Arif Habib Limited

Tuesday, 26[th ] December 2023 11:00 a.m.

Index

S. No.	Description	Page No.
1.	Notice of Extra Ordinary General Meeting	02
2.	Statement under section 134(3) of the Companies Act, 2017	07
3.	Statement under section 281 of the Companies Act, 2017	09
4.	Scheme of Arrangement dated November 17, 2023	12
5.	Swap Computation Letter dated November 15, 2023	39
6.	Ballot Paper	54
7.	Proxy Form	56

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that pursuant to the Order of the High Court of Sindh at Karachi dated November 23, 2023, passed in Civil Miscellaneous Application No. 2559 of 2023, in Petition bearing J. C. M. No. 31 of 2023, an Extraordinary General Meeting (“ EOGM ”) of Arif Habib Limited (the “ Company ”) will be held on Tuesday, December 26, 2023 at 11:00 a.m. at PSX Auditorium, Stock Exchange Building, Stock Exchange Road, Karachi, including through video link facility, to transact the following business:

A - Special Business

Pursuant to the Order of the High Court of Sindh at Karachi dated November 23, 2023, passed in Civil Miscellaneous Application No. 2559 of 2023, in Petition bearing J. C. M. No. 31 of 2023, to consider and, if thought fit, to pass, with or without modification, the following resolution for, inter alia , a corporate restructuring / reorganization of the Company and its holding / parent Company, Arif Habib Corporation Limited (“ AHCL ”), involving the bifurcation / separation of the Company into two segments / undertakings, i.e. the Demerged Undertaking and the Retained Undertaking, and merger, by way of amalgamation, of the Demerged Undertaking with and into AHCL, along with ancillary matters thereto, in accordance with the Scheme of Arrangement dated November 17, 2023, as approved by the Board of Directors of the Company on November 17, 2023.

The resolution to be passed by the requisite majority of members of the Company under Sections 279 and 282 of the Companies Act, 2017 is as under:

“ RESOLVED THAT the Scheme of Arrangement dated November 17, 2023, prepared under the provisions of Sections 279 to 283 and 285 of the Companies Act, 2017, for, inter alia, the bifurcation / separation of Arif Habib Limited into two segments / undertakings i.e. the Demerged Undertaking and the Retained Undertaking, and merger, by way of amalgamation, of the Demerged Undertaking with and into Arif Habib Corporation Limited, along with all ancillary and incidental matters thereto, placed before the meeting for consideration and approval, be and is hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the High Court of Sindh at Karachi, subject to sanction by the Honorable High Court of Sindh at Karachi, in terms of the provisions of the Companies Act, 2017.”

B - Any Other Business

To consider any other business with the permission of the Chair.

Copies of the (a) Statement of Material Facts under Section 134(3) of the Companies Act, 2017 concerning the Special Business; (b) Statement under Section 281 of the Companies Act, 2017; (c) Scheme of Arrangement; and (d) Swap Computation Letter dated November 15, 2023 issued by Yousuf Adil, Chartered Accountants, are being circulated to the members along with this notice of the EOGM.

By order of the Board

Karachi: December 5, 2023

Muhammad Taha Siddiqui Company Secretary

Notes:

1. The share transfer books of the Company will remain closed from December 18, 2023 to December 26, 2023 (both days inclusive). Transfers received in order at the office of the Company’s share registrar: CDC Share Registrar Services Limited, CDC House, 99-B, Block-B, S.M.C.H.S, Main Shahrah-e-Faisal, Karachi [the Company’s Share Registrar (CDCSRSL)], by the close of business on Friday, December 15, 2023 will be treated in time for the determination of entitlement of shareholders to attend and vote at the EOGM.

2. A member of the Company entitled to attend and vote at the EOGM may appoint another member as his / her proxy who shall have such rights as respects attending, speaking and voting at the EOGM as are available to a member.

