ADVICE FOR INVESTORSinvest.pk/arifhabibinvest_ofsd.pdf · Habib Bank Limited Intermarket Securities (Pvt.) Limited. The date of publication of this Offer for Sale Document is 30th

ADVICE FOR INVESTORS

INVESTORS ARE ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THECONTENTS OF THIS OFFER FOR SALE DOCUMENT, PARTICULARLY THE RISK FACTORS

GIVEN AT PARA 4.9, BEFORE MAKING ANY INVESTMENT DECISION.

SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONEAPPLICATIONS IN THE NAME OF SAME PERSON) IS PROHIBITED AND SUCH

APPLICATIONS’ MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A OF THESECURITIES AND EXCHANGE ORDINANCE, 1969

ARIF HABIB INVESTMENT MANAGEMENT LIMITED

OFFER FOR SALE OF SHARES

PRESENT OFFER CONSISTS OF 7,500,000 ORDINARY SHARES (25% OF PAID-UPCAPITAL) AT AN OFFER PRICE OF PKR 125/- PER SHARE (INCLUDING A

PREMIUM OF PKR 115/- PER SHARE) OUT OF TOTAL PAID-UP CAPITAL OF PKR300 MILLION DIVIDED INTO 30 MILLION ORDINARY SHARES OF PKR 10/- EACH

THIS IS NOT A PROSPECTUS BY ARIF HABIB INVESTMENT MANAGEMENTLIMITED, BUT AN OFFER FOR SALE BY SOME OF THE EXISTING

SHAREHOLDERS, OUT OF THEIR SHAREHOLDING IN ARIF HABIBINVESTMENT MANAGEMENT LIMITED

The subscription list will Insha’Allah open at the commencement of banking hourson 18th July, 2008 and will close on 19th July, 2008 at the close of banking hours

Advisor & Arranger

Underwriters

Allied Bank LimitedFirst Dawood Investment Bank Limited

AHM Securities (Pvt.) LimitedHabib Bank Limited

Intermarket Securities (Pvt.) Limited

The date of publication of this Offer for Sale Document is30th June 208

Offer for Sale of Ordinary SharesArif Habib Investment Management Limited

GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS

AHSL Arif Habib Securities LimitedCDA Central Depositories Act, 1997CDC The Central Depository Company of Pakistan LimitedCDS Central Depository SystemCFS Continuous Funding SystemCNIC Computerized National Identity CardThe Commission / SECP The Securities & Exchange Commission of PakistanThe Company / AHIML Arif Habib Investment Management LimitedCVT Capital Value TaxEPS Earnings Per ShareGOP Government of PakistanOFFER Offer for Sale of 7,500,000 shares of face value of PKR 10/- each at an

offer price of PKR 125/- per share at a premium of PKR 115/- pershare of Arif Habib Investment Management Limited, by some of theshareholders out of their shareholdings

OFFERORS Mr. Arif Habib, Mr. Nasim Beg, Arif Habib Securities Limited, andAHIML Employees’ Stock Beneficial Ownership Trust

OFSD Offer For Sale DocumentITO Income Tax Ordinance, 2001NP Margin Net Profit MarginOrdinance The Companies Ordinance, 1984PACRA Pakistan Credit Rating AgencySBP The State Bank of PakistanStock Exchange / KSE The Karachi Stock Exchange (Guarantee) Limited

TFC Term Finance CertificatesWHT Withholding Tax


TABLE OF CONTENTS

Part No.Page No.

1 APPROVALS AND LISTING AT THE STOCK EXCHANGE ...................................................... 1

2 SHARE CAPITAL AND RELATED MATTERS ............................................................................... 3

3 UNDERWRITING, COMMISSIONS, BROKERAGE, AND OTHER EXPENSES...................10

4 THE COMPANY AND PROSPECTS ................................................................................................12

5 FINANCIAL INFORMATION ...........................................................................................................20

6 MANAGEMENT AND RELATED MATTERS ................................................................................29

7 MISCELLANEOUS ................................................................................................................................34

8 APPLICATION AND TRANSFER INSTRUCTIONS ...................................................................38

9 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT........................................................42

10 MEMORANDUM OF ASSOCIATION .............................................................................................43

11. APPLICATION FORMS


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PART 1

1 APPROVALS AND LISTING AT THE STOCK EXCHANGE

1.1 APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

The approval of the Securities & Exchange Commission of Pakistan (“SECP” or “the Commission”) hasbeen obtained for the issue, circulation, and publication of this Offer for Sale Document (“OFSD”) asrequired under section 62, read with section 57 and section 61 of the Companies Ordinance, 1984 (“theOrdinance”).

It must be distinctly understood that in giving this approval, the SECP does not take anyresponsibility for the financial soundness of any scheme stated herein or for the correctness of any ofthe statements made or opinions expressed with regard to them.

The SECP has not evaluated the quality of the offer, including justification for the premium, and itsapproval of the offer should not be construed as any commitment to the same. The public / investorsshould conduct their own independent investigation and analysis regarding the quality of the offerbefore subscribing.

1.2 CLEARANCE OF THE OFFER FOR SALE DOCUMENT BY THE STOCK EXCHANGE

The OFSD has been cleared by the Karachi Stock Exchange (Guarantee) Limited (“KSE” or “the StockExchange”) in accordance with the requirements of its Listing Regulations. While clearing this OFSD, theStock Exchange neither guarantees the correctness of the contents of this document nor the viabilityof Arif Habib Investment Management Limited (“AHIML” or “the Company”).

The Stock Exchange has not evaluated the quality of the issue, including the justification for thepremium and its clearance should not be construed as any commitment to the same. The public /investors should conduct their own independent investigation and analysis regarding the quality ofthe offer before subscribing.

1.3 FILING OF THE OFFER FOR SALE DOCUMENT AND OTHER DOCUMENTS WITHTHE REGISTRAR OF COMPANIES

On behalf of the Offerors, the Company has delivered to the Registrar of Companies, CompaniesRegistration Office (“CRO”), Karachi, as required under section 57(3) and (4) of the Ordinance, a copy ofthe OFSD signed on behalf of Offerors, together with the following documents attached hereto:

(a) A letter dated May 22, 2008, from the Auditors of the Company, M. Yousuf Adil Saleem &Co., Chartered Accountants, consenting to the publication of their name in the OFSD, asrequired under section 55 of the Companies Ordinance, 1984, which contains in Part V certainstatements and reports issued by them as experts (which consent has not been withdrawn).

(b) Written confirmations of the Auditors, Legal Advisor, and Bankers to the Offer mentioned inthis OFSD consenting to act in their respective capacities, as required under section 57(5) ofthe Ordinance.

(c) Copies of material contracts and agreements mentioned in Part 7.7 of this OFSD as requiredunder section 57(4) of the Ordinance.

(d) Consent of the Directors and Chief Executive of the Company who have consented to theirrespective appointments being made and their having been named or described as suchDirectors and Managing Director / Chief Executive in this OFSD, as required under Section57(3) of the Ordinance, read with sub-clause (1) of clause (4) of part 1 of the second schedule ofthe Ordinance.


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1.4 LISTING AT THE STOCK EXCHANGE

Application has been made to the Karachi Stock Exchange for permission to deal in and for the quotation ofthe shares of the Company.

If for any reason, the application for formal listing is not accepted by the Stock Exchange, the Companyundertakes that a notice to that effect will immediately be published in the press, and thereafter applicationmoney to the applicants will be refunded in pursuance of this Offer for Sale Document, as required underthe provisions of section 72 of the Ordinance.


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PART 2

2 SHARE CAPITAL AND RELATED MATTERS

2.1 SHARE CAPITAL

No. of shares Face value Premium TotalAUTHORIZED CAPITAL

30,000,000 Ordinary shares of Rs. 10/- each 300,000,000 - 300,000,000ISSUED SUBSCRIBED & PAID UPCAPITALIssued for cash

5,000,000 Ordinary shares of Rs. 10/- each 50,000,000 50,000,000

Issued as bonus25,000,000 Ordinary shares of Rs. 10/- each 250,000,000 250,000,00030,000,000 TOTAL 300,000,000 300,000,000

No. of shares Face value Premium TotalTHE EXISTING ISSUED,SUBSCRIBED & PAID UP CAPITALOF THE COMPANY IS HELD ASFOLLOWS:

Major shareholders4,799,968 Mr. Arif Habib 47,999,680 - 47,999,6803,000,004 Mr. Nasim Beg 30,000,040 - 30,000,040

18,720,005 M/s. Arif Habib Securities Limited 187,200,050 - 187,200,050

3,479,994 M/s. AHIML Employees Stock BeneficialOwnership Trust 34,799,940 - 34,799,940

Directors4 Mr. Saleem Chamdia 40 - 404 Mr. Sirajuddin Cassim 40 - 404 Mr. Akmal Jameel 40 - 404 Mr. Muhammad Shafi Malik 40 - 404 Mr. Muhammad Kashif 40 - 401 Mr. M. Qamar Beg 10 - 10

Other shareholders4 Mr. Samad A. Habib 40 - 404 Mr. John Kirkham 40 - 40

30,000,000 TOTAL 300,000,000 - 300,000,000

PRESENT OFFERNo. of shares Face value Premium Total

The present Offer of 7,500,000 ordinaryshares (25% of paid-up capital) havingpar value of Rs. 10/- each (at an offerprice of Rs. 125/- per share inclusive of apremium of Rs. 115/- per share) is beingmade to the general public as under:

375,000 Employees of the Company 3,750,000 43,125,000 46,875,0007,125,000 General Public 71,250,000 819,375,000 890,625,0007,500,000 TOTAL 75,000,000 862,500,000 937,500,000

OFFERORS4,799,968 Mr. Arif Habib 47,999,680 551,996,320 599,996,000

750,001 Mr. Nasim Beg 7,500,010 86,250,115 93,750,125


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1,080,032 Arif Habib Securities Limited 10,800,320 124,203,680 135,004,000

869,999 AHIML Employees’ Stock BeneficialOwnership Trust 8,699,990 100,049,885 108,749,875

7,500,000 TOTAL 75,000,000 862,500,000 937,500,000

Notes:(i) As per Rule 3(I) (IV) of the Companies (Issue of Capital) Rules, 1996, the sponsors shall, at all times,

retain at least twenty five per cent (25%) of the paid-up capital of the Company.(ii) As per Listing Regulation No. 6(A) 7(i) of the KSE, sponsors’ shareholding in excess of 25% shall

not be saleable for a period of six months from the date of public subscription.(iii) As per Listing Regulation 6(A) 7(ii) of the KSE, the shares subscribed by the employees of the

Company shall not be saleable for a period of 6 months from the date of public subscription.

2.2 OPENING AND CLOSING OF SUBSCRIPTION LIST

The subscription list will Insha’Allah open on 18th July, 2008 at the commencement of banking hoursand will close on 19th July, 2008 at the close of banking hours.

2.3 INVESTOR ELIGIBILITY

All Pakistani residents, provident funds/trusts, pension/gratuity funds (subject to the term of their trustdeeds), financial institutions and companies, body corporate or other legal entities (to the extent permittedby their constitutive or corporate documents, as the case may be) are allowed to subscribe to the sharesoffered to the general public.

2.4 OFFER PRICE, MINIMUM AMOUNT OF APPLICATION, AND BASIS OF ALLOTMENTOF SHARES

(a) This offer is being made at a price of Rs. 125/- per share of par value of Rs. 10/- each. The offerprice includes a premium of Rs. 115/- per share.

(b) Applications must be made for 500 shares or in multiples of 500 shares only. Applications, whichare neither for 500 shares nor for multiples of 500 shares, shall be rejected.

(c) The minimum amount of application for subscription of 500 shares both in cases of physicaltransfer and transfer under book-entry system is Rs. 62,500/-. The transfer fee shall be borne by theOfferors.

(d) Application for shares below the value of Rs. 62,500/- will not be entertained.

(e) SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONEAPPLICATIONS IN THE NAME OF SAME PERSON) IS PROHIBITED AND SUCHAPPLICATIONS’ MONEY SHALL BE LIABLE TO CONFISCATION UNDER SECTION18-A OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969.

(f) If the shares to be offered to the general public are sufficient for the purpose to accommodate all theapplications then, all applications shall be accommodated.

(g) If this offer is oversubscribed in terms of number of applications and amount, the shares will beallotted by conducting computer balloting in the presence of representatives of the Stock Exchangein the following manner:

i. If all applications for 500 shares can be accommodated, then all such applications will beaccommodated first. If all applications for 500 shares cannot be accommodated, then ballotingwill be held among the applications for 500 shares only.


