Submission of Proposed Offer Letter with respect to the Public Announcement of Public Offer to acquire up to 13,245,191 ordinary shares of TPL Insurance Limited

Available

Modes

Online Submission: CDC shareholders can submit their Acceptance Letter

and required documents to the following email mto@arifhabibltd.com during the Acceptance Period.

In-Person Submission or Courier: Acceptance Letter and required documents can also be couriered, or hand delivered to 2nd Floor, Arif Habib Center, 23 M.T. Khan Road, Karachi, ensuring that they are delivered to the office of Manager to the Offer latest by 5:00 pm on the Closing Date.

MTO

Account Details

CDC Account Title: Manager to the Offer - Jazz International Holding Limited

CDC Participant ID: 06452 CDC Account No: 326950 UIN: JIHL11376UAE

Transaction Reason Codes: For Intra Account: A021 For Inter Account: P015

Procedure

Shares Transfer from CDC Participant Account: Investors maintaining CDC sub-accounts with participants/brokers shall request the concerned participant/broker to transfer shares to the MTO's account (details above) during the Acceptance Period. The participant should clearly mention the name of the account holder in the remarks column of the CDC shares transfer transaction.

Share Transfer from CDC Investor Account: Investor maintaining CDC Investor account shall deposit shares transfer slip(s) to CDC Investor Account Services requesting them to transfer the shares to the MTO account (details above) during the Acceptance Period.

Public Offer - Terms & Conditions

Procedure for

accepting the Public Offer

1. In order to accept the Public Offer, the shareholders are required to send the Acceptance

Letter (attached to this Offer Letter), duly completed and signed, along with the required documents (as set out below) by or before 5:00 PM on the Closing Date as per the following:

For CDC Shareholders:

For Shareholders holding Physical Shares:

Available Mode

• In-Person Submission or Courier: Acceptance Letter and requisite documents must be couriered, or hand delivered to 2nd Floor, 23, Arif Habib Center, M.T. Khan Road, Karachi, ensuring that they are delivered to the office of MTO latest by 5:00 pm on the Closing Date.

Procedure

• Shareholders with physical share certificate(s) are requested to submit

  the Acceptance Letter along with original physical share certificate(s) and duly verified transfer deed(s) to the office of the MTO during the Acceptance Period.

• In the case of courier, the shareholders must ensure that it reaches the MTO office by or before the Closing Date.

Documentation Required for Acceptance of Public Offer along with the Acceptance letter:

1. For Individual Applicants

   1. An attested copy of Computerized National Identity Card

   2. Original Share Certificate and signed and verified Transfer Deeds (for physical shares only) (attached as Annexure-A)

   3. Share splitting authorization letter (for physical shares only) (attached as Annexure-B)

   4. Authority Letter to collect excess shares through a representative (for physical shares only) (attached as Annexure-C) (if a separate person is to be given authority)

   5. Copy of CDC transfer slips (for CDC Shares only)

2. For Corporate Applicants

   1. Certified Memorandum and Articles of Association

   2. A certified copy of the Certificate of Incorporation

   3. Certified copies of Computerized National Identity Card(s) of the authorized signatories

   4. Certified copy of the Board Resolution authorizing persons to sell the shares with specimen signature of such authorized persons

   5. Original Share Certificates and signed and verified Transfer Deeds (for physical shares only) (attached as Annexure-A)

   6. Share splitting authorization letter (for physical shares only) (attached as Annexure-B).

   7. Authority Letter to collect excess shares through a representative (for physical shares only) (attached as Annexure-C) (if a separate person is to be given authority)

   8. Copy of CDC Transfer Slips (for CDC shares only)

   9. Copy of NTN Certificate

Please ensure that the Acceptance Letter is duly filled and signed.

1. In the event that the Acceptance Letter and the requisite information are delivered within the stipulated time, the Manager to the Offer will issue confirmation of the receipt of documents (Provisional Receipt).

2. Completed Letters of Acceptance once submitted cannot be revoked by shareholders selling in the Public Offer.

3. Copies of the Acceptance Letter shall also be available at the registered office of Arif Habib Limited (2nd Floor, 23, Arif Habib Center, M.T. Khan Road, Karachi, Pakistan) and on its website i.e. https://www.arifhabibltd.com/downloads

Eligibility

• The Public Offer is valid for all shareholders whether they are holding physical shares in

  the form of share certificate or book-entry securities in the Central Depository System of

  the Central Depository Company of Pakistan Limited ("CDC").

• This must be noted that only those shareholders whose names appear on the shareholding list generated at the close of business on Thursday May 28, 2026 will be eligible to tender their shares and in the same quantity they held on that date.

• If an eligible shareholder does not receive the Offer Letter due to logistical reasons, they may contact the Manager to the Offer to confirm eligibility. They can also download the Acceptance Letter from the MTO's website and submit it during the Acceptance Period following the procedures provided.