3. Procedure including the guidelines as laid down in Circular No. I- Reference No. 3(5-A) Misc/ARO/LES/96 dated January 26, 2000 issued by Securities & Exchange Commission of Pakistan:

i. Members, proxies or nominees shall authenticate their identity by showing their original national identity card or original passport and bring their folio numbers at the time of attending the EOGM.
ii. In the case of a corporate entity, the Board of Directors’ resolution / power of attorney and attested copy of the CNIC or passport of the nominee shall also be produced (unless provided earlier) at the time of meeting.
iii. In order to be effective, the proxy forms must be received at the office of the Company’s Share Registrar (CDCSRSL) not later than 48 hours before the meeting, duly signed and stamped and witnessed by two persons with their names, address, CNIC numbers and signatures.
iv. In the case of individuals, attested copies of CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form.
v. In the case of proxy by a corporate entity, the Board of Directors resolution/power of attorney and attested copy of the CNIC or passport of the proxy shall be submitted along with proxy form.

4. Online Participation in the Extraordinary General Meeting

In order to maximize the member’s participation, the Company is convening this EOGM via video link in addition to holding physical meeting with the members. Accordingly, those members and permitted participants who desire online participation in the EOGM are requested to register themselves by sending an email along with following particulars and valid copy of both sides of their CNIC at [email protected] with subject of ‘Registration for AHL EOGM 2023’ not less than 48 hours before the time of the meeting:

Name of Member	CNIC No.	Folio No. / CDC Account No.	Cell No.	Email Address

Video Link to join the EOGM will be shared with only those members whose email, containing all the required and correct particulars, are timely received at [email protected]. The members can also provide their comments and questions for the agenda items of the EOGM on this email address and WhatsApp Number 0321-8210503.

5. Provision of Video Link Facility:

If the Company receives a demand (at least 7 days before the date of meeting) from shareholder(s) holding an aggregate 10% or more shareholding residing in any other city, to participate in the EOGM through video link, the Company will arrange video link facility in that city (subject to availability thereof in such city).

Members, who wish to participate through video-link facility, are requested to fill in Video Link Facility Form available at Company’s website and send a duly signed copy to the Registered Address of the Company. It may be noted that no person other than the member or proxy holder can attend the meeting through video link facility.

6. Vote Casting In-Person or Through Proxy

Polling booth will be established at the place of physical gathering of the EOGM for voting.

7. E-Voting / Postal Ballot

Members are hereby notified that pursuant to the Companies (Postal Ballot) Regulations, 2018, read with Sections 143-144 of the Companies Act, 2017, and SRO 2192(1)/2022 dated December 5, 2022, members will be allowed to exercise their right to vote for the special business in accordance with the conditions mentioned therein. The following options are being provided to members for voting:

i) E-Voting Procedure

(a) Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on December 15, 2023.
(b) The web address, login details and password will be communicated to members via email. The security codes will be communicated to members through SMS and email from web portal of the e-voting service provider.
(c) Identity of the members intending to cast vote through E-Voting shall be authenticated through electronic signature or authentication for login.
(d) E-Voting lines will start from December 20, 2023, 9:00 a.m. and shall close on December 25, 2023 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change it subsequently.

ii) Postal Ballot

(a) Members may alternatively opt for voting through postal ballot. Ballot Paper shall also be available for download from the website of the Company at www.arifhabibltd.com or use the same as annexed to this Notice and published in newspapers.
(b) The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at Arif Habib Centre, 23 M. T. Khan Road, Karachi (Attention of the Company Secretary) OR through the registered email address of the member at [email protected] with subject of ‘Postal Ballot for AHL EOGM 2023 by Monday, December 25, 2023 before 5:00 p.m. The signature on the ballot paper shall match with the signature on CNIC. A postal ballot received after this time / date shall not be considered for voting.
(c) Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman of the meeting shall be the deciding authority.

