Arif Habib Limited — M&A Activity 2023

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Public Announcement of Intention to acquire 77.42% shares (165,700,304 shares) and control of Shell Pakistan Limited (the “Target Company”)

By

WAFI Energy LLC (the “Acquirer”)

under Securities Act, 2015

And

Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017

Admonishment: Please note that the public announcement of intention to acquire voting shares/control of Shell Pakistan Limited is subject to obtaining the requisite regulatory approvals, including clearance of fit and proper criteria from any regulatory authority, if applicable. The public announcement of intention may be withdrawn, if requisite approvals are not granted by the concerned regulatory authority(ies)

Part A

Brief description of the intended acquisition

Part B

1) Information about the Acquirer(s)

(a) Name(s) and address(s) of Acquirer(s) along with persons acting in concert, if any.

Acquirer

Persons acting in concert

N/A

~~M~~ R

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(b) Name(s) of ultimate Acquirer(s) or the ultimate controlling shareholder

Asyad Holding Company

(c) Name(s) and address(s) of manager to the offer of the Acquirer(s)

(d) Principal areas of business of the Acquirer(s) and relevant experience

WAFI Energy LLC is fast growing retail gas station network and sole licensee of Shell Retail Network (Gas Stations) in the Kingdom of Saudi Arabia

(e) In case the Acquirer(s) is a company(s):

(i) Name of Chief Executive and Directors of the Company:

(ii) Names of substantial shareholders of the Company:

(iii) Date of incorporation:

September 17, 2012

(iv) Jurisdiction of incorporation:

Kingdom of Saudi Arabia

• (v) Authorized and Paid up capital:

3 million Saudi Riyal

• (f) Detail of companies, where the intended Acquirer(s) hold more than thirty percent voting shares MR

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None

(g) Information about ultimate beneficial owner of the intended Acquirer(s)

(i) Name of the company, registration number, country of incorporation and address

(ii) Details of Companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than 30% voting shares

The details on group holdings are available at

- https://asyadgroup.com/direct investments/

(h) Details of any existing holding of voting rights in the Target company

• i) Which the acquirer owns or over which it has control or direction NIL

• ii) Which is owned or controlled or directed by any person acting in concert with the acquirer NIL

• iii) In respect of which the acquirer or any person acting in concert with him has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in concert with him holds an option to purchase or warrants or other convertible securities.

NIL

All conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of its subject

None

Part C

2) Information about the Target company

MR

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(a) Name of the Target company, its directors and major shareholders

Name:

Shell Pakistan Limited

Directors

Major shareholders:

(b) Total number of issued shares of the Target

214,024,662 Ordinary Share of PKR 10/- each.

(c) Date of listing and offer price at the time of initial public offering

Date of IPO: Not Available

Offer Price: Not Available

(d) Opening price at securities exchange at time of listing

Not Available

(e) Share price quoted on the securities exchange one day before the public announcement of intention

PKR 156.60 per share

• Share price at the close of market hours on October 30, 2023

MR

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(f) The weighted average share price as quoted on the securities exchange during twenty eight days (28) days preceding the date of public announcement of intention

PKR 155.11 per share

** Volume weighted average Share price of Shell Pakistan Limited for the period from October 3, 2023 to October 30, 2023 (Source: Bloomberg)

(g) Financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts:

Any questions in regard to this announcement can be directed to:

Manager to the Offer:

Best Regards,

For and on behalf of WAFI Energy LLC

Mansoor Rana

Mansoor Rana CEO

Dated: October 30, 2023

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