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ii. If all applications for 500 shares have been accommodated, and shares are still available forallocation, then all applications for 1,000 shares will be accommodated. If all applications for1,000 shares cannot be accommodated, then balloting will be held among applications for 1,000shares only.

iii. If all applications for 500 shares and 1,000 shares have been accommodated, and shares are stillavailable for allocation, then all applications for 1,500 shares will be accommodated. If allapplications for 1,500 shares cannot be accommodated, then balloting will be held amongapplications for 1,500 shares only.

iv. If all applications for 500, 1,000 and 1,500 shares have been accommodated, and shares are stillavailable for allotment, then all applications for 2,000 shares will be accommodated. If allapplications for 2,000 shares cannot be accommodated, then balloting will be held amongapplications for 2,000 shares only.

v. After the allotment in the above mentioned manner, the balance shares, if any, will be allottedin the following manner:

1. If the remaining shares are sufficient to accommodate each application for over 2,000shares, then 2,000 shares will be allotted to each applicant and the remaining shares will beallotted on a pro-rata basis.

2. If the remaining shares are not sufficient to accommodate all remaining applications for atleast 2,000 shares, then balloting will be conducted for allocation of 2,000 shares to eachsuccessful applicant.

(h) If the offer is over subscribed in terms of amount only, then the allocation of shares will be made inthe following manner:

i. First preference will be given to applicants who applied for 500 shares;

ii. Next preference will be given to applicants who applied for 1,000 shares;

iii. Next preference will be given to applicants who applied for 1,500 shares;

iv. Next preference will be given to applicants who applied for 2,000 shares;

After allocation in the above manner, the balance shares, if any, will be allotted on pro-ratabasis to the applicants who applied for more than 2,000 shares.

(i) In case the offer is undersubscribed, all the applicants whose applications are accepted will beallotted shares applied for and the remaining shares will be taken up by the underwriters inproportion to their respective underwriting commitments.

(j) In addition to the above, employees of the Company have been given preferential allocation of375,000 shares in the Offer for Sale of shares, to which they will subscribe on the publicsubscription days.

(k) Every permanent employee of the company is entitled to participate in the employee quota ofpublic offer.

(l) No advance will be given by the company to the employees to apply for subscription of shares.

(m) The basis of allotment of shares out of the quota allocated to employees shall be the same as for thegeneral public


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(n) In case the offer to the employees is undersubscribed, then the remaining shares will be allocated tothe general public

(o) Incase both offer to the employees and to the general public is undersubscribed; all the remainingshares shall be taken up by the underwriters in proportion to their respective underwritingcommitments.

(p) Allocation of shares will be subject to the scrutiny of the applications.

2.5 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

The Company, on behalf of the Offerors, shall take a decision within 10 days of the closure of thesubscription list as to which applications have been accepted or are successful. Refund of money in case ofunaccepted or unsuccessful applications will be made within 10 days of the date of such decision, as requiredunder the provisions of section 71 of the Ordinance.

As per sub-section (2) of section 71 of the Ordinance, if the refund as required by sub-section 1 of section 71of the Ordinance is not made within the time specified therein, the Offerer shall be liable to repay themoney with surcharge at the rate of 1.5%, for every month or part thereof from the expiration of the 15th

day and, in addition, to a fine not exceeding Rs. 5,000/- and in the case of continuing offence, to a furtherfine not exceeding Rs. 100/- per day after the said 15th day of which default continues. Provided, an Offerersshall not be liable if they proves that the default in making the refund was not due to misconduct ornegligence on their part.

2.6 ISSUE AND DISPATCH OF SHARE CERTIFICATES

The Company will dispatch to the successful applicants, physical share certificates through the Bankers tothe Offer or credit to the Central Depository System (the “CDS”) accounts within 30 days of the close of thepublic subscription list, as per Listing Regulations of the KSE.

Shares will be transferred either in scripless form in the CDS of the Central Depository Company (the“CDC”) or in the shape of physical scrips on the basis of option exercised by the successful applicants. Sharesin physical scrip form will be dispatched to the Bankers to the Offer within 30 days from the date of closingof subscription list, whereas scripless shares will be credited through book entry into the respective CDSaccounts of the successful applicants maintained with the CDC.

The applicants who opt for receipt of shares in scripless form in the CDS should fill in the relevant columnsof the Application Form. In order to exercise the scripless option, the applicant should have a CDS accountat the time of subscription.

If the Company defaults in complying with the requirements of the Listing Regulations of the KSE, it shallpay to the KSE a penalty of Rs. 500/- per day or part thereof during which the default continues. The KSEmay also notify the fact of such default and the name of the Company by notice and also by publication inits Ready Board Quotation.

2.7 TRANSFER OF SHARES

2.7.1 Physical Scrips

The directors of the Company will not refuse to transfer any fully paid shares unless the transfer deed is forany reason, defective or invalid under the provisions of Section 77 of the Ordinance. Provided that theCompany shall within 30 days from which the instrument of transfer was lodged with it, notify the defect orinvalidity to the transferee who shall, after the removal of such defect or invalidity, be entitled to re-lodgethe transfer deed with the Company.

2.7.2 Transfer under book entry system

The shares maintained within the CDS in the book entry form shall be transferable in accordance with theprovisions of the Central Depositories Act, 1997 and the CDC Regulations.


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2.8 SHARES ISSUED IN PRECEDING YEARS

The following are the details of the shares issued by the Company in preceding years.

Date Consideration No. of shares Par value Premiumper share Amount

30-Aug-2000 Initialsubscription 7 10 - 70

04-Dec-2000 Cash 50,000 10 - 500,00026-Jun-2001 Cash 3,949,993 10 - 39,499,93008-Sep-2005 Cash 1,000,000 10 - 10,000,00008-Nov-2005 Bonus 1,500,000 10 - 15,000,00009-May-2007 Bonus 6,500,000 10 - 65,000,00012-Sep-2007 Bonus* 7,000,000 10 - 70,000,00010-May-2008 Bonus** 10,000,000 10 - 100,000,000

TOTAL 30,000,000 10 300,000,000* First interim bonus @ 53.85% for the financial year ended June 30, 2008** Second interim bonus @ 50% for the financial year ended June 30, 2008

2.9 PRINCIPAL PURPOSE OF THE OFFER FOR SALE

The principal purpose of the Offer for Sale is (i) broadening the investor base through an increase in thenumber of shareholders, and (ii) providing the public investor an opportunity to participate in the future ofa company with sound prospects.

2.10 INTEREST OF SHAREHOLDERS

None of the shareholders of the Company have any special or other interest in the property or profits of theCompany, other than as shareholders of the Company.

2.11 DIVIDEND POLICY

The rights in respect of capital and dividends attached to each share are and will be the same. AHIML ingeneral meeting may declare dividends but no dividends shall exceed the amount recommended by thedirectors.

The directors may from time to time decide to pay to the members such interim dividends as appear to thedirectors to be justified by the profits of the Company. No dividends shall be paid otherwise than out of theprofits of the Company for the year or any other undistributed profits. No unpaid dividend shall bearinterest or mark-up against the Company. The dividend shall be paid within the period stipulated in theOrdinance.

2.12 ELIGIBILITY FOR DIVIDEND

The shares of the Company comprising the present Offer shall rank pari passu with the existingordinary shares in all matters including the right to such bonus and right issue and dividend, as maybe declared by AHIML subsequent to the date of this OFSD.

The Company has already declared interim cash dividend of 75% and two interim bonuses at the rateof 53.85% and 50% for the year ended June 30, 2008. The shares issued by the Company under Offerfor Sale will not be eligible to the said interim cash dividend and bonuses.

2.13 DEDUCTION OF ZAKAT

Cash dividend distribution will be subject to the deduction of Zakat at source pursuant to the provisions ofthe Zakat and Ushr Ordinance, 1980 (XVIII of 1980).

2.14 WITHHOLDING TAX ON DIVIDENDS

Cash dividend distribution to the shareholders will be subject to withholding tax at source under section 150of the Income Tax Ordinance, 2001 at the rate of 10% as specified in Part I, Division III of first schedule to


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the said ordinance. In terms of the provisions of section 8 of the said ordinance, said deduction at source,shall be deemed to be full and final liability in respect of such profits.

2.15 EXEMPTION FROM CAPITAL GAINS

Capital gains derived from the sale of listed securities are exempted from income tax pursuant to clause (110)of part 1 of the second schedule of the Income Tax Ordinance. This exemption is presently available up tothe income year ending June 30, 2008.

2.16 CAPITAL VALUE TAX (CVT) & WITHHOLDING TAX ON SALE / PURCHASE OFSHARES

Pursuant to the provision of section 233(A) of the Income Tax Ordinance and Capital Value Tax (FinanceAct 1989) the following charges are applicable on sale and purchase of securities:

(a) 0.02% CVT will be charged on purchase of all shares, modaraba certificates, andinstruments of redeemable capital as defined in the Ordinance.

(b) 0.01% WHT will be charged on sale of all shares, modaraba certificates, and instruments ofredeemable capital as defined in the Ordinance.

2.17 DEFERRED TAXATION

Deferred tax is recognized using the balance sheet liability method on all temporary differences between theamounts attributed to the assets and liabilities for financial reporting purposes and amounts used for taxationpurposes. Deferred tax is not recognized on differences relating to investments in subsidiaries to the extentthat they are not likely to reverse in the foreseeable future. Deferred tax asset is measured at the tax ratesthat are expected to be applied to the temporary differences, based on the laws that have been enacted orsubstantively enacted at the reporting date. A deferred tax asset is recognized only to the extent that it isprobable that future taxable profits will be available against which the assets can be utilized.

The Company has made a provision of PKR 3,882,627/- on account of deferred tax liability as on 31 Dec.2007.

2.18 JUSTIFICATION FOR THE PREMIUM

The premium of Rs. 115 per share on the face value of Rs 10 per share is considered adequately justified,based on the following:Attractive valuation: The fair value of AHIML share has been estimated using a Dividend Discount Model(DDM) on a 6 years’ investment horizon. Based on an equity and money market exposure of funds undermanagement of around 40:60, the weighted average required rate of return averages to 16.84%. Furthermore,a dividend growth rate of 5.4% is estimated using an average retention ratio of 20% (or 80% dividend payout)and an average return on equity of around 27%. Given the above calculations, the fair value per share isestimated at PKR 160.65/- per share. The offer price entails a discount of 22% to estimated fair value. Thevaluation summary for the DDM based valuation is given below:Required rate of return 16.84%Growth rate 5.4%Terminal value PKR 212.97Sum of discounted dividend PKR 49.21Discounted terminal value PKR 111.44Fair value PKR 160.65 per shareDiscount to fair value 22.00%Offer price PKR 125 per share

Management quality: AHIML's management brings decades of strong experience and a history of success.Their business acumen and expertise have helped the Company achieve its goals, resulting in significantincrease in shareholders’ wealth. AHIML remains keen in providing innovative products that give investorsthe confidence in the Company’s management expertise and their fund management capabilities. AHIML israted AM2 with a positive outlook by PACRA.


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Strong sponsors: The Company is a part of the Arif Habib Group. The Group is well-known forimplementing best management practices in its ventures and for posting strong shareholder returns.

Brand franchise: The Group has had a number of successful listings of its financial sector companies: ArifHabib Securities Limited (listed in May 2001), Arif Habib Limited (listed in December 2006), and ArifHabib Bank Limited (listed in January 2008). The first two have consistently generated superior alphas andhave won the prestigious KSE Top Companies Awards.

The track record of these companies has created strong goodwill among the investing public.

2.19 FINANCIAL HIGHLIGHTS

Financial highlights of the Company, as per audited accounts for the last 5 years including HY08 accountsare given below:

PKR million HY08 2007 2006 2005 2004Revenue 318 543 608 347 141Operating expenses 176 260 256 156 88Net profit 107 215 266 122 29Total assets 921 953 882 734 389Total liabilities 253 255 307 468 270Current assets 437 587 611 467 63Current liabilities 190 167 244 223 70Shareholders equity 668 698 575 266 119No of shares outstanding (inmillion) 20 13 6.5 4 4

Ratio analysis HY08 2007 2006 2005 2004NP ratio 34% 40% 44% 35% 21%Current ratio 2.30 3.51 2.50 2.09 1.00Book value per share 33.40 53.69 88.46 66.50 32.75EPS (PKR) 5.38 16.57 20.8 30.68 7.29


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PART 3

3 UNDERWRITING, COMMISSIONS, BROKERAGE, AND OTHER EXPENSES

3.1 UNDERWRITING

The present offer of 7,500,000 shares at a price of PKR 125/- per share has been fully underwritten asfollows:

S. No. Name of the underwriter No. of shares Amount (Rs.)1. Allied Bank Limited 2,000,000 250,000,0002. First Dawood Investment Bank Limited 2,000,000 250,000,0003. AHM Securities (Pvt.) Limited 1,200,000 150,000,0004. Habib Bank Limited 1,200,000 150,000,0005. Intermarket Securities (Pvt.) Limited 1,100,000 137,500,000

TOTAL 7,500,000 937,500,000

If, and to the extent, shares hereby offered are not subscribed and paid for in cash and in full by the closingof the subscription list, the underwriters shall, within 15 days of being duly called by the Offerers to do so,subscribe and pay for, or procure subscribers to subscribe and pay for, in cash and in full, those shares not sosubscribed, in proportion to their underwriting commitments.

In the opinion of the Offerors, the resources of the underwriters are sufficient to discharge theirunderwriting commitments.