8. Provision of Information by Members:

To comply with various statutory requirements, and to avoid any non-compliance of law or any inconvenience in future, all members are hereby advised to coordinate / update their records with their respective Participant / CDC Investor Account Services / the Company’s Share Registrar (CDCSRSL) in connection with following:

Submission of copies of their valid / updated CNIC / NTN Certificate / Zakat Declaration (Exemption) Form / Tax Exemption Certificate

Provision of relevant details including valid bank account details / IBAN in order to enable the Company to pay any unclaimed / future cash dividends, if any
In case of a Joint account, provision of shareholding proportions between Principal shareholder and Joint Holder(s)
Convert their physical shares into scrip less form, which will also facilitate the members having physical shares in many ways, including safe custody, efficient trading and convenience in other corporate actions.
Provision of mandatory registration details in terms of Section 119 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, including mobile number / landline number and email address (if available).
Promptly notify any change in mailing address, email address and mobile number by writing to the office of the Company’s Share Registrar (CDCSRSL).

9. Copies of the Memorandum and Articles of Association of the Company; Statement under Section 134(3) of the Act in respect of the material facts of the special business; Statement under Section 281 of the Act; Scheme of Arrangement dated November 17, 2023; Swap Computation Letter dated November 15, 2023 issued by Yousuf Adil, Chartered Accountants; and any other information relevant to the special business in respect of the Company shall be available upon request, and for inspection, by any person entitled to attend the EOGM from the registered office of the Company, located at Arif Habib Centre, 23 M. T. Khan Road, Karachi, free of cost during normal office hours, from the date of this notice till the conclusion of the EOGM. The said information shall also be placed for inspection of members of the Company during the EOGM.

10. The notice of the EOGM along with the statements, the Scheme of Arrangement and the latest annual Audited Financial Statements have also been placed on the website of the Company.

STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 CONCERNING THE SPECIAL BUSINESS TO BE TRANSACTED AT THE EXTRAORDINARY GENERAL MEETING OF ARIF HABIB LIMITED

The Board of Directors of Arif Habib Limited (the “ Company ”), in its meeting held on November 17, 2023, has decided to enter into an arrangement with its holding / parent company, Arif Habib Corporation Limited (“ AHCL ”), in terms of the Scheme of Arrangement dated November 17, 2023 (“ Scheme ”) under Sections 279 to 283 and 285 of the Companies Act, 2017 (“ Act ”), for the corporate restructuring / reorganization of the Company and AHCL.

Subject to the sanction of the High Court of Sindh at Karachi, under the Scheme, the business / undertaking of the Company shall be bifurcated / separated into two segments / undertakings i.e. the Demerged Undertaking and the Retained Undertaking. Simultaneously, the Demerged Undertaking shall be merged / amalgamated with and into the AHCL, by transferring to and vesting in AHCL the assets, business, rights, properties, investments, liabilities, benefits, powers, contracts, authorizations, obligations etc. comprising the Demerged Undertaking (as detailed in the Scheme), with effect from the start of business on July 1, 2023, or at such other date stated by the Court (the “ Effective Date ”), against the issuance of shares by AHCL to the shareholders of the Company (other than the AHCL itself) (the “ Arrangement ”). The Retained Undertaking shall remain with the Company.

The proposed Arrangement, along with all ancillary and related matters thereto, shall be effective by way of the Scheme, in accordance with the provisions of Sections 279 to 283 and 285(8) of the Companies Act, 2017. The Scheme has been filed with the High Court of Sindh at Karachi vide Petition bearing J. C. M. No. 31 of 2023. Furthermore, in accordance with the directions of the High Court of Sindh, notice of the said petition has been provided to the registrar, Securities and Exchange Commission of Pakistan.

A copy of the Scheme is available for inspection to any person entitled to attend the Extraordinary General Meeting, at the registered office of the Company, situated at Arif Habib Centre, 23 M. T. Khan Road, Karachi, free of cost during normal office hours. Copies of the same may also be obtained upon request by such persons from the registered office of the Company free of cost during normal office hours. Furthermore, in accordance with the provisions of Section 282(2) of the Companies Act, 2017, a copy of the Scheme has been enclosed with the notice of the meeting circulated to the members of the Company.

