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THE COMPANIES ORDINANCE, 1984 (COMPANY LIMITED BY SHARES) Memorandum of Association of

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The name of the Company is

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The Registered Office of the Company will be situated in the The objects for which the Company is established are all or any of the following:1. To carry on all or any of the business of establishing, developing, expanding, enhancing, managing and operating telecommunication systems including systems signals, data or messages of any and all kinds and to carry on and extend the business of Telecommunication or any part thereof. To carry on all or any of the business of supplying, operating, managing and dealing in services and facilities for communications of all kinds including, without prejudice to the generality of the foregoing, services and facilities which incorporate, use, or are used in conjunction with, in connection with or ancillary to, telecommunication systems or telecommunication apparatus and equipment. To carry on all or any of the businesses of running, operating, managing and supplying data processing and information retrieval systems (whether or not remotely located and including but not limited to tele-text systems) and systems utilizing the capture, storage, processing, transmission or reception of messages and signals (including but not limited to data, sounds and visual images) by, with the aid of, in conjunction with, or in any way utilizing, computers or similar equipment, and computer programmers and databases and to carry on the businesses of operating, managing supplying and dealing in services, and facilities of all kinds which incorporate, use or are used in conjunction with, in connection with or ancillary to, systems of such descriptions as aforesaid or any of the apparatus and equipment comprised therein.

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manufacture. apparatus and services of all kinds including (without prejudice to the generality of the foregoing) intruder. recondition. hire out. services. alter. telegram. part of telecommunications. development and complete implementation of national and international telephone service. plant and equipment as the case may be. systems. These services and products will include design. in conjunction with. or designed for use in. equipment and apparatus which is intended for. processing and forwarding of signals and information by telephone. 6. To carry on all or any of the businesses of operators. maintain. erect. construct. sell. export. apparatus. operate. letter. information storage or retrieval or process control. To provide office services and systems (including without prejudice to the generality of the foregoing telephone answering. design. install. systems. computers and communications. all. with. to act as business and office managers. equipment and apparatus as aforesaid. 7. assemble. wireless telegraphy and any other means of communication. refurbish. tele-message. fire and smoke alarm systems and patrols and surveillance of property. secretaries. and anything capable of being used for or in connection with or ancillary to such plant. 5. To invent. without prejudice to the generality of the foregoing. develop. payphone service. in connection with. providers of and advisers in connection with. acquire. commercial agents. manage. or capable of.4. calling and related services and computer bureau) the control of machinery utilizing telecommunication or data processing facilities. telex. market researchers and to provide services in connection with the reception. data processing. renovate. cellular phone service. mail order bureaus. test. 2 . produce. equipment and apparatus for the purposes of communications of all kinds (including. supply and otherwise deal in plant. To provide modern and innovative services and products in the field of information technology. connected (directly or indirectly) to. or ancillary to. messengers. security and alarm facilities. import. facilities. utilize. plant. radio service and all associated computer and communication services subject to any permission as required under the law. telephone operators.

semi-skilled and skilled jobs. photographs. Project services include feasibility studies. 13. 12. brochures. operations and maintenance to serve the needs of the subscribers. brochures. foreign agency services. To set up a countywide network for value added communication services. stationery and other documents. and computer software customization. display.8. maintenance. transmit. service event. publicity and promotional campaigns and competitions for itself. procure equipment and arrange its management. without prejudice to the generality of the foregoing. civil works. individual or publications which in the opinion of the Company will promote. optimization and system integration. pictures. import services. 11. transmit. 3 . supply and otherwise deal in directories. market development. print and reproduce in any form whatsoever (including. manuals. but not to indulge into business of radio and television broadcasting/ transmission. and generally to carry on the business of advertising. books. distribute or reproduce in any form whatsoever advertisements and publicity and promotional material of the Company. the company is authorized:- 9. public relations and publicity consultants and agents. To undertake projects relating to the promotion of communication services carry out installation. To acquire. brochures. visual or audible form and forms capable or being used by in or in connection with. engage in business and commercial activities and provide human resources for skilled. project implementation. to material of the Company. magazines. computers). consultation. produce. publish. 10. journals. and to buy. sell. promote and sponsor any product. publish. To accept. And for the purposes of achieving the above objects. supply and otherwise deal in directories. advance or publicize any activity of the Company. to acquire dispose of and use advertising time and space in any media. to undertake. commissioning. produce and undertake advertising. To acquire advanced technology of electronic products and provide both project and bureau services associated with this technology. to develop. design. periodicals. wiring. supply and otherwise deal in directories.

