STATEMENT UNDER

SECTION 134(3) OF

THE COMPANIES ACT, 2017

This statement sets out the material facts concerning the Special Business given in Agenda item No. 5, Agenda Item No. 6 and Agenda item No. 7 of the Notice to be transacted at the Annual General Meeting of the Company. Directors of the Company have no interest in the special business except in their capacity as director / shareholder.

ANNEXURE A

SALE OF ARIF HABIB 1857 (PRIVATE) LIMITED

Arif Habib 1857 (Private) Limited ('AH1857') is a wholly owned subsidiary of the Company. AH1857 was incorporated on July 18, 2014 as a private limited company under the Companies Ordinance, 1984 (replaced now with the Companies Act, 2017).

The Board of Directors, subject to the provisions of Section 183 of the Companies Act, 2017 and all other applicable provisions of law, approved the sale of AH1857.

OTHER CONSIDERATIONS

The Directors of the Company do hereby undertake / certify that necessary due diligence of the sale of AH1857 has been carried out.

The Board of Directors of the Company have confirmed that the proposed sale of AH1857 is in line with the applicable provisions of the law and regulatory framework.

Material facts covering the sale of AH1857 as required under S.R.O 423(I)/2018 dated April 03, 2018 issued by the Securities & Exchange Commission of Pakistan ('SECP') are as under:

i)

Name of the subsidiary

Arif Habib 1857 (Pvt.) Limited

ii)

Cost and book value of investment in subsidiary

As at June 30, 2022

Cost: PKR 50,000,000

Net Book Value: PKR 43,558,105

iii)

Total market value of subsidiary based on value

of the shares of the subsidiary company:

a) In case of listed subsidiary company: quoted

Not applicable since the subsidiary is not listed.

price of shares of subsidiary on day of

decision of the board for disposal;

b) In case of non-listed subsidiary: value

Per share value of PKR 9.81 has been

determined by a registered valuer, who is

determined by S.M. Suhail & Co. Chartered

eligible to carry out such valuation along with

Accountants having satisfactory Quality Control

name of the valuer.

Review rating awarded by Institute of Chartered

Accountants of Pakistan.

iv)

Net worth of subsidiary as per latest audited

Net worth of subsidiary as per latest audited

financial statements and subsequent interim

financial statements as at June 30, 2022 is PKR

financial statements, if available;

49,055,945 and break-up value per share is

PKR 9.81.

166 Arif Habib Limited

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Arif Habib Ltd. published this content on 18 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2022 09:12:05 UTC.