Systems : Extracts of resolutions in the Board of Director Meeting for other than Financial Results.

9 June 2022

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road Karachi.

Subject:

Extracts of resolution(s) in the Board of Director Meeting for other than Financial Results.

Dear Sir,

In accordance with the clause 5.6.9.(b) of the PSX Rule Book, we are pleased to enclose a certified copy of the resolution(s) passed in the Board of Director Meeting held on 9th June 2022. The resolution(s) are approved/adopted and are effective from the date of approval.

Yours Sincerely,

Saad Hassan | Company Secretary

CERTIFIED COPY OF RESOLUTION(S) PASSED IN THE BOARD OF DIRECTORS MEETING OF SYSTEMS LIMITED, HELD E-1, SEHJPAL ROAD, NEAR DHA PHASE VIII (Ex-Air Avenue), LAHORE CANTT, LAHORE ON THURSDAY 09 MAY 2022.

RESOLVED that the Company be and is hereby authorized to further issue shares by way of other than right, under sub-section (1) of section 83 of the Companies Act 2017 and Section 5 of Chapter IV of the Companies (Further Issue of Shares) Regulation, 2020. Subject to approval of the resolution by the Shareholders and Securities & Exchange Commission of Pakistan (SECP).

PROPOSAL OF FURTHER ISSUE OF SHARES BY WAY OF OTHER THAN RIGHT OFFER:

Regulation	Regulation	Proposal
No.
5(1)(ii)(a)	Proposal of the board to issue	The above-board resolution is subject to approval of
	shares without right offer is subject	shareholders through a special resolution and the
	to approval of the shareholders and	Securities and Exchange Commission of Pakistan.
	the Commission;
5(1)(ii)(b)	Quantum of the issue both in terms	Minimum shares to be issued: 11,822,500
	of the number of shares and	Percentage of Paid-up Capital before issue: 4.25%
	percentage of paid-up capital	Percentage of Paid-up Capital after issue: 4.07%
	before and after the issue;
5(1)(ii)(c)	Issue price per share and	Issue Price: PKR 400/-
	justification for the same;
		Shares are being issued at a premium to the market
		price to benefit the existing shareholders.
5(1)(ii)(d)	consideration against which shares	Consideration other than cash of securities worth
	are proposed to be issued i.e., cash	PKR 4,729,000,000/- (Pak Rupees Four Billion Seven
	or other than cash;	Hundred Twenty-Nine Million).
5(1)(ii)(e)	name of person(s), their brief	The shares are being issued in the name of Mr.
	profile, existing shareholding, if	Behram K. Ahmed, Ms. Karen Chase Ahmed and Ms.
	any, in the company, to whom the	Ammara Masood who have no prior shareholding in
	shares are	Systems Limited and are director(s) of the Company
	proposed to be issued;	NDC Tech.

		Profile of the Company NDC Tech (Pvt.) Ltd., NDC
		FZC and NDC Tech Apac Pte. Ltd., is attached as
		Annexure (A).
5(1)(ii)(f)	purpose of the issue;	The objective of the issue is the acquisition of NDC
		Tech (Pvt.) Ltd., NDC FZC and NDC Tech Apac Pte.
		Ltd. as announced by the Company on the 10th day of
		May 2022.
5(1)(ii)(g)	justification for issue of the shares	To finance purchase of NDC Tech (Pvt.) Ltd., NDC
	by way of other than right;	FZC and NDC Tech Apac Pte. Ltd.
		The total consideration of the acquisition is
		USD 10 million plus; PKR 5,075,000,000/-.
		PKR 346,000,000/- out of PKR 5,075,000,000/- is to be
		paid in cash, whereas the remaining payable balance
		amount of PKR 4,729,000,000/- is to be paid in kind
		by the issuance of 11,822,500 shares, which the
		company intends to issue by way of other than right.
		The proportions of the issue are as follow:
		1. Behram K Ahmed: 8,994,375	shares
		representing PKR 3,597,750,000/-
		2. Karen Chase Ahmed: 230,625	shares
		representing PKR 92,250,000/-.
		3. Ammara Masood:	2,597,500	shares
		representing PKR 1,039,000,000/-.
5(1)(ii)(h)	benefits of the issue to the company	NDC Tech (Pvt.) Ltd., NDC FZC and NDC Tech Apac
	and its members;	Pte. Ltd. are partners of Temenos in Pakistan, Middle
		East and Africa - a leading core banking software
		provider in the World. The acquisition will create
		value for the Company by adding core banking
		financial service software to its

