

For the purpose of this procedure, “MT Account Holder” means an Account Holder who is the
Trading Financier (TF) & “MT Account” means a House Account of or a Sub-Account (corporate
sub-accounts) under the control of an MT Account Holder.

March 04, 2011 External Page 3 of 3

MARGIN FINANCING SYSTEM

MARGIN
FINANCING
SYSTEM

External
PROCEDURE FOR PROCESSING CORPORATE ACTION PERTAINING TO
MT FINANCED SECURITIES

PROCEDURE FOR PROCESSING

CORPORATE ACTIONS PERTAINING TO
SECURITIES HELD IN MF BLOCKED
ACCOUNTS AGAINST MF FINANCING

March 12, 2011 External Page 1 of 3

PROCEDURE FOR PROCESSING CORPORATE ACTION PERTAINING TO
MT FINANCED SECURITIES

Procedure for Processing Corporate Actions pertaining to Securities held in MF

Blocked Accounts against MF Financing
This procedure covers the requirements of Regulation 9C.4 of the CDC Regulations which
requires delivery of Margin Financed (MF) Securities from & to an MF Account consequent to
any book closure period.

MF Account Holder (Financier) is entitled for corporate action entitlement arising on account of
bonus shares (including dividend in specie) & right shares. Consequently, for determination of
the entitlement (into a normal account of Financier); automated movement would be executed
from the house account of MF Account Holder to the MF Designated Account.

Automated movement of MF Securities from and to an MF Account would be executed as per

the following procedure:

1. CDC upload mechanism will facilitate automatic movement of securities from Financier
account to MF designated account during the end of the day process on the day
preceding the start of the book closure date and subsequently the same securities will
be transferred back to the MF Account (financier) at the beginning of Book Closure
Date.
2. CDS to process the transfer on the basis of data uploaded by NCCPL in accordance with
(3) below, NCCPL to ensure using CDS Participant ID as CM ID in line with current
practice.
3. NCCPL to upload the following details in CDS, three business days or latest by one
business day prior to the commencement of Book Closure period:
 Account Holder ID (of Financier Account & Normal Account)
 UIN (Both for Financier MF account and Normal account)
 SE location (Only for Financier)
 Security Symbol
4. In cases where more than one CDS House account exists under MF Designated
Account, CDS will recognize the UIN appearing in the first account as a principal title
e.g. same UIN is appearing in three House accounts (i.e. 22, 36, 44) system will
recognize “22” as the beneficiary account.
5. In cases where more than one CDS House account exists for a Particular UIN with the
Financer’s Participant Account, System will allow the transfer on the basis of “SE
location”
6. In cases where MF Designated Account is closed or blocked due to whatever reason at
the time when securities are to be transferred, securities would be transferred to the
Main account of the Account Holder / Participant.

March 12, 2011 External Page 2 of 3

PROCEDURE FOR PROCESSING CORPORATE ACTION PERTAINING TO
MT FINANCED SECURITIES

7. Automatic transfer will not be executed in the following cases:

 Any restriction for the movement of securities placed on both or one of the
accounts by any Regulatory authority.
 If Securities are parked in Main account of MF Account Holder (due to failure in
first leg)
Consequently corporate entitlement will be issued / credited into the MF Account. Subsequently,
upon credit and with request it will be delivered to the MF Account Holder Identified Account
through a manual process under control environment.

Note: The term Account Holder for the purposes of these procedures also includes Participant.