3.2 BUY-BACK / REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY-BACK / REPURCHASEAGREEMENT WITH THE OFFERORS OR ANY OTHER PERSON IN RESPECT OF THISOFFER. ALSO, NEITHER THE OFFERORS NOR ANY OF THEIR ASSOCIATES HAVEENTERED INTO ANY BUY-BACK / REPURCHASE AGREEMENT WITH THEUNDERWRITER(S) OR THEIR ASSOCIATE(S). THE OFFERORS, THEIR ASSOCIATE(S) ANDTHE COMPANY SHALL NOT BUY-BACK / RE-PURCHASE SHARES FROM THEUNDERWRITER(S) AND/OR THEIR ASSOCIATES.

3.3 UNDERWRITING COMMISSION

The underwriters have been paid an underwriting commission at the rate of 1% of the amount of the offerunderwritten by them. In addition, a take up commission at the rate of 1.5% shall be paid to theunderwriters on the value of shares required to be subscribed by them by virtue of their respectiveunderwriting commitments.

3.4 COMMISSION TO THE BANKERS TO THE OFFER

A commission at the rate of 0.50% of the amount collected on allotment in respect of successful applicationswill be paid by the Offerors to the Bankers to the Offer for services to be rendered by them. No commissionshall be paid to the bankers in respect of shares taken up by the underwriters by virtue of their underwritingcommitments.

3.5 BROKERAGE

Brokerage shall be paid to the members of the KSE, LSE and ISE at the rate of 1.0% of the value of theshares (including premium) actually sold through them. No brokerage shall be payable in respect of sharesincluding premium taken up by the underwriters by virtue of their underwriting commitment.


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3.6 EXPENSES OF THE OFFER FOR SALE

The expenses of this Offer are estimated not to exceed Rs. 40.035 million, out of which the listing fees of theKSE and membership fees of the CDC shall be borne by the Company while the balance shall be borne bythe Offerors.

Expense Rate Amount (Rs)Underwriting commission 1% 9,375,000Take-up commission* 1.5% 14,062,500Bankers to the offer commission 0.5% 4,687,500Brokerage to the members of the Stock Exchange* 1% 9,375,000Printing & publication cost 1,000,000KSE fees and charges 385,000CDC fees and deposits 300,000SECP application and processing fee 50,000Transfer fees 300,000Miscellaneous expenses** 500,000TOTAL 40,035,000

* These amounts represent the maximum possible costs relating to the subscription amount** Miscellaneous expenses include stamp papers, printing costs, photocopies etc.


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PART 44 THE COMPANY AND PROSPECTS

4.1 ARIF HABIB INVESTMENT MANAGEMENT LIMITED

Arif Habib Investment Management Limited (the Company) was incorporated on August 30, 2000, as anunquoted public limited company under the Companies Ordinance, 1984, with registered office at Karachi,Pakistan. The Company is registered as an Asset Management Company, Investment Adviser under theNon-Banking Finance Companies (Establishment and Regulation) Rules, 2003 (NBFC Rules), the Non-Banking Finance Companies and Notified Entities Regulations, 2007 (NBFC Regulations), and PensionScheme Manager under Pension Rules 2005. The Company is currently acting as an Asset ManagementCompany, Investment Adviser and Pension Scheme Manager.

The Company manages 5 open-end, 3 closed-end mutual funds and 2 pension schemes, having assets undermanagement of PKR 25.782 billion1. AHIML is an industry leader, setting international standards andbringing innovative products to markets across the country and abroad. It is one of the fastest growing assetmanagement companies and amongst the pioneers of mutual fund industry in Pakistan. The Company keepsabreast to the best practices standards and has a self-imposed and ongoing daily compliance audit carried outby the funds’ external auditors. This enables the Company to comply with NBFC Rules and Regulationsand internal policies and processes – to augment growth of the Company and safeguard the interest of unitholders and investors.

Pakistan Credit Rating Agency (PACRA) has assigned the following entity ratings to the Company:

Long Term Short TermEntity rating A+ (Single A Plus) A1 (A One)Asset manager rating AM2 (Positive Outlook)

4.2 FUNDS UNDER MANAGEMENT

Open-end mutual funds

Pakistan Stock Market Fund (PSMF)An open-end mutual fund, investing in both growth and value stocks listed in Pakistan. The Fund is drivenby value investing with an emphasis on liquidity while maintaining a fair exposure in such shares that maynot be actively traded but are likely to deliver high returns in the long-term. The fund has offered a totalreturn of 615.86% since its inception.

Pakistan Income Fund (PIF)PIF invests in a range of fixed income securities and transactions. The weightage of investment mix of theportfolio is managed in a manner that reduces the risk of loss in the market value of the investments due toany major upward movement in interest rates in the country. Being an income fund, PIF’s emphasis is onmanaging interest rate risk, and as a policy, the Fund keeps the average duration of its portfolio less thantwo years. The fund has generated a total return of 82.94% since inception.

Pakistan International Element Islamic Fund (PIEIF)The fund is a Sharia’ah compliant fund with an objective to invest primarily in domestic markets using avalue investing approach. This fund also invests in international markets either through internationalShariah complaint mutual funds or directly in Shariah compliant securities identified through fund managersof standing in the respective markets. The fund has made a total return of 22.95% since inception.

Pakistan Capital Market Fund (PCM)PCMF is a broader capital market fund with allocation between equity, debt and money marketinstruments. PCMF is the first Fund in Pakistan which converted from a closed-end to an open-end fund in

1 Total funds size as of March 31, 2008


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November, 2005. The fund was launched in the year 2004, and offered to its investors a total return of131.28% since inception.

MetroBank-Pakistan Sovereign Fund (MSF)The MetroBank-Pakistan Sovereign Fund is an open-end fund, investing primarily in government securities.The Fund seeks to achieve return available from investment in government securities. The total returnoffered by the fund since inception is 15.47%.

Closed-end mutual funds

Pakistan Premier Fund LimitedPakistan Premier Fund Limited is a public limited company incorporated under the Companies Ordinance,1984, and also under Rule 38 of the Non-Banking Finance Companies (Establishment and Regulation) Rules,2003 (NBFC Rules) as an Investment Company. The company primarily invests in shares of listedcompanies, term finance certificates and short-term reverse repurchase transactions. It has offered a totalreturn of 243.23% to its perspective investors since inception.

Pakistan Strategic Allocation FundThe policy of this Fund (PSAF) is to invest in a mix of traded securities covering debt, equity, moneymarket transactions (such as financing arrangements under Continuous Funding System and inter-bankplacements, etc.) and deposits in the Pakistan Rupee. PSAF is an equity fund with investment allocationbetween growth and value segment in the proportion of 85:15 respectively. The fund has offered a totalreturn of 99.37% since its inception.

Pakistan Capital Protected Fund – 1This is a closed-end fund with a minimum capital of Rs. 200 million with an upper limit of Rs. 3 billion. Thefund has been constituted with an objective to keep the principal portion protected and earn reasonablereturns. The total return offered by the fund since inception is 2.10%

Pension schemes

Pakistan Pension FundA flexible savings cum investment plan which facilitates individuals to save for their retirement in asystematic way, topping up their savings with investment returns at their optimal asset allocations andallowing them special tax benefits.

Pakistan Islamic Pension FundA flexible savings cum-investment scheme which facilitates individuals to save for their retirement in asystematic way, topping up their savings with investment returns at their desired investment exposures andgranting them special tax benefits, with numerous valuable options before, at, and after retirement.

Net Asset Value of funds under management:Rupees in million

Fund name June 10,2008 HY08 2007 2006 2005 Date of

launchOpen-end fundPakistan Income Fund 7,767 9,260 9,406 5,686 3,706 11 Mar 2002Pakistan Stock Market Fund 3,430 3,709 3,246 3,617 2,712 11 Mar 2002MetroBank Pakistan SovereignFund 366 824 1,373 1,014 464 01 Mar 2003

Pakistan International ElementIslamic Fund 996 1,046 1,073 1,378 N/A 02 May

2006Pakistan Capital Market Fund 879 1,143 1,084 1,436 1,698 24 Jan 2004

Closed-end fund


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Pakistan Capital Protected Fund –1 610 628 N/A N/A N/A 27 Jul 2007

Pakistan Premier Fund Limited 2,527 2,631 2,910 2,576 2,207 26 Dec 2002Pakistan Strategic AllocationFund 3,444 3,396 4,080 3,989 3,201 Aug 2004

Pension SchemesPakistan Pension Fund 100 102 96 N/A N/A 27 Jun 2007Pakistan Islamic Pension Fund 93 91 N/A N/A N/A 31 Oct 2007

4.3 INVESTMENT PLANS

The Company also offers to its clients, investment plans to meet their individual financial needs andmaintaining life styles. These plans include:

Monthly Saving Scheme Pension Builder Monthly Income Plan Smart Portfolio Balanced Portfolio Smart Trader Hajj Saver Account Dynamic Income Provider

4.4 OPERATIONS

AHIML’s principal sources of revenue are investment advisory, asset management services, and pension fundschemes provided to the funds under its management. In HY2008, total management and advisory fee fromthe funds contributed around 72% of the total revenue. Fee from its funds is received on a monthly basis. Asper the NBFC Rules 2003, the Company is entitled to be paid remuneration for the said services. Theremuneration should not exceed three (3) percent of the average net assets of a fund for the first five years ofthe fund’s existence and thereafter two (2) percent of such assets.

AHIML is currently managing five open-end, three closed-end mutual funds, and two pension schemes. Thetotal assets under management amounted to PKR 25,782 million (as at 31 March 2008).

The management fee charged by AHIML as percentage of average NAV from each fund is mentioned below:

Listed funds- Pakistan Stock Market Fund 2.00%

- Pakistan International Element Islamic Fund Type A & B 3%

Type C & D 2%2

- Pakistan Income Fund 1.50%

- Pakistan Capital Market Fund 3.00%

- Pakistan Premier Fund 2.00%

- Pakistan Strategic Allocation Fund 3.00%

2 Type A units have no redemption restrictions and back-end load and are charged the normal front-end load.

Type B units have no redemption restrictions and front-end load (except for transaction cost) but are charged a reducing back-end loadfor the first 3 years (3.0% reducing by 1.0% per year), and at the end of the 3 years of investment there is no back-end load.

Type C units are issued with an initial investment of Rs. 10 million with Rs. 1 million thereafter. No front-end restrictions but only atransaction cost of 0.25% are charged. A reducing back-end load for the first 3 years (3.0% reducing by 1.0% per year), and at the end ofthe 3 years of investment there is no back-end load.


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Non-listed funds

- MetroBank-Pakistan Sovereign Fund 5.00% of operating income

- Pakistan Pension Fund 1.50%

- Pakistan Islamic Pension Fund 1.50%

- Pakistan Capital Protected Fund -1 3.00%

Source: AHIML


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The management and advisory fee received by AHIML from funds under its management from FY2005 toHY2008 is as follows:

Rupees in thousand

Fund Name HY2008 2007 2006 2005Pakistan Stock Market Fund 34,548 92,272 104,201 54,307Pakistan International Element IslamicFund 11,187 28,526 3,759 N/A

Pakistan Income Fund 71,662 97,791 65,711 47,093Pakistan Capital Market Fund 18,593 37,592 50,066 54,932MetroBank Pakistan Sovereign Fund 2,990 5,836 2,984 1,273Pakistan Pension Fund 747 N/A N/A N/APakistan Islamic Pension Fund 407 N/A N/A N/APakistan Premier Fund 26,513 49,416 52,590 35,324Pakistan Strategic Allocation Fund 52,512 106,615 123,110 87,192Pakistan Capital Protected Fund – 1 8,622 N/A N/A N/ATotal fee received 227,781 418,048 402,421 280,121

4.5 INVESTOR SERVICES

AHIML offers a wide range of services to its clients. These include; (i) skilled investor service and sales staff,(ii) call centre facility, (iii) ATM cards, and (iv) nationwide branch network. AHIML believes in acceleratingits growth significantly through investment in human resource, technology and through its physicalpresence in various locations across the country and abroad.

4.6 THE SPONSOR

Arif Habib Securities Limited (“AHSL”) is the principal sponsor of AHIML. At present, it holds 62.4% ofthe Company’s shares. AHSL is the flagship holding company of the Arif Habib Group, which ranksamongst the fastest growing financial services providers in Pakistan. The Group holds interests in thesecurities brokerage, asset management, investment advisory, commercial banking, commodities, privateequity, cement, real estate, steel, and fertilizer industries.

AHSL has won the Top Companies Award every year since its listing in 2001. It has a very strong brandfranchise built over years of first rate services to clients and value addition for all stakeholders.

4.7 GROUP OVERVIEW

The Arif Habib Group ranks amongst the fastest growing financial services providers in Pakistan. TheGroup holds interests in the securities brokerage, investment and financial advisory, investmentmanagement, commercial banking, commodities, private equity, cement, real estate, steel, and fertilizerindustries. Several of the Group operations are synergetic and complementary.

