Hallmark : Public Offer

Schedule I

Offer Letter

Dated: 14/07/2023

To: [Name of eligible shareholder]

Subject: Purchase of shares of Hallmark Company Limited

Dear Sir/Madam,

1. In pursuance of the public announcement of offer made by us and published in the Daily Business Recorder and Daily Nawa e Waqt on May 31st, 2023 this is to inform you that we intend to acquire control of the target company, namely Hallmark Company Limited. Therefore, we are making an offer to you for the acquisition of your ……… [number of shares] of the Hallmark Company Limited.
2. In pursuance of my obligations under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 you are hereby, being made an offer to sell your ……… [number of shares] of Hallmark Company Limited at Rs. 47.74 per share to Supernet Infrastructure Solutions Private Limited (the "Acquirer"). The public announcement of offer containing detailed information can be viewed at the website i.e. http://superinfra.pk/ and www.topline.com.pk
3. The offer is valid until 1700 hours PST on Monday, July 24th, 2023. You may accept the offer between 0900 hours PST on Tuesday, July 18th to 1700 hours PST on Monday, July 24th, 2023 by tendering your shares to the manager to the offer in the following CDC Account.

CDC Account Details:
CDC Account Title:	Manager to the Offer - Hallmark Company Limited
CDC Participant ID:	07419
CDC Account No:	28625
Transaction Reason Code:

1. • For Intra Account - A021
   • For Inter Account - P015
2. All payments be payable in form of cash or through demand draft or pay order or cheque or any other banking instrument against shares accepted by the acquirer will be made within a period of not more than 10 days from date of closure of the acceptance period.
3. In case of any query regarding the public announcement of offer, you may contact the acquirer or the manager to the offer at the following address:

Acquirer:	Manager to the Offer
Supernet Infrastructure Solutions Private Limited	Topline Securities Limited
9th Floor, Tower B, World Trade Center 10, Khayaban - e -	801, 8th Floor, Horizon Tower,
Roomi, Block - 05, Clifton, Karachi	Khayaban e Saadi, Block 3, Clifton, Karachi
Phone: [phone] Ext. 2700, 2701 & 2702	Phone: [phone] Ext. 151
: [phone]	Fax: [phone]
Email:[e-mail]	Email:[e-mail]
:[e-mail]
:[e-mail]

The Acquirer and its directors, accept all responsibility for the information contained in this offer letter.

For and on behalf of

Supernet Infrastructure Solutions Private Limited

Waseem Ahmad

Page 1 of 6

ACCEPTANCE LETTER

The Manager to the Offer Topline Securities Limited 8th Floor, Horizon Tower,

Plot # 2/6 Block-3, Clifton, Karachi Tel: [phone]

Subject: Irrevocable Acceptance of Offer to Purchase Shares of Hallmark Company Limited ("HCL" or the "Company")

Dear Sir,

Reference is made to the Offer Letter dated 14/07/2023 ("Offer Letter") received from Topline Securities Limited

("Manager to the Offer") on behalf of Supernet Infrastructure Solutions (Pvt.) Limited (hereinafter referred to as the "Acquirer") pursuant to the Public Announcement of Offer made by the Acquirer to purchase 92,890 ordinary shares

(representing 18.578% of the total issued and paid up ordinary share capital of Hallmark Company Limited.)

I / we, the undersigned, do hereby communicate my / our Irrevocable Acceptance of the offer made by the Acquirer with respect to the sale to the Acquirer of the shares of HCL tendered below ("tendered shares") at PKR 47.74 per ordinary share (the "Offer Price") on the terms and conditions set out in the Offer Letter and the Securities Act, 2015 (the "Act") and The Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Takeover Regulations").

Details of my/our shareholding in the Company is / are as under

	1. Shareholder Details			1.1. Joint Registered Holders (if any)
	Name:		1. Name:
										____________________________________ (As
									shown on the share certificate/CDC account title)
	(As shown on the share certificate/CDC account title )
	Address:						2. Name:
										____________________________________ (As
										shown on the share certificate/CDC account title)
	Telephone #:
	Email: _________________________________
	CNIC/ NTN No. _______________________
	(CNIC No. for individuals and NTN No. for corporates)
	UIN No. ____________________________
	(For Corporates only)
	2. Share Details
	a) No. of shares to be tendered
	b) Form of Shares (Please tick and fill the appropriate boxes)
										Page 2 of 6

Physical Shares		Folio#	Certificate#
CDC		Participant ID - Sub Account #	Investor Account#

Bank Account Details

Account Title

Branch

IBAN Number

3. Signatures

Signatures of Individuals or Director/Secretary along with company stamp for Companies

1. ______________________ 2. _______________________ 3. ________________________

4. Required documents to be attached with Letter of Acceptance

1. For Individual Applicants

1. An attested copy of Computerized National Identity Card

2. Original Share Certificate and verified Transfer Deeds (for physical shares only) (attached as

Annexure-A)

3. Share splitting authorization letter (for physical shares only) (attached as Annexure-B)

4. Authority Letter to pick-up excess shares through a representative (for physical shares only) (attached as Annexure-C) (if a separate person is to be given authority)