Key Considerations

• Shares successfully tendered in the manner described above will be acquired by the Acquirer free from all liens, charges and encumbrances and with all rights attaching to and / or deriving from them, including the right to receive all dividends, any other distributions declared, made or paid and / or any entitlement to subscribe for or receive any securities resolved by the Target Company to be issued to the members of the Target Company pro rata to their holdings of shares or otherwise.

• The Public Offer and the obligation of the Acquirer to accept the shares and payment of the Offer Price are subject to the conditions stipulated in the PAO.

• For physical shares, excess shares will need to be collected in person (or by an authorized

representative) from the Manager to the Offer's office 2nd Floor, 23, Arif Habib Center,

M.T. Khan Road, Karachi, Pakistan during 9 am to 5 pm. If shareholders want the shares to be couriered, at their risk, they need to mark as such on the Acceptance Letter.

• The Public Offer and the obligation of the Acquirers to accept the shareholders' tender

  of their shares and payment of the offer price is subject to the following conditions:

  1. The Securities and Exchange Commission of Pakistan or any other regulatory body having no objections to any of the provisions of the Public Offer;

  2. The Letter of Acceptance being duly completed and signed along with the required documents and submitted to the Manager to the Offer on or before the Closing Date;

  3. The tendered shares being verified by the Company; and

  4. The Acquirers not withdrawing the Public Offer in accordance with the provisions of the Takeover Regulations.

• Four (4) months after the closure of the Public Offer, excess shares which have not been collected or couriered will be delivered to the Company Secretary of TPLI.

• No interest, mark-up surcharge or other increment for any cause or reason shall be payable on the payment for the shares purchased by the Acquirer from any shareholder.

• Acceptance received after working hours on the Closing Date shall not be entertained, and the Acceptance Period shall not be extended.

• The Public Offer shall be governed by the provisions of Part IX of the Securities Act, 2015 and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017. Shareholders should not construe the content of this Offer Letter as legal, tax or financial advice and should consult with their own advisors as to the matters described in this Offer Letter.

• All stamp duty and other charges payable in connection with the registration of the transfer of the shares tendered in acceptance of the Public Offer shall be borne and paid for by the Acquirers.

• Acceptance Letter furnished by the shareholder(s) without the requisite documents may be rejected by the Manager to the Offer as being incomplete and invalid.

• The above form of Offer Letter is based on the format of Offer Letter provided in Schedule-I of the Takeover Regulations. Suitable and necessary additional information has been inserted for the facilitation and convenience of the shareholders regarding the background of Public Offer and the procedure for acceptance.

1. Details of Shareholder

1.1. Joint Registered Holders (if any)

Name:

(as shown on the share certificate / CDC account title) Address:

Note: Payment for the shares acquired shall be dispatched to this address, where required.

Contact No: Email: CNIC No.

UIN (for corporates):

1. Name:

   (as shown on the share certificate / CDC account title)

2. Name:

(as shown on the share certificate / CDC account title)

2. Bank Account Details:

Account Title:

Bank Name:

IBAN:

3. Details of Shares

a) No. of shares to be tendered

b) Form of shares (Please tick and fill the appropriate boxes)

Physical Shares

Folio No. Certificate No.

CDC

Participant ID - Sub Account No.

Investor Account No.

4. Signatures

1. 2. 3.

In case of individuals: Signature of shareholder(s) and any joint account holder(s)

In case of corporates: Signature of Director / Secretary / Authorized signatory(s) along with company stamp

5. Required Documents to be attached with Acceptance Letter

For Individual Applicants:

1. An attested copy of Computerized National Identity Card ("CNIC")

2. Copy of CDC transfer slip submitted with CDC investor account services (for CDC shareholders only)

3. Original share certificates and verified transfer deeds (for physical shareholders only)

4. Authority Letter to collect excess shares through a representative (for physical shares only) (attached as Annexure-C) (if a separate person is to be given authority)

5. Duly completed and signed authorization to split share(s) certificate letter as per the attached format (for physical shareholders only)

For Corporate Applicants:

1. Copy of CDC transfer slip submitted with CDC investor account services (for CDC shareholders only)

2. Memorandum and Articles of Association

3. Certified copy of certificate of incorporation (and for public companies, certificate of commencement of business)

4. Certified copies of CNICs of signatories

5. Certified copy of board resolution authorizing persons to sell the shares with specimen signatures of such authorized persons

6. Original share certificates and verified transfer deeds (for physical shareholders only)

7. Authority Letter to collect excess shares through a representative (for physical shares only) (attached as Annexure-C) (if a separate person is to be given authority)

8. Duly completed and signed authorization to split share(s) certificate letter as per the attached format (for physical shareholders only)

9. Copy of NTN Certificate

I/We confirm understand and acknowledge that if this Acceptance Letter is furnished without the requisite documents, the same may be rejected by the Manager to the Offer as being incomplete and invalid.

I/We confirm that the Manager to the Offer (on behalf of the Acquirers) shall process payment to us via direct bank transfer to the designated bank account (IBAN) mentioned in the Letter of Acceptance.

Transferee Details

International Bank Account Number (IBAN) - Mandatory

PK

Bank's Name

Branch Name and Address