The Arif Habib Group, through independent entities, operates across the financial services industry:

Name of Group Company Industry / Major BusinessArif Habib Securities Limited Investments & Holding CompanyArif Habib Bank Limited Commercial BankingArif Habib Investment Management Limited Asset ManagementArif Habib Limited Securities Brokerage & Corporate FinancePakistan Private Equity Management Limited Private EquityArif Habib DMCC Commodities Brokerage


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4.8 FUTURE PROSPECTS

AHIML plans to keep bringing new products to market, add value by providing a variety of investmentoptions along the risk spectrum and tailoring funds to meet diverse investors’ needs.

Strategic funds are planned for investors with a higher threshold for risk. These funds will provide exposureto specific segment/sectors of the stock market and provide investors an opportunity to match their risk andreturn profiles to a variety of available funds.

In the long run, the Company plans to sustain high margins through expansion of its domestic andinternational distribution. AHIML has setup a strong branch network across various cities in Pakistan toensure that the products are easily accessible.

AHIML is also exploring opportunities in the international market to find new regions for its products anddiversify its client base. The Company has recently made distribution arrangements in United ArabEmirates, to broaden potential clientele and to invite them to share the profitability of the funds undermanagement. The focus of this exercise is to identify markets of favorable regulatory environment, strongappetite for asset management products, liberal exchange rate regime, and international corporate and auditpractices. The Company has entered into an agreement with National Bank of Fujairah for distribution ofunits of its mutual funds in UAE, specially targeting non-resident Pakistanis. The Development of newregional markets will also help significantly in enhancing assets under management which will then bechanneled to the local markets.

4.9 RISK FACTORS

The Offerors wish to highlight the following risk factors, which may affect the returns on investment in theCompany:

Political riskThough Pakistan has been one of the fastest growing economies in South Asia, internal political instabilityand volatile geo-political situation of regional environment can pose challenges for its economic growth,capital markets and foreign portfolio investments.

Mitigant: AHIML has in place stringent risk management measures to reduce any risk arising due to geopolitical conditions. The portfolio diversification, future expansion plans, introduction of innovativeproducts, and strong historical performance – irrespective of various economic phases – indicates soundperformance capability of the Company.

Interest rate riskInvestments in money market instruments are exposed to interest rate risk. Interest rate fluctuations mayaffect the yield on these instruments.

Mitigant: The Company’s fixed income fund managers are managing the interest rate risk of fixed rateinstruments, with a proactive asset allocation strategy.

Regulatory riskChanges in the regulatory environment may adversely affect the Company’s operations and/or profitability.Also, levy of capital gain tax may have a negative impact on the funds’ profitability.

Mitigant: The Company has in place strong internal financial and operational systems that monitor and pre-empt any violation of the regulatory parameters and to maintain standards of best practice.

Liquidity risk


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This risk arises if the Company fails to settle its obligations due to inadequate availability of liquid assets.Liquidity risk also entails less availability of shares volume in the secondary market when the investors areunable to sell the shares.

Mitigant: The Company has a current ratio of 2.3 as on December 31, 2007, which illustrates prudent riskmanagement policies and its ability to secure financing on favorable terms and to settle its obligationseffectively. Moreover, as the shares are proposed to be listed on the Karachi Stock Exchange (G) Limited, thelargest and most liquid stock market of the country, this risk is fairly mitigated.


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Inflation riskAn unexpected increase in inflation may lead to a decrease in the real return of the investors.

Mitigant: The expected inflation is not going to be a serious risk to the operations of the company.

Operational riskOperational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems,or from external events.

Mitigant: The Company has a defined structure that comprises of periodic review of procedures, systems,contingency plans, segregation of duties, internal control, and other sound operating practices that help theCompany to mitigate the operational risk.

Competition riskThe Company may be affected by increasing competition in the industry. The stiffening competition maylead to low market share and hence reduce growth in assets under management.

Mitigant: The Company has put in place long term strategic plan to sustain its growth. Key factors includeenhancement of sales force, geographical outreach, international distribution channels, exploitation of brandfranchise, and cross selling avenues with other group companies.

Risk of decrease in profit as a result of decrease in the size of NAV of the funds under managementAs the management fee is based on average NAV of the funds, the Company’s profits may decline with thedecreases in the size of NAV of the funds under management.

Mitigant: The Company has gathered a team of highly qualified professionals to manage the mutual funds.The team possesses the required market savvy, business acumen and expertise to manage funds diligently.The Company also has an in-house research department which conducts in-depth analysis and forecasts ondifferent sectors of the economy, enabling the fund managers to invest prudently.

Capital market riskThe Company will be listed at the Karachi Stock Exchange and the shareholders will be able to sell or buyshares only through the KSE. The share price movement of the Company will depend upon the behavior ofthe stock market and performance of the Company.

Mitigant: AHIML has a stable performance track record and earning stream. Further, the expansion of itsasset management business by market penetration and proposed regional expansion are likely to ensure thegrowth momentum of the Company, enabling it to create value for its stakeholders.

IT IS STATED THAT ALL MATERIAL RISK FACTORS WITH RESPECT TO THIS OFFERHAVE BEEN DISCLOSED AND NOTHING HAS BEEN CONCEALED.


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PART 5

5 FINANCIAL INFORMATION


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MANAGEMENT NOTE:

Subsequent to the audit of financial statements for the period ended December 31, 2007, the Companyhas issued 50% interim bonus shares for the financial year ended June 30, 2008, whereby the paid upcapital of the Company has increased to PKR 300,000,000 from PKR 200,000,000. The break up valueafter increase in the paid-up capital on the basis of financial statements for the period ended 31December 2007, will be as under:

(Rupees)Share capital 300,000,000

Unrealized gain on revaluation of investments 98,443,822


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Unappropriated profit 269,881,581

668,325,403

Number of ordinary shares 30,000,000Break-up value per share 22.27


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5.1 FINANCIAL YEAR

The financial year of the Company commences on the 1st day of July and ends on the 30th day of June ofeach year.


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PART 6

6 MANAGEMENT AND RELATED MATTERS

6.1 BOARD OF DIRECTORS OF THE COMPANY

Name & Address Designation Directorship in other companies

Mr. Salim Chamdia14 / 1, 2nd Gizri Street, Phase - IVD.H.A., Karachi.

Chairman

Arif Habib Bank LimitedPakarab Fertilizers Limited

Al Ameera Arif Habib LimitedEssa Textile & Commodity (Pvt.) Limited

Lucky Cotton Mills (Pvt.) LimitedNooriabad Spinning Mills (Pvt.) Limited

NCEL Building Management LimitedSun Textile Mills (Pvt.) Limited

Thatta Cement Company LimitedPakistan Private Equity Management Limited

Mr. Nasim BegF-16 / 6, Block - 4,Clifton, Karachi.

Chief Executive

Arif Habib Securities LimitedArif Habib Bank Limited

Pakarab Fertilizers LimitedReal Estate Modaraba Management Co. LimitedPakistan Private Equity Management Limited

Al-Abbas Cement Industries LimitedJavedan Cement Limited

Rotocast Engineering (Pvt.) LimitedWorldcall Telecom Limited

Mr. Sirajuddin CassimD-43, Block-9KDA Scheme No. 5Kehkashan Clifton, Karachi

Director

Arif Habib Securities LimitedPlatinum Securities (Pvt.) Limited

DRH Logistics Pakistan (Pvt.) LimitedSigma Leasing Corporation Limited

Mr. Akmal Jameel146-M, Block-2P.E.C.H.SKarachi.

Director

Pakistan Private Equity Management LimitedArif Habib Securities Limited

Rozgar Microfinance Bank LimitedReal Estate Modaraba Management Company

LimitedJ.J Media (Pvt.) Limited

Protect One (Pvt.) LimitedAisha Steel Mills Limited

Mr. Kashif Habib86/2, 10th Street, Khayaban-e-Sehar,Phase-V, D.H.A, Karachi

Director

Arif Habib Securities LimitedNooriabad Spinning Mills (Pvt.) Limited

Thatta Cement Company LimitedJavedan Cement Limited

Rotocast Engineering (Pvt.) Limited

Mr. Muhammad Shafi MalikHouse # 48, Street-1Sector F-6/3, Islamabad

Director Nil

Mr. Mirza Qamar Beg64/1, 25th StreetKhayaban-e-Badban,DHA, Phase-V, Karachi.

Director Nil


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6.2 PROFILES OF THE DIRECTORS

6.2.1 Mr. Salim ChamdiaMr. Chamdia is a Chartered Accountant by profession. He is a former Chairman of the Karachi StockExchange and was the founder Chairman of National Commodity Exchange Limited. During the last severalyears, he has actively contributed towards the modernization of the Karachi Stock Exchange.

6.2.2 Mr. Nasim BegA chartered accountant by profession, Mr. Nasim Beg is a seasoned professional and one of the leadingfigures in the asset management industry of Pakistan. He has been associated with the Group since 2000 andcurrently serving as Chief Executive Officer of Arif Habib Investment Management Limited. Mr. Beg hasbeen responsible for development and growth of the Group’s mutual fund business from conceptual stage.His successful management and leadership have enabled the business to achieve significant growth on asustained basis. Prior to joining the Arif Habib Group, Mr. Beg served National Investment Trust as itsDeputy Chief Executive.

6.2.3 Mr. Sirajuddin CassimMr. Sirajuddin Cassim is a former President of Karachi Stock Exchange and Central Depository Company.He is a fellow member of Institute of Chartered Accountants of Pakistan.

6.2.4 Mr. Akmal JameelMr. Akmal Jameel is a CFA charter holder and has earned his Masters degree from the London School ofEconomics. He is an Executive Director of Arif Habib Securities Limited and also the Chief Executive ofPakistan Private Equity Management Limited. He has extensive experience in Capital markets bothdomestically and internationally.

6.2.5 Mr. Muhammad KashifMr. Kashif has obtained a Bachelors of Commerce degree in 2004 and has also passed modules A, B, C & Dexams of the Institute of Chartered Accountants of Pakistan. In October 2004, he joined M/s. A. F.Fergusons, Chartered Accountants, for Articleship. He has three years experience as an intern and as a Non-Executive Director of Arif Habib Securities Ltd.

6.2.6 Mr. Mirza Qamar BegMr. Beg did his Masters from Punjab University and completed his post-graduation studies at CambridgeUniversity, UK and Harvard University, USA. He joined Civil Service of Pakistan (CSP) in 1968 and rose tothe highest rank of Secretary General of Pakistan. After retiring from the civil service, he served asPakistan’s Ambassador in Italy.

6.2.7 Mr. Muhammad Shafi MalikMr. Muhammad Shafi Malik holds a Masters degree in Public Administration from Harvard University anda Masters Degree in Economics from University of Punjab. He has done L.L.B, D.L.L and D.T.L withdistinction and gold medal in Mercantile Law & Labour Laws. He has diversified experience of serving withdistinction in public offices, corporations and institutions of national importance like C.B.R., and EOBI. Heserved as Chairman Employees Old Age Benefit (EOBI) for three years before his retirement in March 2005.Having valuable experience of management, legal consultancy, adjudication, audit and financialmanagement, he is capable of tendering advice on administrative, legal/corporate affairs, and strategicplanning.

6.2.8 Syed Ajaz Ahmed – Company SecretaryMr. Ajaz Ahmed has been associated with the Group since 2001 and is currently serving as Chief FinanceOfficer and Company Secretary of Arif Habib Investment Management Limited. He has over a decade ofwork experience in asset management, audit, and financial consulting. Mr. Ahmed is a Fellow of Institute ofCost and Management Accountants of Pakistan and also holds a degree in law.


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6.3 AUDIT COMMITTEE

For assurance of quality and compliance with International Standards, AHIML has self imposed an ongoingcompliance audit on a daily basis on the following:

NBFC Rules 2003, and NBFC Regulations 2007 Company's own Internal Policies and Processes An on-going audit of the daily NAV based pricing

The Audit Report is sent directly to the Trustee, at least once a month.

The audit committee consists of the following members:- Mr. Salim Chamdia- Mr. Muhammad Shafi Malik- Mr. Qamar Beg- Mr. Akmal Jameel

6.4 OVERDUE LOANS

There are no overdue loans (local or foreign currency) on the Company or its Directors.

6.5 NUMBER OF DIRECTORS

Pursuant to section 174(2) of the Ordinance, the number of directors of a listed company shall not be lessthan seven. At present, the Company’s board of directors consists of seven directors.

6.6 DIVIDEND RECORDS OF OTHER LISTED COMPANIES IN WHICH DIRECTORSHOLD DIRECTORSHIPS

Name of companies 2007 2006 2005 2004 2003Arif Habib Bank Limited* NA** NA NA NA NAAl-Abbas Cement Limited 60%R Nil Nil Nil Nil

Arif Habib Securities Limited 75%32.22%B

100%66.66%B

100%50%B

150%150%B

100%33.33%B

Javedan Cement Limited Nil 56.7% Nil Nil Nil

Pakistan Premier Fund 25%15%B 40% 15%

10%B12.5%25%B 12.5%B

Worldcall Telecom Limited Nil 15%B Nil Nil NilSigma Leasing CorporationLimited 16% 12%

20%R15%

25%R 13% -

* Arif Habib Bank Limited was formally listed in January 2008** NA – Not applicable

6.7 QUALIFICATION OF DIRECTORS

A director must be a member unless he is a person representing the Government or an institution orauthority that is a member, or is a whole time working director who is an employee of the Company, or aChief Executive or a person representing a creditor. In case of directors representing special interests holdingshares of the requisite value, no such share qualification shall be required provided intimation in writing asto such representation is lodged with the Company within two months of the appointment of suchdirectors.

