Samba Bank : Disclosure under Regulation 5 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeover) Regulations

LDN/CA/PAI 9th April 2024

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi

Dear Sir,

Public announcement of intention to acquire approximately 84.51% shares and control of Samba Bank Limited (the "Target Company")

In accordance with Sections 96 & 131 of the Securities Act, 2015 and Clause 5.6.1 of the Rule Book of Pakistan Stock Exchange Limited ("PSX"), we would like to inform that M/s Arif Habib Limited,

Manager to the Offer, has submitted the public announcement of intention to acquire up to 84.51% shares of the Target Company, held by Saudi National Bank, on behalf of the Acquirer, in accordance with the said provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

The public announcement of intention will be published in English and Urdu newspapers accordingly.

You may please inform the TRE Certificate Holders of the Exchange.

Yours truly,

Muhammad Akram Sawleh

Company Secretary

Bank Alfalah Limited, Legal and Corporate Affairs Group B.A. Building, I.I. Chundrigar Road, Karachi-74000, Pakistan.

T: [phone] UAN: [phone] F: [phone] P.O. Box 6773 bankalfalah.com

BAF - Protected

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE

APPROXIMATELY 84.51% SHARES AND CONTROL OF SAMBA BANK

LIMITED (THE "TARGET COMPANY")

BY

BANK ALFALAH LIMITED (THE "ACQUIRER")

UNDER SECURITIES ACT, 2015

Admonishment: Please note that the public announcement of intention to acquire voting shares/control of Samba Bank Limited is subject to obtaining the requisite regulatory approvals. The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority (ies).

Part A

Brief description of the intended acquisition -

The Acquirer intends to acquire approximately 84.51% shareholding and control in the Target Company. Public Offer shall be made for at least fifty (50) percent of the remaining voting shares in accordance with Regulation 14 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations"), which, if applicable, shall be pursuant to a competitive bid under Regulation 17 of the Regulations if, at the time, there is an earlier public announcement of offer by another interested acquirer.

Intended acquisition through	Number of shares	Percentage
Share Purchase Agreement	852,040,531	Approximately 84.51%
Public offer	At least 78,099,059	At least approximately
		7.75%
	Part-B

1. Information about the acquirer
2. 1. Name(s) and address(es) of acquirer along with persons acting in concert, if any.
      Name: Bank Alfalah Limited
      Address: B.A. Building, I.I. Chundrigar Road, Karachi The acquirer will not be acting in concert with any person.
   2. Name(s) of the ultimate acquirer or the ultimate controlling shareholder. Not Applicable

1. Name(s) and address(s) of manager to the offer of the acquirer.
   Name: Arif Habib Ltd.
   Address: Arif Habib Centre, 23, M.T. Khan Road Karachi 74000
2. Principal areas of business of the acquirer and relevant experience
   The acquirer is one of the largest banks in Pakistan, with a network of over 1,024 branches across more than 200 cities in the country, and international presence in Afghanistan, Bangladesh, Bahrain and the UAE.
3. In case the acquirer is a fund/ company(s):
4. 1. Names of the chief executive and directors of the company(s);

Name	Designation
H.H. Sheikh Nahayan Mabarak Al Nahayan	Chairman
Mr. Abdulla Nasser Hawaileel Al Mansoori	Director
Mr. Abdulla Khalil Al Mutawa	Director
Mr. Khalid Mana Saeed Al Otaiba	Director
Dr. Gyorgy Tamas Ladics	Director
Mr. Khalid Qurashi	Director
Dr. Ayesha Khan	Director
Mr. Atif Aslam Bajwa	President/CEO and Director

1. Names of substantial shareholders of the company.

Name	Shareholding Percentage
H.H. Sheikh Nahayan Mabarak Al	21.46%
Nahayan

1. Date of incorporation 21st June 1992
2. Jurisdiction of incorporation Islamic Republic of Pakistan
3. Authorized and paid up capital.