March 12, 2011 External Page 3 of 3

PROCEDURE FOR MOVEMENT OF MT SECURITIES FROM MAIN ACCOUNT

PROCEDURE FOR TRANSFER OF MARGIN

FINANCED SECURITIES FROM THE MAIN
ACCOUNT OF AN MF ACCOUNT HOLDER
(MARGIN FINANCIER) TO THE CLEARING
COMPANY (NCCPL)

March 12, 2011 External Page 1 of 2

PROCEDURE FOR MOVEMENT OF MT SECURITIES FROM MAIN ACCOUNT

Procedure for Transfer of Margin Financed Securities from the Main Account of
an MF Account Holder (Margin Financier) to the Clearing Company (NCCPL)
This procedure covers the requirement of Regulation 9C.2 of the CDC Regulations where
pursuant to an MF Transaction, any Margin Financed (MF) Securities if delivered by the Clearing
Company (NCCPL) into the Main Account of an MF Account Holder due to the blocking of such
MF Account. Such Securities will be Delivered from the Main Account of the MF Account Holder
to the Clearing Company pursuant to an MF (R) Transaction as per the following procedure:.

1. Based on NCCPL intimation, CDC would allow the MF to move the securities through
FD-Inter functionality with specific reason code from his Main Account to the Main
Account of Clearing Company in the controlled environment.
2. For execution of transaction in a control environment, first, FD Inter saving will be
allowed / provided to a specific user of MF for saving of transaction.
3. MF will be required to inform CDC after execution of saving. Based on which CDC will
take save authority from the user.
4. After saving, specific user of MF Account Holder will be allowed to post the transaction.
Again, MF will be required to inform CDC after posting of transaction.
5. NCCPL would then move such securities to the target Account of actual beneficiary
(financee) using specific reason code.

Notes:

 For the purpose of this procedure, “MF Account Holder” means an Account Holder
who is the Margin Financier (MF) & “MF Account” means a House Account of an MF
Account Holder.
 Word “Securities” wherever appearing in the procedure means “Margin Financed (MF)
Securities”

March 12, 2011 External Page 2 of 2

OTHERS

OTHERS

External
PROCEDURE FOR NEW ISSUE

PROCEDURE FOR NEW ISSUE

July 21, 2004 External Page 1 of 9

PROCEDURE FOR NEW ISSUE

In accordance with Regulation No. 8.A. read with section 14 of the Central Depositories Act’
1997, the following procedure is prepared in order to handle “New Issue” transaction through
the Central Depository System.

Detailed Procedure
The detailed procedure involved in the transaction is as follows:

1. Upon completion of formalities of CDC Admission by the Issuer as per CDC Regulations,
CDC will setup the new security in the Central Depository System.
2. Upon intimation by Issuer / Registrar/Transfer Agent (R/TA), CDC will define New Issue
into the CDS.
3. The Issuer / R/TA, after the completion of the balloting procedure, will prepare the list
of successful applicants opted to have their securities directly credited into the CDS
according to the information available in the application forms (if applicable). The
Issuer / R/TA, using a suitable word processing or text editing program, will prepare
comma-delimited text file containing the data of successful applicants. Following fields
are required to upload the detail of successful applicants:
 Serial No.  Numerical field representing the serial number of the record should
contain 0’s as per field length. (e.g. 000001)
 Participant ID  five (5) digit numeric code – the Participant ID of the successful
applicant (e.g. 03277)
 Account No. (House/Sub-account/Investor account)  numeric field
representing the CDC account number of the successful applicant (e.g. 26 or
18436)
 Security ID  twelve (12) digit alphanumeric code – the Security ID for the new
issue (to be provided by the CDC) (e.g. PK0000100001)
 Balance (No. of securities)  numeric field representing the number of
securities successfully allotted (e.g. 1000)
4. Each of the above fields should be separated by a comma without any space. Security
ID must be in double inverted commas. The Enter key should be pressed at the end of
each record
5. The Issuer / R/TA will execute Initial Upload process in New Issue Module in the Central
Depository System (CDS) to upload the details of successful applicants opted for direct
credit of securities into the CDS. The Issuer / R/TA will obtain the List of Successful
applicants and First Upload Error List (if any) in order to verify the following
Registration Details with application forms submitted by the applicants at the time of
subscription:
 Participant ID (both for Individual & Corporate Body)
 Participant Name (both for Individual & Corporate Body)