6.8 ELECTION OF DIRECTORS

The directors shall comply with the provisions of sections 174 to 178, 180, and 184 of the Ordinance,relating to the election of directors and matters ancillary thereto. The present directors of the Companywere elected on 07 February, 2008, for a period of three years.


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6.9 REMUNERATION OF THE DIRECTORS

As per clause 68 of the Articles of Association of the Company, “the remuneration of the director forattending the meeting of the Board or any Committee of the Board shall from time to time be determinedby the Directors provided that neither the Chief Executive nor any other Director in whole timeremunerated service with the Company shall be entitled to any payment for attending meetings of theBoard. A director may also be paid all travelling, hotel and other expenses properly incurred by him inattending and returning from meeting of the Directors or any committee of Directors or General Meeting ofthe Company or in connection with the business of the Company”.

6.10 BENEFITS TO THE PROMOTERS AND OFFICERS DURING THE LAST TWO YEARS

No amount of benefit has been paid or given since inception or is intended to be paid or given to anypromoter or to any officer of the Company other than as remuneration for services rendered as whole-timeexecutives of the Company and such remuneration for services shall be borne by the Company.

6.11 INTEREST OF DIRECTORS

The directors may be deemed to be interested to the extent of fees payable to them for attending boardmeetings. The directors performing whole time service to the Company may also be deemed interested inthe remuneration payable to them by the Company. The directors may also be deemed to be interested in,to the extent of any shares held by each of them in the Company, the dividends to be declared by theCompany.

6.12 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY

None of the directors of the Company has or has had any interest in any property acquired by theCompany since inception or now proposed to be acquired.

6.13 VOTING RIGHTS

The rights and privileges, including voting rights, attached to the ordinary shares of the Company are equal.

6.14 POWERS OF DIRECTORS

The entire control and management of the Company is vested in the board of directors, who may exerciseall such powers that are, by the Ordinance or by the Company’s Articles of Association, required to beexercised by the Company in general meeting.

6.15 BORROWING POWERS

Subject to the provisions of section 196 of the Companies Ordinance, 1984, the directors may from time totime at their discretion borrow such sum or sums as they may think fit for the purpose of the Company,including from any banks or financial institutions and secure the payment or repayment of such sum orsums in such manner and upon such terms as the directors think fit.

6.16 INDEMNITY

Section 132 of the Company’s Articles of Association reads as follows:

“Every director or officer of the Company and every person employed by the Company as auditor shall beindemnified out of the funds of the Company against all liabilities incurred by him as such director, officeror auditor in defending any proceedings whether civil or criminal, in which judgment is given in his favor,or in which he is acquitted or in connection with any application under Section 488 of the Ordinance inwhich relief is granted to him by the court.”

6.17 INVESTMENT IN ASSOCIATED COMPANIES & FUNDS UNDER MANAGEMENT

The Company has not made any investment in any of associated companies nor has any resolution beenpassed for investment in associated companies under Section 208 of the Ordinance. The investments in fundsunder management as on December 31, 2007, are mentioned below:

Fund name Amount (PKR) Percentage


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Open-end fundPakistan Income Fund 1,006,848 0.17%Pakistan Stock Market Fund 800,204 0.14%MetroBank Pakistan Sovereign Fund 636,342 0.11%Pakistan International Element IslamicFund 126,143 0.02%Pakistan Capital Market Fund 15,656,775 2.72%Closed-end fundPakistan Capital Protected Fund – 1 28,860,000 5.01%Pakistan Premier Fund Limited 216,820,212 37.62%Pakistan Strategic Allocation Fund 128,555,700 22.30%Pension SchemePakistan Pension Fund 93,297,000 16.19%Pakistan Islamic Pension Fund 90,597,000 15.72%TOTAL 576,356,224

6.18 INVESTMENT IN SUBSIDIARY COMPANIES

The Company has not sponsored nor acquired any subsidiaries nor has any resolution been passed forsponsoring or acquiring any subsidiaries under section 208 of the Ordinance.


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PART 7

7 MISCELLANEOUS

7.1 REGISTERED OFFICE / HEAD OFFICE

2/1, R.Y. 16, Old Queens RoadKarachi - 74000.Phone: (021) 111 468 378Fax: (021) 247 0351Website:www.arifhabib.com.pk

7.2 BANKERS TO THE OFFER

Arif Habib Bank LimitedBank Alfalah LimitedBank Al Habib LimitedDeutsche Bank AGFaysal Bank LimitedHabib Bank LimitedHabib Metropolitan Bank LimitedJS Bank LimitedMCB Bank LimitedSoneri Bank Limited

7.3 AUDITORS OF THE COMPANY

M. Yousuf Adil Saleem & Co.Chartered AccountantsCavish Road, A-35, Block 7 & 8KCHSU, Shahra-e-Faisal,Karachi, Pakistan.Phone: (021) 111-55-2626Fax: (021) 454 1314

7.4 LEGAL ADVISOR TO THE COMPANY

Bawany & Partners404, 4th Floor, Beaumont PlazaBeaumont Road, Civil LinesKarachi – 74200Phone: (021) 5657658

7.5 LEGAL ADVISOR TO THE OFFER

Mohsin Tayebaly & Co.2nd floor, Dime Centre, BC-4, Block-9Kehkashan, Clifton, Karachi.Phone: (021) 537 5658Fax: (021) 587 0240Website: www.mtclaw.com.pk

7.6 COMPUTER BALLOTER & SHARE REGISTRAR

M/s. Noble Computer Services (Pvt.) Limited2nd Floor, Sohni Centre, BS 5 & 6, Main KarimabadBlock-4, Federal B. Area, Karachi.Phone: (021) 680 1880 – 82 & 680 2326Fax: (021) 680 1129Website: www.noble-computers.com


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7.7 CONSULTANT TO THE OFFER

Arif Habib Limited2/1, R. Y. 16,Pardesi House, Old Queens Road,Karachi.Tel: (021) 241 5213Fax: (021) 242 9653Website: www.arifhabibltd.com

7.8 MATERIAL CONTRACTS

7.8.1 Underwriting agreements:

S. No. Name of the underwriter No. of shares Amount (Rs.) Date1. Allied Bank Limited 2,000,000 250,000,000 17 May 20082. First Dawood Investment Bank

Limited 2,000,000 250,000,00017 May 2008

3. Habib Bank Limited 1,200,000 150,000,000 17 May 20084. AHM Securities (Pvt.) Limited 1,200,000 150,000,000 16 May 20085. Intermarket Securities (Pvt.) Limited 1,100,000 137,500,000 16 May 2008

TOTAL 7,500,000 937,500,000

7.8.2 Due diligence reports:

S. No. Name of the underwriter1. Allied Bank Limited2. First Dawood Investment Bank Limited3. Habib Bank Limited4. AHM Securities (Pvt.) Limited5. Intermarket Securities (Pvt.) Limited

7.8.3 Other contracts and agreements:

Long term loan:Institution Allied Bank LtdAmount PKR 200,000,000Tenor 5 years including a grace period of one yearSecurity Pledge of units of various mutual fundsExpiry September 30, 2008 (Annual review)Nature Demand Finance Facility

Current status

A long term financing facility amounting PKR 83 million obtained from bankwhich is subject to mark-up rate of 6 month’s KIBOR plus 1.5% per anum. Theprincipal amount of the loan is repayable in half yearly instalmentscommencing from December 2008. Mark up is payable on half yearly basis.The loan is secured against pledge over units of various mutual funds with 40%margin held and owned by the Company and its sponsors.

Lease facility:Institution Orix Leasing Pakistan LimitedAmount PKR 6,280,080Expiry August 2009Financing rate 9.1%

Current statusThis represents vehicle acquired under finance lease from a leasing company.Overdue rental are subject to additional charge at the rate of 0.1% per day. TheCompany intends to exercise its option to purchase the above asset upon


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completion of the lease.

Distribution contract:Institution Standard Chartered BankNature Distributor

Purpose Non-exclusive distributor of the units of mutual funds and related investmentplans managed by the Company

Institution Arif Habib Bank LimitedNature Distributor

Purpose Non-exclusive distributor of the units of mutual funds and related investmentplans managed by the Company

Institution American Life Insurance CompanyTenor IndefiniteNature Trailer Fee

Institution National Bank of FujairahNature Distributor in UAE

Purpose Non-exclusive distributor of the units of mutual funds and related investmentplans operated by the Company in UAE

Institution Bank AL Habib LimitedNature Distributor

Purpose Non-exclusive distributor of the units of mutual funds and related investmentplans operated by the Company

Institution Allied Bank LimitedNature Distributor

Purpose Non-exclusive distributor of the units of mutual funds and related investmentplans operated by the Company

Rental contract:Party A. Ghaffar IbrahimMonthly Rent PKR 25,000Security Deposit 150,000Effective Date 15th March 2008Tenor Eleven monthsNature Rent Agreement - Business Centre office

Party Mrs. Farah KhanMonthly Rent PKR 59,400Security Deposit 165,000Effective Date 01 July 2007Tenor Eleven monthsNature Rent Agreement - Lahore office

Party Ms. Aymen FarooqMonthly Rent PKR 16,104Security Deposit 8,000Effective Date 01 March 2008Tenor Twelve monthsNature Rent Agreement - Multan office


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7.9 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the Memorandum and Articles of Association, audited financial statements, material contracts, andauditors’ certificates referred to in this OFSD may be inspected during the usual business hours on anyworking day at the registered office of the Company from the date of publication of this OFSD until theclosing date of the subscription list.

7.10 LEGAL PROCEEDINGS

There are no legal proceedings pending against the Company and the Company has not initiated any legalproceedings against any party or person.

7.11 VENDORS

There are no vendors in terms of clause 12 of part 1 of the second schedule of the Companies Ordinance,1984.

7.12 MEMORANDUM OF ASSOCIATION

The Memorandum of Association, inert alia, contains the objects for which the Company was incorporatedand the business, which the Company is authorized to undertake. A copy of the Memorandum ofAssociation is annexed to this OFSD and with every issue of this OFSD except the one that is released innewspapers as advertisement.

7.13 CAPITALIZATION OF PROFITS

The Company has capitalized profits of PKR 250,000,000 by issue of bonus shares during the precedingyears.


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PART 8

8 APPLICATION AND TRANSFER INSTRUCTIONS

8.1 Eligible investors include Pakistani citizens resident in Pakistan, companies, bodies corporate andother legal entities incorporated or established in Pakistan (to the extent permitted by theirconstitutive documents and existing regulations as the case may be); provident / pension/gratuityfunds / trusts (subject to the terms of their trust deeds, and existing regulations) and branches inPakistan of companies and bodies corporate incorporated outside Pakistan.

8.2 Copies of this OFSD and applications forms can be obtained from members of the Karachi StockExchange, the bankers to the offer and their branches and the registered office of the Company.The offer document and the application form can also be downloaded from the following website:www.arifhabib.com.pk

8.3 APPLICATION MUST BE MADE ON THE OFFERER’S APPLICATION FORM OR ALEGIBLE COPY THEREOF.

8.4 Applicants opting for shares in scripless form are required to complete the relevant sections of theapplication. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCregulations credit of shares in book entry form is allowed ONLY in the applicant’s own CDCaccount. In case of discrepancy between the information provided in the application form and theinformation already held by the CDC, the Company reserves the right to issue shares in physicalform.

8.5 Names and addresses must be written in block letters, in English and should not be abbreviated.

8.6 (i) An attested copy of the computerized NIC (“CNIC”) should be enclosed and the CNICnumber indicated against the name of the applicant. Copies of CNIC can be attested byany Federal/Provincial Government gazetted officer, Councilor, Bank Manager, OathCommissioner, or Head Master of High School etc.

(ii) Original CNIC, along with one attested copy, must be produced for verification to thebranch at the time of presenting an application. The attested photocopy shall, afterverification, be retained by the bank branch along with the application

(iii) Only one application will be accepted against each account. In case of joint accounts, oneapplication will be accepted in the name of each of the joint account holders.

(iv) Joint applications by more than four persons shall not be accepted. In case of jointapplication, early party must sign the application form and submit copies of their attestedcomputerized National Identity Cards. The share certificates will be dispatched to theperson whose name appears first on the application form while in case of CDS shares, itwill be credited to the respective CDS account and where any amount is refundable, inwhole or in part, the same will be refunded by cheque by post, or through the bank whereapplication was lodged, to the person named first on the application form, without interestprofit or return.