		portfolio. This will enable the Company to increase
		exports, expand its domestic footprint and upsell and
		cross sell its existing services to NDC Customers.
		Systems Limited has also signed an agreement with
		NDC Tech (Pvt.) Ltd., NDC FZC and NDC Tech Apac
		Pte. Ltd., to retain its CEO, Ms. Ammara Masood and
		its key personnel.
		Moreover, since Systems Limited is acquiring 100%
		shares, all revenue and profits of the company will be
		consolidated with the financials of Systems Limited
		thereby expected to increase Systems Limited market
		value. Systems Limited is also expected to receive
		dividends from the company in future
5(1)(ii)(i)	breakup value per share as per the	The unconsolidated breakup value per share as per
	latest available audited and	the latest available audited statement i.e., 31st Dec
	reviewed accounts;	2021 is PKR 75.85/- per share
5(1)(ii)(j)	consent of the person(s) to whom	The board hereby undertakes that the consent has
	the shares are to be issued is(are)	been obtained from the individuals to whom the
	obtained;	shares are to be issued.
5(1)(ii)(k)	the proposed new shares shall rank	The proposed new shares shall rank Pari Passu in all
	pari passu in all respects with the	respects with the existing ordinary shares of the
	existing ordinary shares of the	Company.
	company. In case the proposed new
	shares are different from the issued	The proposed new shares shall not be different from
	ordinary shares in any respect, then	the issued ordinary shares in any respect.
	the board's decision must state the
	differences in detail;
5(1)(ii)(l)	average market price of the share,	The average market price of Systems Limited share
	in case of a listed company, during	for the last three months is PKR 358.91/- per share
	the last three months preceding the	(after adjusting for bonus issue), PKR 422.07/- per
	board's decision as well as the	share (without adjusting for bonus issue) and the
	latest available market price; and	latest price as on 9th June 2022 is PKR 327.50.
5(1)(ii)(m)	where shares are proposed to be	The value of the foreign companies has been
	issued for consideration other than	calculated as USD 10,000,000.

in cash, the value of non-cash assets or services or intangible assets shall be determined by a valuer:

The value of the Pakistan entity has been calculated as PKR 5,075,000,000.

The distribution of consideration in cash and kind is explained in clause 5(1)(ii)(g).

FURTHER RESOLVED that the Secretary of the Company is hereby authorized on behalf of the Company to for issuing the notice of the extra-ordinary general meeting along with the statement of material facts to the shareholders of the Company and others entitled to such notice and to take further steps as may be necessary or appropriate for convening and holding the extra-ordinary general meeting and all other related matters.

FURTHER RESOLVED that Chief Executive Officer and/or Chief Financial Officer of the company jointly and/or severally, to execute any document(s) and to take all actions necessary to give effect to the proposed resolutions and implementation of the proposal. Additionally, it is also resolved that the Chief Executive Officer and/or the Chief Financial Officer be and are hereby authorized singly or jointly to take all necessary actions (including execution and delivery of all necessary instruments, notices, and letters)

1. to seek approval and ensure compliance of the requirements of Companies Act 2017, the Companies
   (Further Issue of Shares) Regulations 2020 ("Regulations 2020") and any other applicable requirement, if any
2. for meeting requirements stipulated under Section 83 of the Companies Act, 2017; and
3. to file the requisite returns / notices, if any, with the Registrar & Securities and Exchange Commission of Pakistan ("SECP") and any other forum(s) as applicable".

Saad Hassan | Company Secretary

09 June 2022

Lahore