July 21, 2004 External Page 2 of 9

PROCEDURE FOR NEW ISSUE

 Account ID, Type & Title (both for Individual & Corporate Body)
 NIC No/Passport details [for non-resident Pakistani/foreigner] (for Individual
only)
 Joint Holder Name(s) & NIC #(s) (for Individual only)
6. The Issuer / R/TA will correct/remove the errors appeared in the above-mentioned
error list in the text file and then repeat the Upload process. This process will be
repeated until all errors are corrected or records with errors are removed from the list
of successful applicants.
7. After successful initial upload (with zero error), Issuer / R/TA will initiate final upload
Option in New Issue Module in the Central Depository System (CDS).
8. Issuer will provide the confirmation letter of credit of securities in book entry form (as
per attached annexure) to CDC.
9. Upon receipt of the above mentioned letter, CDC will verify its content & authorised
signature(s) & also define credit date into the CDS.
10. During the EoD process, the system will automatically credit the securities present in
the upload to the respective accounts in the CDS.

Note: Issuer / R/TA must ensure all registration details are correct before initiating final
upload. Issuer / R/TA may also obtain list of successful applicants and error list anytime
during the process
---------- E ND OF DOC UME NT ----------

July 21, 2004 External Page 3 of 9

PROCEDURE FOR NEW ISSUE

ANNEXURE
<On Company’s Letterhead>

(For Listed Securities)

Head of Operations
Central depository Company of Pakistan Limited
Karachi

Sub: Authorization to upload data.

Dear Sir,

Under section 8A of the CDC Regulation, you are requested to please enable us to upload the
data related to the “New issue” as per the relevant procedures, for the following security.

Name of security ISIN

<ABC Limited> <PK0000000000>

Also please note for billing purposes, approximately ________ shares / certificates are expected
to be credited in CDS.

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,“PK0012301010”,11111
002,01111,123,“PK0012301010”,22222

Regards,

Authorised Signatory

July 21, 2004 External Page 4 of 9

PROCEDURE FOR NEW ISSUE

<On Company’s Letterhead>

(For UnListed Securities)

Head of Operations
Central depository Company of Pakistan Limited
Karachi

Sub: Authorization to upload data.

Dear Sir,

Under section 8F of the CDC Regulation, you are requested to please enable us to upload the
data related to the “New issue” as per the relevant procedures, for the following security.

Name of security ISIN

<ABC Limited> <PK0000000000>

Also please note for billing purposes, approximately ________ shares / certificates are expected
to be credited in CDS.

We confirm that we will upload data on the following format (extracted from the original data):

001,01111,123,“PK0012301010”,11111
002,01111,123,“PK0012301010”,22222

Regards,

Authorised Signatory

July 21, 2004 External Page 5 of 9

PROCEDURE FOR NEW ISSUE

<On Company Letterhead>

(For listed ordinary & preference shares)

Head of Operations
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulation 8A and the Procedures made thereunder, we hereby
confirm that the data for the credit of Book-entry Securities to the Accounts and/or Sub-Accounts of the successful
applicants/shareholders/investors has been prepared by us in accordance with the requirements of the CDC
Regulation and Procedures made thereunder, particularly considering the following requirements:

a. Verification of details provided by the applicants/shareholders/investors against the list of successful

allottees/transferees obtained from the CDC;

b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of actual successful
applicants/shareholders/investors; and

c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of successful
applicants/shareholders/investors in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC in
the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in the name of the
Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with the List of
successful allottees after final upload, containing inter alia names, Account Holder/Participant IDs, Account Nos.
and the number of Book-entry Securities to be credited therein.

We confirm that there is no outstanding implication of Stamp Duty.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares credited in CDS had
been paid by us via Cheque # __________against Invoice # ___________ and as of today, no payment to CDC is
pending at our end.

