Arif Habib Limited Preparing for Initial Public Offering Best Equity House, Pakistan 2016 Best Corporate Finance House of the Year (2015 & 2014)

How to Prepare for an Initial Public Offering Analyzing Performance and Preparing Forecasts The company’s finance managers should quantify and analyze historical performance and create a proper budgeting and future financial forecasts The forecasts should provide a comprehensive overview of future business plans, new projects, and their expected costs and returns The forecasts will be used to appropriately value the issuing entity as well as provide a basis for evaluating post-IPO performance Review and Implement Best Corporate Governance Practices The company should review corporate governance requirements applicable on a publicly listed company and prepare in advance The company should appoint required number of directors The company should form an audit committee and human resource and remuneration committee, which will track the company’s reporting standards and managerial compensation structure Appoint Experienced Advisors The company should appoint a highly experienced financial advisor and arranger, a book runner, an accounting firm, and a legal counsel The accounting firm will conduct a comprehensive audit that will provide the company’s financials to prospective investors The legal counsel will review and advice on compliance with all regulatory policies The financial advisor and arranger will advice on offering timeline, indicative valuation, and will handle and coordinate the execution process

How to Prepare for an Initial Public Offering Due Diligence by Financial Advisor and Arranger The financial advisor will perform necessary due diligence to understand and evaluate the company’s business, organization structure, historical performance, key performance drivers, future requirements, and financial forecasts The financial advisor shall work with the company to prepare realistic future assumptions and develop a financial model and information memorandum The financial advisor shall evaluate market conditions and valuation to advise an appropriate offering price The offering price should be attractive to the issuer, should cover their funding requirements, and should provide decent returns to future investors Handling Transactional Operations The financial advisor and arranger shall appoint and coordinate amongst the bankers to the issue, banker to the book building, share registrar, financial printer, and other agencies as required by the transaction process Regulatory Approvals The financial advisor shall assist the company in preparing the proper regulatory documentation required by the Pakistan Stock Exchange and Securities and Exchange Commission of Pakistan The financial advisor shall seek the necessary regulatory approvals by providing all required disclosures in the Prospectus and financial forecasts

How to Prepare for an Initial Public Offering Marketing and Placement The financial advisor shall analyze potential institutional investors, corporations, high-net worth individuals, and other investors to create a marketing and placement strategy The financial advisor and the company shall prepare an attractive offering story and create investor presentation The financial advisor shall arrange and organize road shows to market the offering; The road shows can be held various locations (domestic and international) as per the placement strategy They shall aim to solicit interest from investors and provide proper background to research analysts Book Building and General Subscription Upon receipt of regulatory approvals, the Book Runner shall organize the Book Building process in which up to 75% of the issue size can be allocated to institutional investors, corporations, and high-net worth individuals via a Dutch Auction Method The financial advisor and arranger shall appoint underwriters to handle the general subscription process for at least 25% of the issue size Post-IPO Formalities Post completion of the offering, the financial advisor and arranger shall process all applications and shall coordinate between the bankers to the issue, registrar, and printer to ensure timely disbursement of funds to the company and shares to the investors

Equity Offerings During CY 2016 There were three public equity offerings to date during CY 2016 which include the following: IPO of Hi-Tech Lubricants Limited – January 2016 IPO of TPL Properties Limited – June 2016 IPO of Loads Limited – September 2016 Collectively, the equity offerings raised PKR 4.2 billion Arif Habib Limited acted as Lead Advisor, Arranger and Book Runner in all of the above transactions

Lead Manger & Book Runner IPO of Loads Limited LOADS LIMITED Initial Public Offer PKR 1,700 million (4.1x oversubscribed) Lead Manger & Book Runner September 2016 Offering Highlights Loads Limited raised PKR 1,700 million as part of expansion and modernization of its manufacturing facilities Offered of 50 million ordinary shares, representing 40% of post-IPO paid-up capital The offer generated PKR 4,200 billion of overall demand at the Floor Price of PKR 15 per share, resulting in price discovery of PKR 34 per share at a premium of 127% to the Floor Price and oversubscription of 4.1x Attracted a total of 497 Institutional and High Net worth investors, out of which 283 investors were allotted shares Transaction Highlights Offer structure Initial Public Offering of Ordinary Shares 71.25% through Book Building 28.75% through General Public Subscription Floor Price PKR 15.00 per share at P/E multiple of 6.4x Strike Price PKR 34.00 per share at P/E multiple of 14.5x Premium 127% (Strike Price over Floor Price) Total Demand Generated PKR 4,200 million, oversubscribed by 4.1x Total Proceeds PKR 1,700 million Market Cap at IPO PKR 4,250 million Current Market Cap PKR 7,070 million* *As on November 16, 2016

HI-TECH LUBRICANTS LIMITED Lead Manger & Book Runner IPO of Hi-Tech Lubricants Limited HI-TECH LUBRICANTS LIMITED Initial Public Offer PKR 1,813 million (2.9x oversubscribed) Lead Manger & Book Runner January 2016 Offering Highlights Hi-Tech Lubricants Limited raised PKR 1,813 million for forward and backward integration. The proceeds were utilised for launching various retail outlets across Pakistan and installation of additional filling lines at the blending plant of its subsidiary HTL has generated extra sales of 1.5bn in revenue due to an expansion The net profit due to this expansion has increased to 518 million, up by 196 million in absolute terms The offer PKR 3,070 million demand at the Floor of PKR 37 per share, resulting in price discovery of PKR 62.5 per share at a 69% premium to the Floor Price and oversubscription of 2.9x Transaction Highlights Offer structure Initial Public Offering of Ordinary Shares 75% through Book Building 25% through General Public Subscription Floor Price PKR 37.00 per share Strike Price PKR 62.50 per share Premium 69% (Strike Price over Floor Price) Total Demand Generated PKR 3,070 million, oversubscribed by 2.9x Total Proceeds PKR 1,813 million Market Cap at IPO PKR 7,250 million Current Market Cap PKR 12,289 million* *As on November 16, 2016