(v) Applications by Companies etc.:

(a) Applications made by companies, corporate bodies, provident / pension / gratuityfunds / trusts and other legal entities must be accompanied by a copy of theirMemorandum and Articles of Association or equivalent constitutive document. Whereapplications are made by virtue of a Power of Attorney, the Power of Attorney mustbe attached to the Application Form. Copies of documents can be attested by anyFederal / Provincial Government gazette officer, Councilor, Bank Manager, OathCommissioner, or Head Master of High School etc.


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(b) Attested copies of the documents mentioned in this section must be produced alongwith originals for verification to the branch at the time of presenting an application.The attested copies shall, after verification, be retained by the bank branch along withthe application.

8.7 Subscription money must be paid by cheque drawn on the applicant’s own account or bankdraft / pay order payable to one of the bankers to the offer “A/C OFFER FOR SALE OFSHARES OF ARIF HABIB INVESTMENT MANAGEMENT LIMITED” and crossed “A/CPAYEE ONLY” and must be drawn on a bank in the same town as the bank through which theapplication has been made.

8.8 Applications are not to be made by minors or persons of unsound mind.

8.9 Applicants should ensure that the bank branch, on which their application is drawn, completes therelevant portion of the application form.

8.10 Applicants should retain the bottom portion of their application as provisional acknowledgment ofsubmission of their application. This may be made available at the time of submission of theapplication form, or may be collected later from the bank branch through which application wasmade. This should not be construed as acceptance of the application or a guarantee that theapplicant will be allocated the number of shares applied for.

8.11 No receipt will be issued for payment made with an application but an acknowledgement will beforwarded in due course by issuance of share certificate in whole or in part or by refund of themoney in case of unaccepted or unsuccessful applications. No interest or profit shall be payable inrespect of the refund amount.

8.12 It would be permissible for a Banker to the Offer to refund subscription money to the unsuccessfulapplicants having a bank account in that bank by crediting such account instead of through cheque,pay order or bank draft. Applicants should therefore not fail to give their bank account numbers.

8.13 The transfer of shares to successful applicants shall be made in accordance with the criteria disclosedin this OFSD subject to the rules of the Securities and Exchange Commission of Pakistan.

8.14 Making of any false statement in the application or willfully embodying incorrect informationtherein will make the applicant or the bank liable to legal action.

8.15 The basis and conditions of allotment to the general public shall be as follows:

(a) This offer is being made at a price of Rs. 125/- per share of par value of Rs. 10/- each. Theoffer price includes a premium of Rs. 115/- per share.

(b) Applications must be made for 500 shares or in multiples of 500 shares only. Applications,which are neither for 500 shares nor for multiples of 500 shares, shall be rejected.

(c) The minimum amount of application for subscription of 500 shares both in cases of physicaltransfer and transfer under book-entry system is Rs. 62,500/-. The transfer fee shall be borneby the Offerors.

(d) Application for shares below the value of Rs. 62,500/- will not be entertained.

(e) SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THANONE APPLICATIONS IN THE NAME OF SAME PERSON) IS PROHIBITED ANDSUCH APPLICATIONS’ MONEY SHALL BE LIABLE TO CONFISCATIONUNDER SECTION 18-A OF THE SECURITIES AND EXCHANGE ORDINANCE,


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1969.

(f) If the shares to be offered to the general public are sufficient for the purpose toaccommodate all the applications then, all applications shall be accommodated.

(g) If this offer is oversubscribed in terms of number of applications and amount, the shares willbe allotted by conducting computer balloting in the presence of representatives of the StockExchange in the following manner:

i. If all applications for 500 shares can be accommodated, then all such applications will beaccommodated first. If all applications for 500 shares cannot be accommodated, thenballoting will be held among the applications for 500 shares only.

ii. If all applications for 500 shares have been accommodated, and shares are still availablefor allocation, then all applications for 1,000 shares will be accommodated. If allapplications for 1,000 shares cannot be accommodated, then balloting will be held amongapplications for 1,000 shares only.

iii. If all applications for 500 shares and 1,000 shares have been accommodated, and sharesare still available for allocation, then all applications for 1,500 shares will beaccommodated. If all applications for 1,500 shares cannot be accommodated, thenballoting will be held among applications for 1,500 shares only.

iv. If all applications for 500, 1,000 and 1,500 shares have been accommodated, and sharesare still available for allotment, then all applications for 2,000 shares will beaccommodated. If all applications for 2,000 shares cannot be accommodated, thenballoting will be held among applications for 2,000 shares only.

v. After the allotment in the above mentioned manner, the balance shares, if any, will beallotted in the following manner:

1. If the remaining shares are sufficient to accommodate each application for over2,000 shares, then 2,000 shares will be allotted to each applicant and theremaining shares will be allotted on a pro-rata basis.

2. If the remaining shares are not sufficient to accommodate all remainingapplications for at least 2,000 shares, then balloting will be conducted forallocation of 2,000 shares to each successful applicant.

(h) If the offer is over subscribed in terms of amount only, then the allocation of shares will bemade in the following manner:

i. First preference will be given to applicants who applied for 500 shares;

ii. Next preference will be given to applicants who applied for 1,000 shares;

iii. Next preference will be given to applicants who applied for 1,500 shares;

iv. Next preference will be given to applicants who applied for 2,000 shares;

After allocation in the above manner, the balance shares, if any, will be allotted on pro-ratabasis to the applicants who applied for more than 2,000 shares.

(i) In case the offer is undersubscribed, all the applicants whose applications are accepted will beallotted shares applied for and the remaining shares will be taken up by the underwriters inproportion to their respective underwriting commitments.


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(j) In addition to the above, employees of the Company have been given preferential allocation of375,000 shares in the Offer for Sale of shares, to which they will subscribe on the publicsubscription days.

(k) Every permanent employee of the company is entitled to participate in the employee quota ofpublic offer.

(l) No advance will be given by the company to the employees to apply for subscription ofshares.

(m) The basis of allotment of shares out of the quota allocated to employees shall be the same asfor the general public

(n) In case the offer to the employees is undersubscribed, then the remaining shares will beallocated to the general public

(o) Incase both offer to the employees and to the general public is undersubscribed; all theremaining shares shall be taken up by the underwriters in proportion to their respectiveunderwriting commitments.

(p) Allocation of shares will be subject to the scrutiny of the applications.

8.16 Bankers to the Offer

Code No. Bank1) Arif Habib Bank Limited2) Bank Alfalah Limited3) Bank Al Habib Limited4) Deutsche Bank AG5) Faysal Bank Limited6) Habib Bank Limited7) Habib Metropolitan Bank Limited8) JS Bank Limited9) MCB Bank Limited10) Soneri Bank Limited

8.17 Code of occupation

Code No. Occupation Code No. Occupation01. Business 06. Professional02. Business Executive 07. Student03. Service 08. Agriculturist04. Housewife 09. Industrialist05. Household 10. Other


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PART 9

9 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT

Sd/-1. ________________________

Salim Chamdia

Sd/-2. ________________________

Nasim Beg

Signed by the above in the presence of witness:

Sd/-

________________________Ali Ahmed Khan2/1, R. Y. 16, Old Queens Road,Karachi.NIC #: 42301-0936465-3

Date: ____________Place: Karachi


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10 MEMORANDUM OF ASSOCIATION

THE COMPANIES ORDINANCE, 1984

MEMORANDUM OF ASSOCIATION

OF

ARIF HABIB INVESTMENT MANAGEMENT LIMITED

I. NAME

The name of the Company is "ARIF HABIB INVESTMENT MANAGEMENT LIMITED"

II. REGISTERED OFFICE

The Registered Office of the Company will be situated in the province of Sindh.

III. OBJECTS

The objects for which the Company is established are: -

1. Subject to and in accordance with all applicable laws, rules and regulations, and in particular theNon-Banking Finance Companies (Establishment and Regulation) Rules, 2003, (hereinafter referredto as "the Rules" which shall mean and include any amendments and/or substitutions thereof), tocarry on the business of asset management company for providing asset management services andthe business of investment adviser for providing investment advisory services and to constitute,float and manage open-ended schemes and closed-end schemes under trust deeds and issueredeemable securities, to act as investment adviser/fund manager to investment companies and togenerally carry on the business of unit trusts, mutual funds and pension funds, asset managementand fund management and to organize, promote, form, create, establish, support, manage, operateand administer unit trusts and mutual funds schemes of any type or character, and to act as themanagement company for open-end unit trusts and investment adviser/fund manager for closed-endmutual funds and pension schemes and to offer, issue, sell, hold, repurchase and accept thesurrenders of units and mutual fund certificates to the local and foreign private and public investors,including institutions, companies, agencies, statutory corporations, entities, government and semigovernment institutions and trusts.

2. Subject to and in accordance with the Rules and other applicable laws, rules and regulations, toundertake and carry on the business of investment finance company, and to provide investmentfinance services as outlined in Rule 14 of the Rules, including but not limited to Money MarketActivities, Capital Market Activities, Project Finance Activities, Corporate Finance Services, andother General Services and Activities as broadly categorized in Rule 14 of the Rules and anymodifications, substitutions and replacements thereof from time to time, including any ancillary orincidental services permissible under the Rules and any other laws, rules and regulations in forcefrom time to time.

3. Subject to and in accordance with the Rules and other applicable laws, rules and regulations, tocarry on and undertake the business of leasing and lease operations of all kind, including financialleases and operation leases; purchasing, selling, hiring or letting on rentals or hire all kinds of plant,machinery, equipment, vehicles, appliances, aircrafts, ships, consumer, commercial and industrial


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properties of every kind capable of being leased to the Company’s customers; to provide assistanceto customers for the acquisition thereof; to deal in all such movable and immovable properties forthe purpose of leasing and to provide leasing and advisory and counseling services; to carry on andundertake the business of hire purchase, purchasing, selling on hire purchase of all kinds of movableand immovable properties, within scope of the leasing policy of the Company to be determined bythe Board from time to time and to undertake all ancillary and incidental transactions, services andactivities within the parameters of the Rules and other applicable laws, rules and regulations.

4. Subject to and in accordance with the Rules and other applicable laws, rules and regulations, tocarry on the business of and to operate as a venture capital company and to make investments inventure projects, as defined in the Rules, including projects, which may be in the start-up phase ofbusiness or commercial operations or undergoing expansions or engaged in service, manufacturingor production activities based on new processes, services or technologies or located in remote underdeveloped areas, including wholly owned subsidiaries of the Company, through equity or otherinstruments, whether convertible into equity or not; to provide managerial and technical expertiseto venture projects; to act as management company for management of venture capital funds; toreceive or arrange funds for investments in venture projects through private placements ofpermissible securities; to prepare, submit and issue placement memorandums to the authorities andinvestors, and to generally invest in the capital of other companies and/or for the purchase or uponsecurity of shares stocks, debenture stocks, bonds, mortgages, obligations and securities of any kindsissued or guaranteed by companies, corporations, firms and/or federal, local or provincialgovernment, municipal or local authorities or bodies corporate whatsoever; to enter into fundmanagement agreements with them or any of them for the purposes of managing the funds andinvestments of the Company and generally to make investments in and/or to collaborate orparticipate under any financial, joint venture or other arrangements with all or any of the above.

5. Subject to and in accordance with the Rules and other applicable laws, rules and regulations, tocarry on the business of discount, acceptance and guarantee house by issue, purchase, sale, distributearrangement accept, co-accept, discount, rediscount, recourse discount, underwrite and guarantee ofsecurities. certificate of investments certificate of deposit, commercial paper, participation termcertificate, term finance certificate, bonds and bills of exchange, hundies, promissory notes,coupons, drafts, bills of lading, railway receipts, warrants, debentures, whether local or foreign orany financial instrument issued in and outside Pakistan by any government or any authority orbody corporate, entity corporation, association, persons, whether in public or private sector, bothin primary or secondary market or money market to purchase receivables and book debts tomanage cash and funds for others, to borrow with or without security in any currency from anysource, to negotiate loans and to act as primary dealer, market maker, agent and broker ingovernment debt instruments and other securities; to carry on the business of guarantee house byissuing guarantees on the security of assets of companies, entities, establishments whether in oroutside Pakistan desirous of obtaining guarantee in respect of their arrangements whether financialor otherwise to be furnished or extended in or outside Pakistan.

6. Subject to and in accordance with the Rules and other applicable laws, rules and regulations, tocarry on the business of providing housing finance services as permissible under the Rules and anyother applicable laws, rules and regulations and in this connection, to provide long-term finance forthe purpose of constructing, purchasing or making any additions, alterations of improvement to orin any property; to lease and rent on hire purchase basis buildings for residential and commercialpurposes; to establish and manage housing schemes or work as subsidiary or holding company or asjoint venture of construction business; to carry out surveys and valuations of lands and properties;to arrange for the insurance or charged property from the present approved insurance companies;to manage, mortgaged investments as agents; to manage public or private sector projects, in thehousing and urban development sectors; to make loans and advances for house building or non-residential properties to individuals, corporations, housing companies, including project financing;to provide financing against existing property by way of mortgage, provided that the same propertyshall not be accepted as security unless the facility extended is settled to raise funds, in addition toshare capital from commercial paper, any security and deposits of not less than thirty days maturity


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approved by the Commission; foreign debentures both short and long-term; issuance of redeemablecapital (participation term certificates or term finance certificates, etc.); lines of credit; re-discountfacilities; loans on mark-up to other NBFCs, providing housing finance services; making investmentin government securities, approved securities and such other approved modes as may be allowed tothe Company from time to time and generally to undertake fulfill and effectuate all ancillary andincidental transactions and activities relating to housing finance services.