5. Copy of CDC transfer slips (for CDC Shares only)

b) For Corporate Applicants

1. Certified Memorandum and Articles of Association
2. A certified copy of Certificate of Incorporation

3. Certified copies of Computerized National Identity Card(s) of the signatories

4. Certified copy of Board Resolution authorizing persons to sell the shares with specimen signature of such authorized persons

5. Original Share Certificates and verified Transfer Deeds (for physical shares only) (attached as Annexure-A)

6. Share splitting authorization letter (for physical shares only) (attached as Annexure-B).

7. Authority Letter to pick-up excess shares through a representative (for physical shares only) (attached as Annexure-C)(if a separate person is to be given authority)

8. Copy of CDC Transfer Slips (for CDC shares only)

9. Copy of NTN Certificate

I/We confirm understand and acknowledge that if this Letter of Acceptance is furnished without the requisite documents, the same may be rejected by the Manager to the Offer as being incomplete and invalid.

Page 3 of 6

ANNEXURE A

TRANSFER DEED

**only to be filled by Shareholders submitting physical shares **

Folio No. ________________	Application No. ________________	Certificate/s No________________
	Form of Transfer of Shares
	(First Schedule to the Companies Act, 2017)
The Company Secretary
Hallmark Company Limited
Karachi
I/We_____________________________________________________ s/d/w/o _______________________________________________r/o	____________________________
(hereinafter called "the transferor") in consideration of the sum of	rupees______________________________________________________________________ paid to me / us by
______________________________________________________________________________________		s/d/w/o

___________________________________________________________________________ r/o _______________ ____________________________________hereinafter called

the transferee(s), do hereby transfer to the said transferee(s)___________________________________________________________________________________ the

________________________ share (or shares) with distinctive numbers from __________________________ to

_________________________________ inclusive, in the _____________________________________, to hold unto the said transferee(s), his / her / their executor(s),

administrator(s) and assigns, subject to the several conditions on which I / we held the same at the time of execution he reof, and I / we the said transferee(s), do hereby

agree to take the said share (or shares) subject to the conditions	aforesaid.
As witness our hands this __________________ day of _________________________________________________
Signature _______________________________________________	Signature _____________________________________________
Transferor (seller)	Transferee (buyer)
Full Name ______________________________________________	Full Name ____________________________________________
Father's / Husband's Name ________________________________	Father's / Husband's Name ______________________________
CNIC no. _______________________________________________	CNIC no. _____________________________________________
Enclosed: Photocopy of CNIC	Enclosed: Photocopy of CNIC
(in case of foreigner, Passport #) ___________________________	(in case of foreigner, Passport #) __________________________
Nationality _____________________________________________	Nationality ___________________________________________
Occupation ____________________________________________	Occupation ___________________________________________
Residential Address ______________________________________	Residential Address ____________________________________
______________________________________________________	_____________________________________________________
Cell No ________________________________________________	Cell No_______________________________________________
Landline _______________________________________________	Landline______________________________________________
Email Address-__________________________________________	Email Address _________________________________________
Witness 1	Witness 2
Signature _____________ Dated __________________________	Signature _____________ Dated__________________________
Name:________________________________________________	Name: _______________________________________________
CNIC:_________________________________________________	CNIC: ________________________________________________
Enclosed: Photocopy of CNIC	Enclosed: Photocopy of CNIC
Full Address:___________________________________________	Full Address: __________________________________________
_____________________________________________________	_____________________________________________________

Bank Account Details of Transferee for Payment of Cash Dividend (Mandatory in case of a listed company or optional for any other company) It is requested that all my cash dividend amounts declared by the company, may be credited into the following bank account:

	Transferee Details
International Bank Account Number (IBAN) - Mandatory		PK
Bank's Name
Branch Name and Address

It is stated that the above mentioned information is correct and that I will intimate the changes in the above mentioned information to the Company and the concerned Share Registrar as soon as these occur.

_____________________

Signature of Transferee(s)

Page 4 of 6

"Annexure B"

Share splitting Authorization Letter

**Only to be filled by shareholders submitting physical shares**

Date: _________________

The Manager to the Offer Topline Securities Limited 8th Floor, Horizon Tower,

Plot # 2/6 Block-3, Clifton, Karachi Tel: [phone]

Subject: Public Offer Authorization to split Shares Certificate(s)

Dear Sir,

Pursuant to my irrevocable acceptance, with respect to the Public Offer by Supernet Infrastructure Solutions (Pvt.) Limited (hereinafter referred to as the "Acquirer") to purchase ordinary shares of Hallmark Company Limited ("HCL" or the "Company"), submitted to Topline Securities Limited ("TSL") as the Manager to the Offer, please find enclosed herewith _________________ shares of HCL in physical form. If the Public Offer is oversubscribed, I/we authorize you

to split the share certificates pro-rata in the denominations determined by Topline Securities Limited.

Share Certificate Number to be Split___________________1

Total Shares to be allocated to Acquirers _______________

Total Shares to be returned to me/us___________________

Name (s): _____________________

Signature(s): ___________________

Folio #:_______________________

Enclosed: Original Share Certificate(s)

Verified Transfer Deed(s)

1 Blanks will be filled by TSL

Page 5 of 6