We shall be pleased to provide you with any other information / clarification should you so require.

Yours Sincerely

_________________
[Authorized Signatory]

July 21, 2004 External Page 6 of 9

PROCEDURE FOR NEW ISSUE

<On Company Letterhead>

(For unlisted ordinary & preference shares)

Head of Operations
Central depository Company of Pakistan Limited
CDC House,
99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulations 8F and the Procedures made thereunder, we hereby
confirm that the data for the credit of Book-entry Securities to the Accounts and/or Sub-Accounts of the successful
applicants/shareholders/investors has been prepared by us in accordance with the requirements of the CDC
Regulation and Procedures made thereunder, particularly considering the following requirements:

a. Verification of details provided by the applicants/shareholders/investors against the list of successful

allottees/transferees obtained from the CDC;

b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of actual successful
applicants/shareholders/investors; and

c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of successful
applicants/shareholders/investors in the CDS.

We hereby also confirm the allotment of [insert aggregate number of securities allotted in the name of CDC in
the Members’/Certificate Holders’ Register] securities of the [insert name of eligible security] in the name of the
Central Depository Company of Pakistan Limited in the Members’/Certificate Holders’ Register.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with the List of
successful allottees after final upload, containing inter alia names, Account Holder/Participant IDs, Account Nos.
and the number of Book-entry Securities to be credited therein.

We confirm that there is no outstanding implication of Stamp Duty.

We also confirm that an amount of Rs. ___________/- in respect of ____________ shares credited in CDS had
been paid by us via Cheque # __________against Invoice # ___________ and as of today, no payment to CDC is
pending at our end.

We shall be pleased to provide you with any other information / clarification should you so require.

Yours Sincerely

_________________
[Authorized Signatory]

July 21, 2004 External Page 7 of 9

PROCEDURE FOR NEW ISSUE

<On Company Letterhead>

(For Listed TFC`s)
Head of Operations
Central depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulation 8A and the Procedures made thereunder, we
hereby confirm that the data for the credit of Book-entry Securities to the Accounts and/or Sub-
Accounts of the successful applicants/shareholders/investors has been prepared by us in accordance
with the requirements of the CDC Regulation and Procedures made thereunder, particularly considering
the following requirements:

a. Verification of details provided by the applicants/shareholders/investors against the list of

successful allottees/transferees obtained from the CDC;

b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of actual
successful applicants/shareholders/investors; and

c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of successful
applicants/shareholders/investors in the CDS.

We hereby also confirm the allotment of [insert aggregate number of units allotted in the name of
CDC in the Members’/Certificate Holders’ Register] units of Rs. ________/- each of the [insert name of
eligible security] (Security ID PK______________) in the name of the Central Depository Company of
Pakistan Limited in the Members’/Certificate Holders’ Register.

Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with
the List of successful allottees after final upload, containing inter alia names, Account Holder/Participant
IDs, Account Nos. and the number of Book-entry Securities to be credited therein.

We confirm that we have paid stamp duty charges in respect of issuance of shares as per the applicable
law(s).

We confirm that there is no outstanding implication of Stamp Duty.

We shall be pleased to provide you with any other information / clarification should you so require.

Yours Sincerely
_________________
[Authorized Signatory]

July 21, 2004 External Page 8 of 9

PROCEDURE FOR NEW ISSUE

<On Company Letterhead>

(For unlisted TFC`s & Sukuk Cetificates)
Head of Operations
Central depository Company of Pakistan Limited
CDC House, 99-B, Block-B,
S.M.C.H.S. Main Shahrah-e-Faisal,
Karachi.