7. Subject to and in accordance with the Rules and other applicable laws, rules and regulations, theCompany’s operating policies in relation to the Company’s asset management and investmentadvisory business, leasing business, business of investment finance company, venture capitalbusiness, discount business and housing finance business shall be in consonance with the prevailinglaws, rules and regulations and shall be subject to review and modifications from time to time bythe Directors periodically so as to keep the same in consonance with the changing investment andeconomic environment, market conditions and forces and the changes in the applicable laws, rulesand regulations.

8. To constitute trusts with a view to issue units, stocks, securities, certificates, or other documents,based on or representing any or all assets appropriated for the purposes of any such trust and tosettle and regulate any such trust and to issue, hold or dispose of any such units, stocks, securities,certificates or documents.

9. To appoint, remove, replace and remunerate custodians, trustees, advisers, registrars, transferagents, investment facilitators, distributors and distribution companies, selling agents, brokers,consultants, research analysts, fund managers, service providers, advisers and agents and to createand form trusts and agencies for appointment of trustees and custodians for investments and fundmanagement, inter alia the offer, issuance, sale, re-purchase, encashment and supervision of the unitsand mutual funds certificates and schemes and for the overall investment, motivation and

custody, management and deployment of the funds; to provide all necessary and requisitemanagement, supervision and administrative functions and back-up support thereof, in accordancewith the prevailing laws, rules and regulations in Pakistan, and to remunerate such trustees,custodians, advisers, fund managers, investment facilitators, distributors and distributioncompanies, registrars, transfer agents, service providers, advisers and agents at fixed remuneration oron the basis of percentages or otherwise and on such terms and conditions as the Directors maydeem fit, subject to the Rules and the conditions as may be laid down by the Securities & ExchangeCommission of Pakistan (hereinafter referred to as "the Commission").

10. To act as trustees, custodians, advisers, fund managers and agents for managing, operating,administering and supervising other open-end and closed-end unit trusts and mutual funds inaccordance with the directions and policies of the management companies covered under purviewof relevant sections of law and the constitutive documents for such remuneration or considerationsand on such terms and conditions as the Directors may deem appropriate.

11. Subject to the Rules and such other Acts, Ordinances, Schemes, Rules Regulations and Directionsas may from time to time be issued and be applicable to the Company or any other law for the timebeing in force to provide investment advisory services on a discretionary basis or otherwise withrespect to securities and investment instruments related to such securities and to provide or assist inproviding any professional, financial, investment, technical and managerial advise or assistance withrespect to securities and investment instruments.

12. To carry on the business as dealers of and to buy, sell, hold, acquire or invest the capital and fundsof the Company in securities and investments of every kind and description including but notlimited to shares, stocks, fixed income securities, modaraba certificates, musharika certificates,participation term certificates, term finance certificates, mutual fund certificates, units, certificates ofinvestments, commercial papers, debentures, debenture stocks, bonds, obligations or securitiesissued or guaranteed in Pakistan or abroad, by any company incorporated or registered in Pakistan


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or in any foreign country, by any Government or Public body or Authority, supreme, municipal,local or otherwise, both for short term as well as for long term gains and to realise such gains.

13. To act as dealers, brokers, traders, investors or agents for or in respect of any investments orsecurities whatsoever without carrying on the business of banking or insurance.

14. To purchase, subscribe for, borrow, acquire, hold, own, sell, exchange, assign, transfer, mortgage,pledge, hypothecate, guarantee, deal in and otherwise effect all transactions of every kind in respectof or in relation to all kinds of securities and investments.

15. To carry on business as dealers in foreign exchange and to buy, sell and deal in foreign exchangenotes and currencies, subject to approval of State Bank of Pakistan.

16. To render advisory, investigative, supervisory, managerial, investment and other services of everykind and description.

17. To invest or deal with the moneys of the Company not immediately required for its operations insuch manner as the Directors may think fit.

18. To purchase, re-purchase, issue, sell, distribute, arrange, accept, co-accept, discount, re-discount,underwrite, sub-underwrite and guarantee securities, shares, certificates of investments, certificatesof deposit, commercial papers, participation term certificates, term finance certificates, bonds, bills,letters of right, warrants, global depository receipts (GDRs) or any financial instrument issued inand outside Pakistan by any Government or any authority or body corporate, entity, corporation,association or person, whether in public or private sector both in primary and secondary marketsor money markets and to purchase receivables and book debts, to manage cash and funds for others,to borrow with or without security in currency from any source, to negotiate loans, to undertakeportfolio management, advisory and consultancy services and to act as a primary dealer, marketmaker, agent and broker in Government debt instruments and other securities.

19. To manage investment portfolios on behalf of companies, firms, trusts, governments, semi-governments institutions, statutory corporations, agencies, institutions, bodies corporate, entitiesand individuals and for this purpose to open and maintain investor's deposit accounts, makeadvances for purchase of shares, securities and investments to and on behalf of investors and accountholders, to engage in business of investing and re-investing in and the owning and holding of shares,securities and investments, to help in generally broadening the base of investments and encouraginginvestments in sound projects, to provide professional counseling, regarding investments and to actin any manner as a principal or agent in all matters relating to shares, securities and investments,without engaging in the business of banking, Modaraba, leasing, or an investment company.

20. To issue any securities which the Company has power to issue for any purpose by way of securityor indemnity or in satisfaction of any liability undertaken or agreed to be undertaken by theCompany.

21. To invest and deal with the monies and other assets of the Company not immediately required forthe purposes of the business of the Company in or upon such investments and in such manner asthe Board of Directors may from time to time think fit.

22. To procure the registration or incorporation of the Company in or under the laws of any territoryoutside Pakistan and for the offer, subscription, issuance, indemnity and listing of its shares, mutualfund certificates, units and securities in Pakistan as well as in any other country of the world,subject to the compliance with all applicable laws, rules and regulations in Pakistan as well as ofsuch foreign country.

23. To act as brokers for call money and foreign exchange of any or all scheduled banks and financialinstitutions both local and foreign, operating in Pakistan and to act as moneychangers and dealers of


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foreign exchange without engaging in banking business subject to approval of State Bank ofPakistan.

24. To underwrite, manage and distribute the issue of stocks, shares, bonds, debentures, debenturestocks, modaraba certificates, mutual fund certificates, units and other securities either directly orjointly with one or more of its constituent institutions or other investment or financial institutions.

25. To operate, conduct, accomplish and establish services for or relating to financial, consultancy,management services, trading and other activities including research programs, systems analysis,electronic data processing for industrial, trading and commercial activities.

26. To take part in the management, to manage and act as consultants and advisors to the business ofother shares and stock brokers on fees, commission or such other basis or to enter into partnershipjoint venture agreements on profit and loss sharing basis.

27. To acquire and secure membership, seat or privilege either in the name of the Company or itsnominee or nominees in and of any association, stock exchange, market, club or other institution inPakistan or any part of the world for furtherance of the business of the Company.

28. To act as Registrar of shares for companies or/and to provide corporate advisory, secretarial andother relevant services subject to prevailing policy of Securities and Exchange Commission ofPakistan.

29. To pre-qualify and register with the federal, provincial and local governments, statutory bodies,institutions and agencies for rendering and binding in respect of quotations and tenders for foreigncurrencies, certificates, securities and bonds as may be permissible under the law.

30. To publish for sale or otherwise business reports on the general economy and varioussector/industries, credit ratings for companies and individuals, stocks indices, stock market trendsand other such information.

31. To form, promote, subsidies and assist companies and partnerships, to promote and acquire anyconcern as a running business or otherwise purchase any part of the assets of any concern or anycompany or any interest or share thereof and to pay for the same, including its goodwill either incash/or by issue of shares or otherwise invest the monies of the Company for the said purposes.

32. To apply for and to obtain assistance (financial, technical or of any other type) from Governmentand other organisations, companies, firms or individuals, national or international, for developingall or any of the business or businesses of the Company.

33. To undertake management of investments or assets located in different parts of the world includingportfolios and other investment, contracts and as a special arrangement provide services as trusteesto manage inheritance and to act as custodians and agents.

34. To provide technical, economic, financial and administrative consultancy services and prepareinvestment and economic feasibility studies for projects intended to be established and undertake onbehalf of investors the identification of investment opportunities and evaluation of projects.

35. To acquire projects and/or participate in projects with others through funds and/or efforts or bothand to enter in the projects in the capacity of financial, joint venture holder, executor of supplycontracts, lessors of movable and immovable properties, and for properties for profit on account ofothers but not to act as a leasing company.

36. To act as trustee under any deeds constituting or securing any debenture stocks, bonds or othersecurities or obligations and to undertake and execute any other trusts, and also to undertake the


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office of or exercise the powers of executor, administrator, receiver, treasurers, custodians and trustcorporation.

37. To act as consultants and advisors to individuals, corporations, firms, trusts, financial institutions,government bodies and departments, semi-government institutions, statutory corporation, agencies,municipal corporations and other entities, in managing their funds and also to act as anintermediary in financial transactions and to receive fees, commissions, profits, or otherremunerations thereon. In acting as investment advisors, the Company will assist and advice itsclients in placing their funds for short, medium or long term periods and for this purpose mayoperate discretionary portfolio accounts on behalf of its clients.

38. To obtain or borrow money in local or in any foreign currency from any person or persons,corporations, companies, banks, financial and other entities for carrying on the business of theCompany including leverage holding on the Company's account or on account of the otherconstituents.

39. To build, construct, demolish, equip, renovate, alter, improve, work, develop, administer, manageor control buildings, structures or facilities of all kinds for the purposes of the Company.

40. To enter into joint ventures or partnership or into any agreements for sharing profits, union ofinterests, reciprocal concessions, amalgamation or co-operation with any person or persons orengage in any business or transaction which the Company is authorized to carry on or engage inany business, transaction capable of being conducted so as, directly or indirectly benefit theCompany and to take or subsidies or otherwise assist any such company, and to sell, hold, reissue,with or without guarantee or otherwise deal in such shares or securities and to form, constitute orpromote any other company or companies for the purpose of acquiring all or any of the property,rights and liabilities of the company and to form subsidiary companies.

41. To lend and advance money or give credit to such persons or companies and on such terms as mayseem expedient, and in particular to customers and others having dealings with the Company and toguarantee the performance of any contract or obligation and the payment of money of or by anypersons or companies and generally to give guarantees and indemnities.

42. To sell, lease, turn to account, or grant licences, easements and other rights over, and in any othermanner deal with or dispose of the undertaking, property, assets, rights, privileges and effects of theCompany or any part thereof for such consideration as the Board of Directors may determine.

43. To apply for, purchase or otherwise acquire and protect, prolong and renew whether in Pakistan orelsewhere, any patents, patent rights, brevet de’, inventions, trademarks, copyrights, licenses,protections, concessions and the like conferring any exclusive or non exclusive or limited right toany secret, or other information as to any invention, process or privilege which may seem capableof being used for any of the purposes of the Company or the acquisition of which may seemcalculated directly or indirectly to benefit the Company and to use, exercise, develop, manufactureunder or grant licences or privileges in respect of or otherwise turn to account the property rightsand information so acquired and to carry on any business in any way connected therewith.

44. To pay out of the funds of the Company all expenses, which the Company may lawfully pay withrespect to the formation and registration of the Company or the issue of its capital or the listing ofits shares on an exchange, including brokerage fees, listing fees, fees or taxes on the issue of shares,and commissions.

45. Subject to the provisions of the Companies Ordinance, 1984, to distribute among the members inspecie any property of the Company or any proceeds of the sale or disposal of any property of theCompany, in the event of winding-up.


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46. To remunerate the Directors, officials, and employees of the Company or any other person or firmor company rendering services to the Company, out of or in proportion to, the returns or profit ofthe Company/or otherwise as the Directors may think proper, either by cash payment or by theallotment to him or them of shares or securities of the Company credited as paid up in full or inpart or otherwise as may be thought expedient.

47. To establish and maintain or procure the establishment and maintenance of any contributory ornon-contributory pension or superannuating funds for the benefit of and to give or procure thegiving of donations, gratuities, pensions, allowances or emoluments to persons who are or were atany time in the employment or service of the Company, or of any company which is a subsidiaryof the Company or is allied or associated with the Company or with any such subsidiary companyor who are or were at any time Directors or Officers of the Company or of any such othercompany as aforesaid and the wives, widows, families and dependants of any such persons, and alsoestablish and subsidies and subscribe to any institutions, including in particular any cafeterias,canteens or clubs funds calculated to be for the benefit of or to advance the interests and well-beingof the Company or its employees as aforesaid and make payments to or towards the insurance ofany such person as aforesaid and do any of the matters aforesaid, either alone or in conjunctionwith any such other company as aforesaid.