The assets, properties, investments, rights, liabilities, obligations etc. comprising the Demerged Undertaking and Retained Undertaking are based on the audited financial statements of the Company for the year ended June 30, 2023. The Demerged Undertaking primarily comprises the non-core business / investment portfolio of the Company. The split balance sheet of the Company, as at the Effective Date, detailing the break-ups of the Demerged Undertaking and the Retained Undertaking, inclusive of certain notes, is attached as Annexure A to the Scheme. Furthermore, as part of the arrangement under the Scheme, the Demerged Undertaking also comprises reserves, representing a part of the unappropriated profits of the Company, in the aggregate amount of PKR 4,169,667,286/- (Pak Rupees Four Billion One Hundred Sixty Nine Million Six Hundred Sixty Seven Thousand Two Hundred Eighty Six), which shall stand transferred to and vested in AHCL, and shall be reduced / transferred from the Company.

The objects and benefits of the arrangements are also provided in detail in the Scheme. The Company is the subsidiary of AHCL; further, the Arrangement constitutes a corporate restructuring / reorganization of the Company and its holding / parent company.

The details pertaining to the consideration for the Arrangement, including the ordinary shares to be issued by AHCL along with the swap ratio are stipulated in the Scheme. In accordance with the same, AHCL shall allot and issue ordinary shares, having face value of PKR 10/- (Pak Rupees Ten) each, to the AHL Shareholders (being all the shareholders of the Company other than AHCL itself) existing on the Record Date (as detailed in the Scheme), on the basis of a swap ratio of 0.8673 shares of AHCL for every 1 (one) ordinary share of the Company held by each AHL Shareholder (i.e. 86.73 ordinary shares of AHCL will be allotted and issued for every 100 ordinary shares of the Company held by each AHL Shareholder). The aforementioned consideration, including the swap ratio, has been determined and approved by the Board of Directors of the respective companies from the range of values and calculations as stated in the Swap Computation Letter dated November 15, 2023 issued by Yousuf Adil, Chartered Accountants (attached as Annexure D to the Scheme), which has in-turn taken into account fair values of the Company, AHCL and the Demerged Undertaking, under the income based and asset based approaches, as detailed in the said letter. The Swap Computation Letter has also been approved by the Board of Directors of each company.

The aggregate quantum of ordinary shares to be issued by AHCL to the AHL Shareholders will be determined on the Record Date, as detailed in the Scheme, based on the shareholding position of the Company (i.e. the shares of the Company held by its members, other than AHCL). There shall be no cancellation of shares of the Company held by the AHL Shareholders as a consequence of the Scheme.

The directors of the Company are interested in the Scheme to the extent of their directorships (including common directorships) and (direct and / or indirect) shareholdings in the Company and AHCL (to the extent applicable). The effect of the Scheme on the interests of these directors does not differ from its effect on the like interests of other members of the Company except to the extent stipulated herein or under the Scheme. To the extent that any directors hold shares of the Company on the Record Date, such directors shall be entitled to shares of AHCL on the basis of the swap ratio, in the same manner as the other Company’s Shareholders.

In view of the above, the Board of Directors of the Company have approved and recommended the Scheme, along with the arrangements stipulated thereunder which have been described above.

Statement under Section 281 of the Companies Act, 2017 concerning the Special Business

The statement setting forth the terms of the Scheme and explanation of its effects, including the interests of the directors of the Company and the effect of those interests and other ancillary information may be obtained upon request by any person entitled to attend the Extraordinary General Meeting from the registered office of the Company situated at Arif Habib Centre, 23 M. T. Khan Road, Karachi, free of cost during normal office hours.

The aforesaid statement is also enclosed along with this notice of the Extraordinary General Meeting.

STATEMENT UNDER SECTION 281(1)(A) OF THE COMPANIES ACT, 2017, ACCOMPANYING THE NOTICES TO THE MEMBERS AND SECURED CREDITORS OF ARIF HABIB LIMITED

Pursuant to the Order dated November 23, 2023, passed by the High Court of Sindh at Karachi in Civil Miscellaneous Application No. 2559 of 2023, in Petition bearing J. C. M. No. 31 of 2023, under Sections 279 to 283 and 285(8) of the Companies Act, 2017, the Court has directed, inter alia , that separate meetings of the members and secured creditors of Arif Habib Limited (the “ Company ”) be convened for seeking approval with respect to the Scheme of Arrangement dated November 17, 2023, pertaining, inter alia , to the bifurcation / separation of the Company into two segments / undertakings i.e. the Demerged Undertaking and the Retained Undertaking, and merger, by way of amalgamation, of the Demerged Undertaking with and into Arif Habib Corporation Limited (“ AHCL ”) (the “ Arrangement ”), along with all ancillary matters thereto, as approved by the Board of Directors of the Company on November 17, 2023 (the “ Scheme ”).