necessary and desirable for or in connection with the objects of the Company or any of them. operate and administer plants and factories and to carry on all such functions and business as are necessary and incidental to meet the objectives of the Company. erect. preparation. purchase. (6) (7) 4 . and to act as agents of any person. machineries and spare parts which have become obsolete or worn out. storing or otherwise dispose of all or any of the same as may be thought desirable. To manufacture. adaptation. To import. process. and contract business in particular in relation to industry. substances and things required for or incidental to the manufacture. run. export. transmission and distribution in all its branches and aspects by the use of such forms of energy and in such manner as may be deemed feasible and sell and deliver the electricity thus generated. buy. sell and generally to deal in all materials. To transact or carry on all kinds of agency commission. articles. purchase. machineries. machineries and other equipments and to forge and machine parts in the Company's workshop or to take on rent plants. company. spare parts or other articles of use required by the Company for the purpose of carrying on the business of the Company. own. (2) (3) (4) (5) To set up a power plant for power generation. machineries and other equipments for the purposes for which the Company is established and/or to dispose off such plants. store. take on lease. treatment. construct.(1) To transact such other business as may be proper. To set up. equipments. accumulation. but not to act as managing agent. import. Government or local authorities. install or otherwise procure plants. use or working of the foregoing or the packing. firm. To import and purchase raw materials.

To establish laboratories and research and development centres to perform such research and development as the Company may deem advisable or feasible. or possessed of property suitable for the purposes of the Company. joint venture or reciprocal concession. or otherwise turn to account the property. purchase or otherwise acquire any patents. To apply for. develop.(8) To acquire and undertake the whole or any part of the business. local or foreign. to obtain technical proficiency in various specialties connected with the objects of the company or any of them. 5 . both in Pakistan and abroad. co-operation. except doing business as an investment company. union of interest. and to sell. property and liabilities of any person or company carrying on any business which the Company is authorized to carry on. or otherwise deal with the same. carrying on or engaged in any business or transaction which this Company is authorised to carry on or be engaged in. or otherwise assist any such person or company. hold. exercise. and the like. rights or information so acquired. To train personnel and workers. conferring any exclusive or non-exclusive or limited right to use. with any person or company. or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company. licences. (9) (10) (11) (12) To enter into partnership or into any arrangement for sharing profits. concessions. brevits invention. and to take or otherwise acquire shares and securities of any such company. re-issue with or without guarantee. or grant licences in respect of. and to use.

or otherwise acquire.(13) To take. supreme. and to carry out. national. or otherwise. (14) (15) (16) (17) 6 . or any arrangement of the nature of partnership. and to make payments towards their insurance. in any place where the Company may have interest that may seem conducive to the objects of the Company or any of them and to obtain from any such Government. local. for shares. railway. with or without winding up or by sale or purchase (for fully or partly paid-up shares or otherwise) of all or a controlling interest in the shares or stock of this or any such other company as aforesaid. in particular. privileges and concessions which the Company may think fit to obtain. privileges and concessions. public or quasi-public bodies. debentures or securities of any other company having objects altogether or in part similar to those of this Company. or in any other manner. having objects altogether or in part similar to those of this Company. and hold shares in any other company. To amalgamate with any other company whose objects are and/or include objects similar to those of this Company. funds. To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit and. or by partnership. whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertakings. but not to act as an investment company. municipal. exercise and comply with any such arrangements. rights. or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company. To establish and support or aid in the establishment and support of associations. To enter into arrangement with any Government or authorities. or with any other persons. and to grant pensions and allowances. and conveniences calculated to benefit employees of the Company or the dependants or connections of such persons. institutions. subject to the liabilities of this or any such other company as aforesaid. authorities or persons any rights.