Authorized Capital: PKR 23,000,000,000/- divided into 2,300,000,000/= shares of Rs. 10/= each

Paid up Capital: PKR 15,771,651,190/- divided into 1,577,165,119/= shares of PKR 10/= each

1. Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares:

Name of	Registration No.	Nature	Nature of	Jurisdiction of	Description held
Company		(listed/unlisted/	business	incorporation	control/more
		Private			than thirty %
					shares or
					both

Alfalah Currency	0245553	Unlisted	Currency	Pakistan	100.00%
Exchange		Private Limited	Exchange
(Private) Limited		Company
Alfalah CLSA	0046071	Unlisted	Brokerage	Pakistan	62.50%
Securities		Private Limited	House
(Private) Limited		Company
Alfalah Asset	0048669	Unlisted	Asset	Pakistan	40.22%
Management		Public Limited	Manageme
Limited		Company	nt
			Company
Alfalah Insurance	0053372	Unlisted Public	Insurance	Pakistan	30.00%
Limited		Limited Company	Company
Sapphire Wind	0058992	Unlisted	Wind	Pakistan	30.00%
Power Company		Public Limited	Power
Limited		Company	Producer

1. Information about ultimate beneficial owner of the intended acquirer(s):-
2. 1. Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person.

Not Applicable

1. Detail of companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than thirty percent voting shares: -

Not Applicable

1. details of any existing holding of voting rights in the target company;
2. 1. which the acquirer owns or over which it has control or direction;
      NIL
   2. which is owned or controlled or directed by any person acting in concert with the of acquirer;
      NIL
   3. 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

1. all conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject.

None

Part-C

1. Information about the target company
2. 1. Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.
   1. Name: Samba Bank Limited
   2. Directors

S No.		Name of Directors		Position
1			Mr. Mustafa Ilyas		Chairman/Non-Executive Director
2			Mr.	Nasser Sulaiman	Al-	Non-Executive Director
			Fraih
3			Mr. Hussein Eid			Non-Executive Director
4			Mr. Timour Pasha		Non-Executive Director
5			Ms.	Kholood	Khalid	Al-	Non-Executive Director
			Khelaiwi
6			Mr.	Hafiz	Mohammad	Non-Executive Director
			Yousaf
7			Mr. Javed Kureishi		Non-Executive Director
8			Ms. Zeeba Ansar			Non-Executive Director
9			Mr. Ahmad Tariq Azam		President & CEO / Executive
							Director
(iii) Major shareholders
S		Shareholder Name		Shares		Shareholding Percentage
No.
1		The Saudi National Bank	852,040,531	84.51%
2		Mr. Shujaat Nadeem		59,832,424	5.93%

1. Total number of issued shares of the company.
   Total number of issued shares of the Target Company: 1,008,238,648 ordinary shares of PKR 10 each.
2. Date of listing and offer price at the time of initial public offering

Date of listing:

4th August 2003

Offer price:

Not available

1. Opening price at securities exchange at time of listing Not available
2. share price quoted on the securities exchange one day before the public announcement of intention.
3. 
   The share price of the Target Company at the close of the market hours on April 08, 2024 was PKR 11.00 per share.
4. 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.
5. • 
     The weighted average share price of the Target Company during twenty-eight days (28) preceding the date of public announcement of intention was PKR 12.10 ** per share.
   • Volume weighted average share price of Samba Bank Limited for the period from March 12, 2024 to April 08, 2024 (Source: Bloomberg)
6. financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts.

Amounts in PKR Mn	Dec 31,	Dec 31,	Dec 31,	Dec 31,	Dec 31,
	2023	2022	2021	2020	2019
Balance Sheet
Total Assets	178,734	179,074	201,139	158,996	129,577
Total Liabilities	162,371	164,421	185,239	143,679	115,398
Customer Deposits	114,732	105,244	79,267	78,426	71,882
Shareholders' Equity	16,363	14,653	15,900	15,317	14,179
Profit & Loss
	2023	2022	2021	2020	2019
Net interest income	8,101	4,734	4,306	3,699	3,519
Non-markup income	1,208	244	1,471	1,341	846
Profit /(Loss) after tax	1,235	(428)	789	1,012	686
EPS/(LPS) (PKR)	1.23	(0.42)	0.78	1.00	0.68
Dividend per share	-	-	0.60	0.75	-
(PKR)

Source: Financial Statements of Samba Bank Limited

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

Manager to the Offer:

Name	Arif Habib Limited
Address	2/F, Arif Habib Centre, 23, M.T. Khan Road, Karachi
	Tel	[phone]

Yours Sincerely,

For and on Behalf of Bank Alfalah Limited

Muhammad Akram Sawleh

Company Secretary