A copy of the Scheme (along with its annexures) may be obtained from the registered office of the Company, situated at Arif Habib Centre, 23 M. T. Khan Road, Karachi, free of cost during normal business hours. Furthermore, a copy of the Scheme has been / shall be enclosed with the notices of the respective meetings circulated / to be circulated to the members and secured creditors of the Company.

The notices issued and published to the members of the Company are for the purpose of convening a meeting of the members of the Company, as directed by the Court, for the purpose of passing, inter alia , the following resolution for obtaining approval in respect of the Scheme and the Arrangement contemplated thereunder, along with ancillary matters:

As required under section 279(2) of the Companies Act, 2017, the above resolution is required to be passed at the meeting of the members convened pursuant to the Order of the Court, by a majority representing three-fourths in value of the issued shares held by the members of the Company, present in person or by proxy, and voting at the Extraordinary General Meeting. The sanctioning of the Scheme and the making of other appropriate orders in connection therewith will be considered by the Court after the Scheme is approved as aforesaid.

In the manner prayed in terms of the application filed with the Court, the Court has appointed Mr. Muhammad Shahid Ali, or in his absence, any other director of the Company, to act as Chairman of the meeting of the members, and has directed the Chairman to report the results thereof to the Court.

The notices issued / to be issued to the secured creditors of the Company is for the purpose of convening a meeting of the secured creditors of the Company, as directed by the Court, for the purpose of obtaining their approval in respect of the Scheme and the Arrangement contemplated thereunder. With respect to the secured creditors of the Company, under section 279(2) of the Companies Act, 2017, the Scheme is required to be approved by three-fourths of the creditors (in value) present and voting at the meeting of the secured creditors (through their authorized representatives).

In the manner prayed in terms of the application filed with the Court, the Court has appointed Mr. Syed Kashif ul Hassan Shah, or in his absence, Mr. Faizan Hanif, to act as Chairman of the meeting of the secured creditors, and has directed the Chairman to report the results thereof to the Court.

The Scheme is subject to the sanction of the Court and may be sanctioned in its present form or with any modification thereof or addition thereto as the Court may approve and the Scheme, with such modification or addition if any, is also subject to any conditions which the Court may impose. The respective Boards of Directors of the Company and AHCL have the power (in the manner specified under the Scheme) to consent on behalf of all concerned to any modifications of, or additions to, the Scheme, or to any conditions which the Court may think fit to impose. Furthermore, the Company and AHCL shall also take steps to obtain the necessary regulatory / third party approvals, as may be required under the applicable laws.

The principal object of the Scheme is, inter alia , to effect the Arrangement, as further detailed in the Scheme, with effect from the start of business on July 1, 2023 or at such other date stated by the Court (the “ Effective Date ”), by transfer to and vesting in AHCL all the assets, properties, investments, rights, liabilities, benefits, powers, contracts, authorizations, obligations etc. comprising the Demerged Undertaking (as detailed in the Scheme) with effect from the Effective Date, without any further act or deed or documents being required to be carried out, executed, registered or filed in respect of such transfer, vesting, and / or assumption, in the manner stipulated under the Scheme. The Retained Undertaking shall remain with the Company.