Dear Sir,

CONFIRMATION LETTER

In compliance with the requirement of CDC Regulation 8F and the Procedures made thereunder, we
hereby confirm that the data for the credit of Book-entry Securities to the Accounts and/or Sub-
Accounts of the successful applicants/shareholders/investors has been prepared by us in accordance
with the requirements of the CDC Regulation and Procedures made thereunder, particularly considering
the following requirements:

a. Verification of details provided by the applicants/shareholders/investors against the list of

successful allottees/transferees obtained from the CDC;

b. Ensuring that credit is only allowed to the respective Accounts and/or Sub-Accounts of actual
successful applicants/shareholders/investors; and

c. Ensuring that credit is allowed in the jointly held Accounts and/or Sub-Accounts of successful
applicants/shareholders/investors in the CDS.

We hereby also confirm the allotment of [insert aggregate number of units allotted in the name of
CDC in the Members’/Certificate Holders’ Register] units of Rs. ________/- each of the [insert name of
eligible security] (Security ID PK______________) in the name of the Central Depository Company of
Pakistan Limited in the Members’/Certificate Holders’ Register.
Please credit the Book-entry Securities to respective Accounts and / or Sub-Accounts in accordance with
the List of successful allottees after final upload, containing inter alia names, Account Holder/Participant
IDs, Account Nos. and the number of Book-entry Securities to be credited therein.

We confirm that we have paid stamp duty charges in respect of issuance of shares as per the applicable
law(s).

We confirm that there is no outstanding implication of Stamp Duty.

We shall be pleased to provide you with any other information / clarification should you so require.

Yours Sincerely
_________________
[Authorized Signatory]

July 21, 2004 External Page 9 of 9

PROCEDURES FOR ACTION AGAINST BROKER (PARTICIPANT) AND DISSEMINATION OF
INFORMATION

PROCEDURES FOR ACTION AGAINST

BROKER (PARTICIPANT) AND
DISSEMINATION OF INFORMATION

December 1, 2011 External Page 1 of 4

PROCEDURES FOR ACTION AGAINST BROKER (PARTICIPANT) AND DISSEMINATION OF
INFORMATION

Procedures for Action against Broker (Participant) and Dissemination of Information

The procedure elaborates the role of CDC in the event of action initiated against the Broker –
Participant and has been made with reference to Joint Procedure which was mutually agreed
by SECP, CDC, Stock Exchanges and NCCPL.

1. In case of suspension / expulsion / default of membership by a Stock Exchange or the

Competent Authority:

CDC, upon receipt of notice from a Stock Exchange or a competent authority, shall take the
following actions:

1.1 CDC will issue a notice and Suspend or Terminate the Participant. The status in
CDS will reflect as “suspended or “terminated” as the case maybe.

1.2 Immediately upon suspension or termination, CDC on the basis of Member UIN as
available in CDS record, will block account(s) that exists in the name of member
(as a title holder) with another Participant / IAS. CDC will also give intimation of
the fact in writing to such other Participant in case of sub-account(s), and/or to
that suspended/terminated Participant in case of IAS account(s). (Ref. Notes).

2. In case of restriction of Trading Terminals by a Stock Exchange:

Upon receipt of such notice, CDC will issue a notice of restriction to the Participant on the
basis of which the status in CDS will reflect as “Restricted”. (Ref. Notes)

3. In case of switching off of complete Trading Terminals/Suspension of Trading Rights of a

Member:

Upon receipt of such notice regarding switching off of Member’s Trading Terminals by a
Stock Exchange due to any reason, CDC will issue a notice of Restriction to the Participant
on the basis of which the status in CDS will reflect as “Restricted”. (Ref. Notes)

4. In case of switching off of Trading Terminals by the Exchange on Member’s request:

Upon receipt of such a notice from a Stock Exchange, CDC will give 60 Business Days notice
to such Participant to intimate all its sub-account holders to transfer out securities and / or
close sub-accounts (if required) within such time.

Furthermore, CDC will impose Restriction on the admission of such Participant to the CDS
where the Participant will only be authorized to transfer out securities from his Account
Family including Sub-Accounts so as to facilitate transfer of holding balances by sub-
account holders.

