LSE Proptech : Corporate Briefing Session

SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION FOR AMALGAMATION/MERGER OF

Part - 1 : Complete Transfer of Business and Undertaking of Modaraba Al-Mali and LSE Proptech Limited with and into LSE Capital Limited

Part - 2 : Partial Transfer (Designated Assets) of LSE Capital Limited with and into LSE Financial Services Limited

02-Jan-24 11:10 AM

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PART-1 Complete Transfer of Assets and Undertakings

MODARABA AL-MALI (AND ITS MEMBERS)

LSE CAPITAL LIMITED

(AND ITS MEMBERS)

LSE PROPTECH LIMITED

(AND ITS MEMBERS)

SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION FOR AMALGAMATION/ MERGER (IN TERMS OF PROVISIONS OF SECTIONS 279 TO 283 AND ALL OTHER ENABLING PROVISIONS OF THE COMPANIES ACT, 2017)

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Salient Aspects Part - 1

Modaraba Al-Mali (MODAM) and LSE Proptech Limited (LSEPL) to merge with and into LSE Capital Limited (LSECAP)

MODAM and LSEPL will be dissolved and the shares of LSECAP shall be issued to the registered members/certificate- holders of LSEPL and MODAM

	LSE PL shares held by
LSECAP shall be registered	MODAM shall be distributed
under Shariah Governance	to the certificate-holders of
Regulations, 2018	MODAM

	Swap ratio is 0.83 to 1.0 for	Swap ratio is 0.83 to 1.0 for
MODAM shares held by	MODAM to LSECAP	LSEPL to LSECAP
(Every certificate holder	(Every certificate holder
LSECAP shall be distributed
owning 1000 certificates of	owning 1000 certificates of
to its shareholders
MODAM shall get 830 shares	LSEPL shall get 830 shares of
	of LSECAP )	LSECAP )

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Salient Aspects Part - 1

Effective date

June 30, 2023

Effective Date within	LSE Capital, being the	No financing
the limitation of 180
surviving entity to	activity/portfolio in
days from the
assume the listing	LSE Capital, except
statement date of
status of LSEPL	legacy transactions
last audited accounts

All employees to

become the

employees of the

surviving entity (LSE

Capital)

LSE CAPITAL to operate

under its existing	LSE Capital shall retain
Memorandum &	its registration as a
Articles, and any	Modaraba Company and
needed change to be	will launch new
made after approval of	Modarabas
the Registrar Modaraba

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Allocation Snapshot-MODAM

01. No of Outstanding MODAM Certificates before the merger:

90,816,915

03. No of LSEPL Shares held by MODAM: 16,469,434

Conversion and allocation of

05. LSEPL shares to MODAM Certificate Holders (B): 13,669,630

Pro-rata allocation of LSEFSL

07. shares to MODAM certificate holders (C): 65.03 shares per

1000

02. No of LSECAP shares after merger (.83%) (A): 75,378,039

Pro-rata distribution of LSEPL

04.Shares to MODAM certificate holders: 18.13%

No. of Shares of LSEFSL to be

06. allocated to MODAM certificate holders (for listed status transferability): 5,905,842

Total Allocation to MODAM

08. certificate holders (A+B+C):

LSECAP : 89,047,669

LSEFSL : 5,905,842

Allocation Snapshot-LSEPL & LSEFSL

	No of Outstanding LSEPL shares before merger: 90,090,731	01

	No of shares of LSEPL after merger (.83%): 74,775,306	02

No of LSECAP shares to be allocated to each shareholder:	03
74,775,306

No of LSEFSL shares to be allocated to each LSEPL	04
shareholder: *NIL

*LSEFSL is acquiring the listing status of MODAM only, hence allocation is being made to MODAM certificate holders only