The assets, properties, investments, rights, liabilities, obligations etc. comprising the Demerged Undertaking and Retained Undertaking are based on the audited financial statements of the Company for the year ended June 30, 2023. The Demerged Undertaking primarily comprises the non-core business / investment portfolio of the Company. The split balance sheet of the Company, as at the Effective Date, detailing the break-ups of the Demerged Undertaking and the Retained Undertaking, inclusive of certain notes is attached as Annexure A to the Scheme. Furthermore, as part of the arrangement under the Scheme, the Demerged Undertaking also comprises reserves, representing a part of the unappropriated profits of the Company, in the aggregate amount of PKR 4,169,667,286/- (Pak Rupees Four Billion One Hundred Sixty Nine Million Six Hundred Sixty Seven Thousand Two Hundred Eighty Six), which shall stand transferred to and vested in AHCL, and shall be reduced / transferred from the Company.

The details pertaining to the consideration for the Arrangement, along with the swap ratio, are stipulated in the Scheme. In consideration for the Arrangement, and as further detailed in the Scheme, AHCL shall allot and issue ordinary shares, having face value of PKR 10/- (Pak Rupees Ten) each, to the AHL Shareholders (being all the shareholders of the Company other than AHCL itself) existing on the Record Date (as detailed in the Scheme), on the basis of a swap ratio of 0.8673 shares of AHCL for every 1 (one) ordinary share of the Company held by each AHL Shareholder (i.e. 86.73 ordinary shares of AHCL will be allotted and issued for every 100 ordinary shares of the Company held by each AHL Shareholder). The aforementioned consideration, including the swap ratio, has been determined and approved by the Board of Directors of the respective companies from the range of values and calculations as stated in the Swap Computation Letter dated November 15, 2023 issued by Yousuf Adil, Chartered Accountants (attached as Annexure D to the Scheme), which has in-turn taken into account fair values of the Company, AHCL and the Demerged Undertaking, under the income based and asset based approaches, as detailed in the said letter. The Swap Computation Letter has also been approved by the Board of Directors of each company.

All information / particulars with respect to the Arrangement and matters in respect thereof, including all ancillary matters thereto, are provided in detail in the Scheme, including, details of the companies, and the objects and benefits of

the entire arrangement. Approval of the Scheme by the members of the Company shall constitute an approval with respect to all matters prescribed under the Scheme.

Among other benefits as are also elaborated in detail in the Scheme, the Arrangement is expected to lead to sustainable revenue stream, simplified governance and tax efficiency, risk diversification and improved capital allocation, as well as enhanced transparency. From the Company’s perspective, the Arrangement will enable the Company to focus on its core business segments, enabling a sustainable revenue stream from its service-oriented businesses, including securities brokerage, inter-bank brokerage, underwriting, advisory and consultancy (investment banking). Simultaneously, shareholders of the Company will acquire ownership in AHCL, which possesses a diverse medium to long-term highquality investment portfolio, enhancing the fair value in the secondary market for the AHL Shareholders. Furthermore, in such case, the Arrangement will result in enhanced tax efficiency, preventing double taxation.

The latest annual Audited Financial Statements of both companies are available on respective websites of the companies, which duly contain the summarized operating and financial performance as well as details about company specific risk factors.

The Scheme has been filed with the High Court of Sindh at Karachi vide Petition bearing J. C. M. No. 31 of 2023. Furthermore, in accordance with the directions of the High Court, notice of the said petition has been provided to the registrar, Securities and Exchange Commission of Pakistan.

The respective directors of the Company and AHCL are interested in the Scheme to the extent of their directorships (including common directorships) and (direct and / or indirect) shareholdings in the respective companies (to the extent applicable). The effect of the Scheme on the interests of these directors does not differ from its effect on the like interests of other members, except as stated herein or under the Scheme. To the extent that any directors of the Company and / or AHCL hold shares of the Company on the Record Date, such directors shall be entitled to shares of AHCL on the basis of the swap ratio, in the same manner as the other AHL Shareholders.