During this period, no other transactions such as delivery-in, deposit and withdrawal
request, new pledge transactions, opening of new sub-accounts etc. shall be allowed.

December 1, 2011 External Page 2 of 4

PROCEDURES FOR ACTION AGAINST BROKER (PARTICIPANT) AND DISSEMINATION OF
INFORMATION

However, all delivery-in relating to corporate actions, subscriptions & redemptions shall be
allowed for all accounts and sub-accounts maintained by such Member.

After expiry of above said notice period, CDC will issue a notice and Suspend the
Participant and the status in CDS will reflect as “Suspended”. (Ref. Notes)

5. In case of opening of a new Participant Account by Member in CDS:

CDC, at the time of inducting the Participant, will restrict all the authorities (the status in
CDS will reflect as “Blocked”) until such time the member obtains Clearing Member (CM)
status with NCCPL and registers with the SECP as Broker under the Brokers and Agents
(Registration) Rules, 2001.

The aforementioned restrictions will be removed by CDC once the Participant submits a
valid Broker Registration Certificate and Clearing Member notice to CDC.

However, where Participant is inducted into CDS due to ‘Corporatization’ or ‘transfer of

Stock Exchange membership in the name of its wholly owned subsidiary’, (Ref Notes), CDC
will restrict all the authorities with the exception of sub-account opening transaction. The
status of such Participant in CDS will reflect as “Blocked”.

6. In case of suspension, cancellation or refusal by the SECP to renew the registration or

failure by the member to apply for renewal till the date of expiry of the broker
registration:

Upon receipt of such notice / information from a Stock Exchange, CDC will issue a notice of
Restriction to the Participant. For handling of securities in the House Account, the
Participant will have to move its holding to another Sub-Account, IAS Account or Account
Holder Account (in the name of the Participant) as the case may be. (Ref. Notes).

Further, for movement of securities to the new “Account Holder ID”, all induction related
formalities need to be completed. However, in case of removal of restriction; existing
(original) Participant ID will be restored.

Notes:

 Provisions of “Procedure for Handling, Restriction, Suspension & Termination of Account

Holder Account” Account Holders shall also apply (to the extent applicable) with respect
to actions taken under these Procedures.

 Upon receiving of information of restoration / reversal of any action taken by Exchange,

CDC will issue notice of restoration to Participant. Based on which access of the
Participant will be restored into CDS.

December 1, 2011 External Page 3 of 4

PROCEDURES FOR ACTION AGAINST BROKER (PARTICIPANT) AND DISSEMINATION OF
INFORMATION

 For the purpose of points no 1.1, 2, 3, 4 & 6, the sub-accountholders will be allowed
only to transfer out their respective securities in accordance with the Procedures for
Change of Controlling Account Holder (available at [Link]) being
followed in the case of suspension / termination of a participant from admission to the
CDS.

 For the purpose of points no 2, 3, 4 & 6, Participant will have to request CDC for
movement of securities held in his house account in available status which will be
facilitated by CDC in a controlled environment.

 The status of Participant in CDS shall remain suspended till the time any further
instructions are received from the concerned Stock Exchange or the Competent
Authority.

 Pending settlement (trades) of the Participant, if any will be handled through the
Procedure of Pending Settlement.

 Corporatization include; corporatization of Individual Stock Exchange (SE) Membership.

 Action that is required to be taken by CDC under Points 1 will also be applicable where
Suspension or Termination of the Broker Participant is done by the CDC on account of
non-compliance of the CDC Regulations.

Intimation / Information

 CDC shall intimate regarding Suspension / Restriction / Termination of Participant to sub

account holders through SMS & emails (if subscribed by the sub account holder)

 CDC shall inform immediately about Termination of Participant through letter to sub
account holders

 CDC shall also inform regarding Suspension / Restriction of Participant through letter
after 30 days of the notice to the sub account holders.

December 1, 2011 External Page 4 of 4