48. To subscribe or contribute, support, promote, guarantee money for and/or otherwise assist or togrant money to charitable, benevolent, religious, scientific, national, public institution, objects orpurposes or for any useful object or for any purpose which may in the opinion of the Board ofDirectors directly or indirectly further the interests of the Company or of its members, employeesor Directors.

49. To establish, maintain or contribute to any scheme for encouraging or facilitating the holding ofshares or debentures in the Company by or for the benefit of its employees or former employees,or those of its subsidiary or holding company or of any other subsidiary of its holding company, orby or for the benefit of such other persons as may for the time being be permitted by law, or anyscheme for sharing profits with its employees or those of its subsidiary or associated companies, and(so far as for the time being permitted by law) to lend money to the Company's employees or totrustees for the Company's employees (other than Directors) with a view to enabling them toacquire shares in the Company or its holding company.

50. To create provident funds, gratuity funds, reserve funds, depreciation funds, sinking funds,insurance funds, or any other special funds conducive to the interest of the Company and itsDirectors, employees or members.

51. To enter into any arrangements for sharing profit, co-operation in joint ventures collaboration withany foreigner, individually or with any foreign company or corporation interested to carry on thelike business in Pakistan or abroad as contained in this Memorandum.

52. To enter into any agreement, contract or arrangement with any foreign or local party, company,corporation, organization having objects similar to the Company and to give effect to the same andto do and perform all acts, deeds and things in that behalf in Pakistan or outside Pakistan.

53. To accept investments on repatriable / non-repatriable terms from any person, institution, firm,company or corporation with the approval of competent authorities and to allot shares on suchinvestments on the terms and conditions as may be mutually agreed upon with representations onthe Board.

54. To enter into any arrangement or contract with any Government, including Provincial and anylocal or other authorities, municipal, or otherwise, statutory bodies, corporations, bankingcompanies, or other companies, which may seem, conducive to the Company's objects or any ofthem and to obtain from Government, authorities, corporations, statutory bodies, bankingcompanies, or other companies licences, permits, permissions, privileges, grants, concessions and


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leases which the Company may think fit and desirable and to utilise and enjoy such arrangements,contracts, licences, permits, permissions, concessions and leases, etc.

55. Subject to the prior written approval of the Commission, to amalgamate with any company orcompanies having objects altogether or in part similar to those of the Company.

56. To enter into any arrangements for sharing profits, amalgamation, union of interest, co-operation,joint ventures, reciprocal concessions or otherwise with any person, firm or company, institution,public body or Government or administration engaged in any business or transaction which theCompany is authorised to carry on or engage in or any business, undertaking, transaction whichmay seem capable of being carried on or conducted so as to directly or indirectly benefit thecompany, and to guarantee the contracts of or otherwise assist any such person, firm or companyand to place, take or otherwise acquire and hold shares, stocks, debentures, bonds and securities ofany such person, firm or company, and otherwise deal with the same without doing any investmentbusiness.

57. To distribute any of the properties of the Company amongst the members in specie or in kind butso that no distribution amounting to a reduction of capital be made except with the sanction (if any)of the time being required by law.

58. To pay all or any cost, charges and expenses preliminary and incidental to the promotion,formation, registration, and establishment of the Company.

59. To allow and pay underwriting and other commissions, broker's fees, remunerations, premiumsand charges to any person, firm or company for services rendered or to be rendered in introducingany proprietary rights, privileges or business to the Company or about the conduct of theCompany's business or placing or assisting to place or guaranteeing or procuring the subscription ofany shares, debentures, debenture-stocks or other securities, which brokerage, remunerations,commissions or charges may be paid either in cash or in debentures and shares of the Company.

60. To pay commission or to otherwise remunerate any company or firm or firms, person or persons(whether an officer of the Company or not) for services rendered in placing or assisting to place anyof the shares of the Company's capital or any debentures or other securities of the Company or fornegotiating any of the purchases or sales by the Company of any property for the purpose ofbusiness of the Company or for rendering any services of any kind whatsoever to the Company.

61. To capitalize such portion of the profits of the Company as are not distributed amongst themembers of the Company in the form of dividends and as the Directors of the Company may thinkfit and to issue bonus shares in favour of the members of the Company.

62. To establish and conduct agencies and branches in any part of the world for the purposes of theCompany.

63. To draw make, accept, endorse, discount, execute and issue promissory notes, hundies, bills ofexchange, bills of lading, warrants, debentures and any negotiable or transferable instrumentsconcerning the Company.

64. To open any current, overdraft, cash-credit account or fixed or term deposit account with anybanker or institution and to pay monies into and draw monies from any such accounts and toinvest and deal with the monies of the Company not immediately required in any investments, insuch manner as may from time to time seem expedient.

65. To borrow or secure for the business of the Company the payment of monies in such manner as theCompany shall think fit and in particular by the issue of debentures or debenture-stock perpetual orotherwise, PTCs, TFCs and other certificates, charged upon all or any of the Company's property(both present and future), and to purchase, redeem and pay off any such securities, without


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derogating from the generality of the foregoing, to obtain finances for the Company's businessunder supplier's credit, hire purchase, mark-up in price, participation in profit and loss, musharikaand/or modaraba and leasing arrangement(s). The Company shall have full powers through itsBoard of Directors for the time being to enter into appropriate arrangements with banks, financialinstitutions, leasing companies, modarabas, investment banks, etc. for all sorts of finances that maybe needed for achieving the objects or conducting the business of the Company, including but notlimited to financing by lending, trade related financing such as finances for short/medium/longterm on mark-up basis, finances for working capital, finances against packing credit, discountingof DA/DP outward bills (finances against foreign bills), running finance, cash finance, demandfinance, financing by Bai-Al-Muwajjal, financing by Bai-Salam, financing purchase of trade bills,financing by purchase of movable and immovable properties with buy-back agreements orotherwise, financing by leasing, financing by hire-purchase and financing for development ofproperties and investment modes of financing such as Musharika or profit and loss sharing, equityparticipation and purchase of shares, purchase of and sale or surrender of PTCs, TFCs, etc.Modaraba, rent sharing, etc. and all other types of finance, whether on the basis of mark-up, mark-down, services charges, annual rates of profit, profit & loss sharing, hire-purchase, leasing orotherwise on such securities as the Board may deem necessary and on such conditions and terms asmay be permissible by the law for the time being in force. The Company will however not indulgein the business of a banking or investment company, leasing company or a Modaraba company.

66. To sell, mortgage, charge, hypothecate, pledge, give on hire, rent or license or otherwise dispose ofand conversely to accept mortgages, charges, hypothecations, pledges, leases, hires and purchases ofand over all kinds of movable and immovable properties and assets, including lands, buildings,sheds, go-downs, warehouses, offices, plants, machineries, vehicles, goods, concessions, privileges,licenses, patents and industrial properties for such consideration as may be deemed feasible for theCompany and to sign, execute, register and deliver appropriate documents, charge forms, deeds,contracts, etc.

67. To guarantee the payment of money unsecured or secured by or payable under or in respect ofpromissory notes, bonds, debentures, debenture-stocks, contracts, mortgages, charges, obligations,instruments and securities of the Company or of any other company whether incorporated or notincorporated and generally to guarantee or become sureties for the performance of any contracts orobligations to stand as surety for payment/repayment of finances, loans, advances and otherindebtedness of third parties, including sister concerns and associations; to hypothecate, charge,and/or create liens or other encumbrances on the Company's movable and immovable properties infavour of financial institutions, banks creditors and other principals.

68. To appoint any persons or companies as agents of the Company and to grant powers of attorney toany person or company with further powers to sub-delegate the authorities except managingagencies.

69. To compromise or compound all actions, suits and other proceedings and differences or disputes toarbitration and adjust and settle all accounts and claims relating thereto.

70. To enter into arbitration agreements and to refer all disputes arising in connection with any right,liability or property of the Company or otherwise there from to arbitration whether in Pakistan orabroad.

71. To carry on any operations or activities whatsoever which can, in the opinion of the Company, beadvantageously or conveniently carried on by the Company by way of extension of, or inconnection with, any such business as aforesaid or is calculated directly or indirectly to develop anybranch of the Company's business or to increase the value of, or turn to account, any of theCompany's assets, properties or rights.


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72. To do all such lawful things as are incidental or conducive to the attainment of the above objects orany of them.

73. To do all or any of the above things and all such other things, as are incidental or as may be thoughtconducive to the attainment of the above objects or any of them in Pakistan or any other part ofthe world either as principals, agents, trustees, contractors or otherwise and either alone or inconjunction with others and either by or through agents, contractors, trustees or otherwise and todo all such things as are incidental or conducive to the attainment of the above objects, and each ofthe above objects shall be construed as an independent object.

74. And generally to do all and everything which may in any way be considered incidental orconducive to carrying into effect all or any of the objects of the Company and to carry out the saidobjects or any of them either on account of the Company alone or in co-operation with any othercompany, corporation, person or persons, firm or firms.

AND it is expressly declared that the several sub-clauses of this clause and all the powers thereof areto be cumulative and in no case is the generality of any one sub-clause to be narrowed or restrictedby any particularity of any other sub-clause nor is any general expression in any sub-clause to benarrowed or restricted by any particularity of expression in the same sub-clause or by theapplication of any rule of construction ejusdem generic or otherwise. Provided that the Companyshall not undertake any activity or transaction which is forbidden under the Rules or any otherlaws, rules and regulations for the time being in force.

75. This Memorandum of Association shall not be altered without the prior written approval of theSecurities and Exchange Commission of Pakistan.

IV. LIMITED LIABILITYThe liability of the members is limited.

V. CAPITALThe Authorized Capital of the Company is Rs. 300,000,000/- (Rupees three hundred million)divided into 30,000,000 (thirty million) shares of Rs. 10/- each. The Company shall have the powerto increase, reduce or re-organize the capital and divide shares in the capital for the time being intoseveral classes constituting ordinary and other classes and kinds of shares in accordance with theprovisions of the Companies Ordinance, 1984 and Companies Share Capital (Variation in Rights &Privileges) Rules, 2000, as may be amended or substituted from time to time, including power toissue and redeem preference shares of any class, on such terms and conditions, as the directors maydeem appropriate, subject to the approval of the members in general meetings. Without prejudice tothe foregoing, the share capital may comprise ordinary shares and other kinds and classes of shares,including preference shares, containing inter alia, such preferential, deferred, qualified or specialrights, privileges and limitations attached thereto ,and in particular, in relation to different ordisproportionate entitlements of dividends, right shares or bonus shares, sharing of profits andlosses, different or disproportionate voting rights and other special rights, privileges andentitlements for different or indefinite periods or for limited specified periods, with power to theCompany from time to time to vary, modify or abrogate such rights, entitlements, privileges orconditions and/or to increase or reduce the capital as may be approved by the members from timeto time.

We, the several persons whose names and addresses hereto subscribed are desirous of being formedinto aCompany in pursuance of this Memorandum of Association and we respectively agree to take thenumber of shares in the capital of the Company set opposite our respective names;


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Name andSurname in

full

Father’sName in

fullNationality Occupation Residential address in full Number

of Shares Signature

MuhammadArif Habib

Habib HajiShakoor

Pakistani Business 86/2,10th Sreet Khayaban-e-Sehar, Defence HousingAuthority, Karachi One Sd/-

Nasim Beg Safdar Beg Pakistani CharteredAccountant

F 61/6,Block 4,Clifton, Karachi One Sd/-

Amin Umer Haji Umer Pakistani BusinessExecutive

118/11, Phase V,Khayaban-e-Badar,Defence HousingAuthority, Karachi One Sd/-

AsadullahKhawaja

KhawajaAtaullah

Pakistani InvestmentBanker/FundManager

81/2, Phase VI, Khayaban-e-Bahria,Defence HousingAuthority, Karachi. One Sd/-

MuhammadYousuf

Ahmed Pakistani Service M.R. 3/42, Juma Building,Suleman Street, BombyBazar, Karachi One Sd/-

MuhammadRafiq Jangda

KassamSalman

Pakistani Service G.K-6/57, Apartment No.C-7,Taboot Lane, Kharadar,Karachi. One Sd/-

Abdus Samad Arif Habib Pakistani Service 86/2,10th Street,Khayaban-e-Sehar,Defence HousingAuthority, Karachi One Sd/-

Dated the 24th day of August 2000

Witness to the above signatures: Sd/-(Zafar Abdullah)

Occupation: Chartered Accountant Address: C/o Taseer Hadi Khalid &Co,

Nationality: Pakistani Chartered AccountantsSheikh Sultan Trust Building No.2Beaumont Road, Karachi.

Documents

ADVICE FOR INVESTORSinvest.pk/arifhabibinvest_ofsd.pdf · Habib Bank Limited Intermarket Securities (Pvt.) Limited. The date of publication of this Offer for Sale Document is 30th