Furthermore, the following office-bearers / directors of the Company and AHCL respective are relatives; however, the office-bearers / directors / relatives have no direct or indirect interest except to the extent of their respective shareholdings / directorships / office-holding in respective companies:

Arif Habib Limited	Arif Habib Corporation Limited
Mr. Shahid Ali Habib – CEO & Director	Mr. Arif Habib – CEO & Director
Ms. Sharmin Shahid – Non-Executive Director	Mr. Samad Habib – Non-Executive Director
Ms. Nida Ahsan – Non-Executive Director	Mr. Kashif Habib – Non-Executive Director

______ Muhammad Taha Siddiqui Company Secretary ARIF HABIB LIMITED

Karachi Dated: December 5, 2023

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ARIF HABIB LIMITED BALLOT PAPER FOR VOTING THROUGH POST

For the Special Business at the Extraordinary General Meeting of Arif Habib Limited (the “ Company ”) to be held on Tuesday, December 26, 2023 at 11:00 a.m. at PSX Auditorium, Stock Exchange Building, Stock Exchange Road, Karachi as well as through electronic means.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent:

[email protected]

Name of shareholder / Joint shareholder(s) / Proxy Holder(s) Registered Address: Folio /CDC Participant / Investor ID with sub-account No. Number of shares held CNIC / Passport No. (in case of foreigner) (copy to be attached) Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government) Name of Authorized Signatory: CNIC / Passport No. (in case of foreigner) of Authorized Signatory – (copy to be attached)

I/we hereby exercise my/our vote in respect of the following resolution through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (  ) mark in the appropriate box below:

Sr. No.	Nature and Description of resolution	No. of ordinary shares for which votes cast	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
1.	Agenda item - A (Special Business) Pursuant to the Order of the High Court of Sindh at Karachi dated November 23, 2023, passed in Civil Miscellaneous Application No. 2559 of 2023, in Petition bearing J. C. M. No. 31 of 2023, to consider and, if thought fit, to pass, with or without modification, the following resolution for, inter alia, a corporate restructuring / reorganization of the Company and its holding / parent Company, Arif Habib Corporation Limited (“AHCL”), involving the bifurcation / separation of the Company into two segments / undertakings, i.e. the Demerged Undertaking and the Retained Undertaking, and merger, by way of amalgamation, of the Demerged Undertaking with and into AHCL, along with ancillary matters thereto, in accordance with the Scheme of Arrangement dated November 17, 2023, as approved by the Board of Directors of the Company on November 17, 2023.: *RESOLVED THAT*the Scheme of Arrangement dated November 17, 2023, prepared under the provisions of Sections 279 to 283 and 285 of the Companies Act, 2017, for, inter alia, the bifurcation / separation of Arif Habib Limited into two segments / undertakings i.e. the Demerged Undertaking and the Retained Undertaking, and merger, by way of amalgamation, of the Demerged Undertaking with and into Arif Habib Corporation Limited, along with all ancillary and incidental matters thereto, placed before the meeting for consideration and approval, be and is hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the High Court of Sindh at Karachi, subject to sanction by the Honorable High Court of Sindh at Karachi, in terms of the provisions of the Companies Act, 2017.

NOTES:

Dully filled postal ballot should be sent to the Chairman of Arif Habib Limited through post at Arif Habib Centre, 23, M.T. Khan Road, Karachi, Pakistan (Attention of the Company Secretary) OR through the registered email address of shareholder at [email protected]
Copy of CNIC / Passport No. (in case of foreigner) should be enclosed with the postal ballot form.
Postal ballot forms through post or email should reach the Chairman by Monday, December 25 2023 before 5:00 p.m. Any postal ballot received after this date and time, will not be considered for voting.
Signature on postal ballot should match with signature on CNIC / Passport No. (in case of foreigner).
Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
This postal Poll paper is also available for download from the website of Arif Habib Limited at https://arifhabibltd.com/investors-relations/BallotPaper-EOGM-2023-AHL.pdf Shareholders may download the ballot paper from website or use the same ballot paper as published in newspapers.

_____________ Signature of shareholder(s)/ Proxy Holder(s)/Authorized Signatory

(In case of corporate entity, please affix company stamp)

Place: ____ Date: ____

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Tuesday 26[th ] December 2023

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ARIF HABIB LIMITED Corporate Office: Arif Habib Centre, 23 M.T. Khan Road, Karachi I UAN: +92 21 111245 111 I Fax: +92 21 3242 9653 www.arifhabibltd.com