to customers and others having dealings with the Company. finance.(18) To purchase. improve. machinery. or banking Company. manage. and to purchase. and any rights or privileges which the Company may think necessary or convenient for the purpose of its business and. develop. but not to act as an investment. To advance money to such persons or companies and on such terms as may seem expedient and. or control any manufactories. finance. necessary or convenient for the purposes of the Company. turn to account. To construct. manage. improve. mortgage. directors. (19) (20) (21) To sell. To construct. perpetual or otherwise. enfranchise. and other works and conveniences which may seem calculated directly or indirectly to advance the Company's interests. maintain and alter any buildings or works. any movable or immovable property. but not to act as an investment. stores. any land. in particular. charged upon all or any of the Company's property and other assets. trading and allied business and. exchange. in particular. (22) To invest and deal with the money of the Company. both present and future. commercial banks and government approved agencies in such manner as the Company shall think fit for its manufacturing. plant and stock-in-trade. maintain. including its uncalled capital. buildings. finance. develop. 7 (23) (24) . by the issue of debentures or debenture-stock. carry out. warehouses. or banking company. hire or otherwise acquire. not immediately required. in such manner as may from time to time be determined. To borrow or raise funds by means of loans or secure the payment of money from shareholders. work. take on lease or in exchange. redeem. in particular. or banking company. or pay any such securities. easement. dispose of. all or any parts of the property and rights of the Company. shops. or otherwise deal with. but not to act as an investment. lease.

religious. in particular. make. benevolent. discount. public. scientific. endorse. close and operate banking accounts of the Company with any banker. by advertisement in the press. warrants. To open. To draw. publication of books and periodicals. To adopt such means of making known the products of the Company as may seem expedient. To subscribe or contribute or otherwise to assist or to guarantee money to charitable. rewards and donations. including. circulars. for its objects or purposes or for any exhibition. hypothecation. accept. charges. either present or future or both and issuance of any other securities or sureties by any other means in favour of banks. national. technical. or any other institutions. and grant of prizes. pledges. debentures and other negotiable or transferable instruments. bills of lading. bills of exchange. obligations or discharge of any debt of the company or on behalf of any company or person in relation to the payment of any financial facility including but not limited to loan. but not to act as an investment or banking company. letter of credit or other obligations through creation of all types of mortgages. Non-Banking Finance Companies or any financial institutions and to borrow money for purposes of the company on such terms and conditions as may be considered proper.(25) To guarantee the performance of contracts. advance. on execution of the usual banking documents/instruments or otherwise encumbrance on any or all of the movable and immovable properties of the company. agreements. execute and issue promissory notes. purchase and exhibition of works of art or interests. (26) (27) (28) (29) 8 .

or any interest in the same. and any agencies of the Government for enabling the Company to carry on any of its objects into effect. any property of the Company and. (31) To sell any patent rights or privileges belonging to the Company or which may be acquired by it. debentures or securities of other companies belonging to this Company. and to grant licences for the use and practice of the same or any of them and to let or allow to be used or otherwise deal with any inventions.(30) To apply for and obtain any provisional order or Act of legislature or any consents. (33) (34) To create any reserve fund. directly or indirectly. (32) To extend money on experimenting upon and testing and improving or securing any process or processes' patent. insurance fund or any other special fund. to prejudice the Company's interests. and to do all such acts and things as may be deemed expedient for turning to account any inventions. in particular. in kind or otherwise. and to oppose any proceeding or application which may seem calculated. sinking fund. central or provincial. or protecting any invention or inventions which the Company may acquire or propose to acquire or deal with. any shares. or for effecting any modification of the Company's constitution. 9 . extending or maintaining any of the property of the Company or for any other purpose conducive to the interests of the Company. or of which this Company may have the power of disposing. whether for depreciation or for repairing. improving. To distribute among the members of the Company. insuring. permissions and licences from the Government. patents or privileges in which the Company may be interested. patents and privileges in which the Company may be interested. or for any other purpose which may seem expedient.

ordinary shares of Rs. reduce. 1984. consolidate or otherwise the share capital and to divide the shares of the company into different classes in accordance with the provisions of the Companies Ordinance.14. The liability of the members is limited. V. Pyramid and Ponzi schemes. 10 . It is hereby undertaken that the Company shall not engage in banking business or any business of investment company or non-banking finance company or insurance or leasing or business of managing agency or in any unlawful business and that nothing contained in the object clauses shall be so construed to entitle it to engage in such business directly or indirectly and the Company shall not launch multi-level marketing (MLM). The authorized capital of the company is Rs. (Rupees each with power to divided into increase. IV.