1. By Rahat Aziz SA Associates Corporate Consultants & Trainers

2. Background Concepts Links Companies Ordinance 1984 Security Exchange Ordinance 1969

3. Criteria Appendix 2 Procedure Reg. 1-15 Documents Appendix 1 The Companies (Issue of Capital) Rules 1996 Appendix 3. Book Building Appendix 4. CCG Reg. 35 De-Listing Reg. 30-31

4. IN CASE OF COMPANIES A Company should be a Public Company. Minimum paid up Capital is 200 (m). Not less than 500 Applications.

5. PUBLIC ALLOCATION Minimum Paid-up Capital Rs.500 Million (50%) More than Rs.500 Million Example: Capital is 700M, then: Rs.250M or 25%=175M 250 m can be offered 250m or 25% of Capital (whichever is higher) 250 is higher Capital is 1200M, then: Rs.250M or 25%=300M 300 is higher Rahat Aziz KTBA Workshop – 23 Jan 2014 SA Associates

6. IN CASE OF MODARBA: 30% to sponsors, associates, friends and associated undertaking 70% to General public. Where 25% shares allocated sponsor etc, shares shall not be salable for a period of 6 months from the date of public subscription. Running company: Shares do not qualify, if its equity is eroded by 40% or more.

7. APPENDIX -1 Copy of the certificate of incorporation. Copy of the conversion certificate of commencement of business. Copy of Feasibility Report, in case of a new project. Auditor’s Certificates under section 53 read with clause 28(1) of section 2 of Part-1 of the second schedule to the Companies Ordinance, 1984. The certificate shall also state Earning Per Share of the company for the last 5 years or for a shorter period if 5 years of the commencement of business are not completed. No Objection Certificates from the Underwriter(s) to the Issue/Offer, if any, on Form 4. Copies of all material contracts and agreements relating to the public issue/offer of shares and project, if any. Copy of consent letters from bankers to the issue/offer.

8. APPENDIX 4 BRIEF ABOUT BOOK-BUILDING Book-Building is a process used by companies raising capital through Public Offerings. It is the practical mechanism for the quick and efficient management of public offerings. In general, it is an innovative method of marketing securities involving price determination and quantum of securities on the basis of the demand from the prospective shareholders. Rahat Aziz KTBA Workshop – 23 Jan 2014 SA Associates

9. SECP guidelines defines Book-Building as “a mechanism of price determination through which indication of interest for investment in the shares offered by an issuer/offeror is collected from Institutional Investors and HNWI and a book is built which gives a picture of demand for the shares at different price levels. The strike price is determined based on the price at which demand for the share at the end of book building period is sufficient to raise the minimum capital required”.

10. TOTAL PUBLIC ISSUE (i.e., net offer to the public) BOOK BUILDING METHOD not more than 75% of the total offer shall be allocated to institutional investors and HNWI FIXED PRICE METHOD not less than 25% of the total offer shall be allocated to the general public

11. A public limited company or a body corporate which intends to issue shares to the general public under Section 57 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of its shares or an Offeror who intends to offer shares under Section 62 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of such shares, where applicable, and is in compliance with Listing Regulations of the stock exchange, is eligible to issue/offer its shares through Book Building process subject to the following conditions not more than 75% of the total offer shall be allocated for offer through book building process to institutional investors and HNWI; and not less than 25% of the total offer shall be allocated for offer to the general public.

12. Features Fixed Price Process Book-Building Process Pricing Price at which the securities are offered is known in advance to the investors. Price at which the securities are offered is not known in advance to the investors. Investors decide the price through tender method. Demand Demand for the securities is not known until the close of the issue. Demand for the securities offered can be known every day as the book is built. Payment 100% advance payment is required to be made by the investors at the time of application. Margin for bidding placed by : HNWIs ---------- Up to 100% of application money money Institutions ------ not less than 25% of application money application money Successful bidders shall deposit the balance amount within seven working days of the close of bidding period.

13. Appoint Lead Manager & Book Runner  Submit Preliminary Prospectus to KSE & SECP for approval  Circulate approved Preliminary Prospectus to Institutional Investors & HNWIs  Publish advertisements & Conduct Awareness Campaign Open Escrow Account for the collection of Bid’s amount  Ask for Bids on Price & Quantity of Securities  Maintain an Order Book  Determine the Strike Price in Consultation with the Issuer  Firm up Underwriting Commitments Cont…

14.  Intimate Successful Bidders & make Provisional Allotment  Collect the balance amount form successful Institutional Bidders  Make Final Allotment of Securities  Publish Final Prospectus containing the Offer Price  Offer to General Public for subscription of securities  Completion of Formalities  Securities Issued & Listed on the Exchange  Commencement of Trading

15. Regulation 16-19Dividends. Regulation 20 & 21Meetings. Regulation 32 & 34Fee. Regulation 36Compliance with these regulations.

16. Regulation:22-24 Regulation:25-29

17. 30A Buy Backing Price 30B Conditions 30C Procedure 30D Time Frame

19. The Financial Reporting Council (FRC) 1990 The Greenbury Committee The Combined Code on Corporate Governance Code of Best Practice of the Cadbury Committee 1992 1995 Report of the Hampel Committe e 1998 2003 200 8

20. 1996 Sarbanes–Oxley Act 2002 Report of the NACD blue ribbon commission on director professionalism

21. 2002 Code of Corporate Governance-SECP 2012 Code of Corporate Governance-SECP

22. BOD STRUCTURE BOD COMMITTEE S BOD RESPONSIBILI TIES, POWER, FUNCTION REPORTING FRAMEWOR K OTHER ROLES I, II, III XXIV, XXV, XXVII, XXVIII, XXIX, XXX IV, V, IX, XI, XIV, XV, XVII (a), XL, XLI, XLII X, XVI, XVII(b), XVIII, XIX, XX, XXI, XXII, XIXII VI, VII, VIII, XII, XIII, XIV, XXXI, XXXII, XXXIII, XXXIV, XXXV, XXXVI, XXXVII, XXXVIII, XXXIX 3 : 7%6 : 14%10 : 24%9 : 19%15 : 36%

23. CODE STRUCTURE: Board Composition(Br.Cp.) Board Responsibilities, Powers & function(Br.R.P.F) Board Meeting (Br. M) Board Related Management(Br.R.M) Board Committees(Br.Cm) Corporate Compliance & financial reporting frame work(Cr.Com & Fin.Rep.FW)

24. At-least One Independent Preferably 1/3 of BOD Executivenot more than 1/3 of elected Dr. Non-Executive-Remaining Br. Cp.

25. Fiduciary Duty Professional standard & Corporate value. Vision/Mission Statement Significant Policies Sound Internal Control System Decision on Material Transaction Br. R.P.F

26. Seven Days Notice Dissenting note Decision on Significant issues Related party transactions Br. M

27. Chairman Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit Br. R.M

28. Audit Committee – its composition H.R. & Remuneration Committee – its composition Term of Reference Br. Cm.

29. Director Report Directors Remuneration Frequency of Fin. Rep. External Auditor Compliance with CG Cr. Com & Fin. Rep. F.W

30. 30

31. 31 CHAIRMAN OF BOARD AUDIT COMMITTEE HUMAN RESOURCE AND REMUNERATION COMMITTEE (HR&R) CHIEF EXECUTIVE OFFICER (CEO) BOARD OF DIRECTORS

32. COMPANY INFORMATION Annual Report 2011 32

33. 33 BOARD OF DIRECTORS Mazhar Karim ChairmanNon-Executive Director Ahsan M. Saleem Chief Executive & Managing Director Mohammad Anwar Non-Executive Director Muhammad Abdul Aleem Non-Executive Director (Independent) Nasir Shafi Non-Executive Director S.M. Ehtishamullah Non-Executive Director Syed Zahid Hussain Non-Executive Director (Independent) Zahid Bashir Non-Executive Director AUDIT COMMITTEE Muhammad Abdul AleemChairmanNon-Executive Director (Independent) Nasir ShafiMemberNon-Executive Director S.M. EhtishamullahMemberNon-Executive Director 08 – Directors 01 – Executive Director(CEO) 02 – Independent Directors 05 – Non-Executive Directors (including Chairman of Board) 08 – Directors 01 – Executive Director(CEO) 02 – Independent Directors 05 – Non-Executive Directors (including Chairman of Board) 03 – Members. 01 – Independent Directors (as Chairman) 02 – Non-Executive Directors 03 – Members. 01 – Independent Directors (as Chairman) 02 – Non-Executive Directors

34. 34 HUMAN RESOURCE COMMITTEE Ahsan M. Saleem ChairmanChief Executive & Managing Director Nasir ShafiMemberNon-Executive Director 02 – Members. 01 – Executive Directors (as Chairman) 01 – Non-Executive Directors 02 – Members. 01 – Executive Directors (as Chairman) 01 – Non-Executive Directors Must have 3 members at least and the Chairman should be a non- executive or independent director

35. COMPANY INFORMATION Annual Report 2011 35

36. 36 BOARD OF DIRECTORS Mr. Adil Matcheswala ChairmanNon-Executive Director (Independent) Mr. Shahid Hameed Vice ChairmanNon-Executive Director Mr. Kashif Shafi Khan Non-Executive Director (Independent) Mr. Naief Abdullatif S A Mohammad Non-Executive Director Mr. Aslam Khaliq Non-Executive Director (Independent) Syed Nadir Shah Non-Executive Director (Independent) Mr. Ahsen Ahmed Non-Executive Director (Independent) Mr. Muhammad Kamran Nasir Chief Executive Officer AUDIT COMMITTEE Mr. Adil Matcheswala ChairmanNon-Executive Director (Independent) Mr. Shahid Hameed MemberNon-Executive Director (Independent) Mr. Ahsen Ahmed MemberNon-Executive Director (Independent) 08 – Directors 01 – Executive Director(CEO) 02 – Non-Executive 05 – Non-Executive(Independent) Directors (including Chairman) 08 – Directors 01 – Executive Director(CEO) 02 – Non-Executive 05 – Non-Executive(Independent) Directors (including Chairman) 03 – Members. 03 – Non-Executive (Independent) Directors (including Chairman) 03 – Members. 03 – Non-Executive (Independent) Directors (including Chairman)

37. 37 COMPENSATION COMMITTEE Mr. Aslam Khaliq Chairman Non-Executive Director (Independent) Mr. Mohd Kamran NasirMemberChief Executive Officer Mr. Shahid Hameed MemberNon-Executive Director (Independent) 03 – Members. 01 – Executive Directors 02 – Non-Executive (independent) Directors (including Chairman) 03 – Members. 01 – Executive Directors 02 – Non-Executive (independent) Directors (including Chairman)

38. THANK YOU