Disclosure under Takeovers Regulations, 2017

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' c ATTOCK CEMENT PAKISTAN LTD.

June 04, 2025

General Manager

Pakistan Stock Exchange Limited (PSX)

Stock Exchange Building, Stock Exchange Road, Karachi

Director / HOD

Listed Companies Department, Supervision Division Securities & Exchange Commission of Pakistan

NIC Building, Jinnah Avenue, Blue Area Islamabad

Dear Sirs,

DISCLOSURE UNDER TAKEOVERS REGULATIONS, 2017

It is hereby informed that Attock Cement Pakistan Limited (the "Target Company") has received public announcement of Intention from Topline Securities Limited (the "Manager to the Offer"), on behalf of Cherat Cement Company Limited and Shirazi InVestments (Private) Limited (the "Acquirers") to acquire upto 115,526,349 voting shares (representing 84.06% jointly of the paid-up capital) of the Target Company, beyond the threshold prescribed under Section 111 of the Securities Act, 2015 subject to receipt of regulatory and other approvals. This intention has been notified to the Chief Executive of the Target Company on June 04, 2025. A copy of the said public announcement of Intention is enclosed.

Your sincerely

For TOCK CEMENT.PAKISTAN LIMITED

IRFAN

ANULLAH

(Company Secretary)

Chief Executive Officer Cherat Cement Company Limited. Director - Shirazi Irvest nts (Private) Limited

U 1'4 : (922I) I 11-17-17- 17. PABX : (922I) 35309773 •74. Fan : (922I) 35309775

E''A RR : Hub Cbow i. Lasbelz, Balockistsa. Tel : (W T) 3820022I , 0301-8288625. 0306-2886255, 032 I -38862 y4

The Stock Exchange is requested to make the above information immediately a/ailabIe to the shareholders of the Target Company under Regulations 5(1) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, by placing it on the notice board and through notification on automated information system and make an announcement on the house of exchange.

June 4, 2025

The Executive Director

Public Offering and Regulated Persons Department Securities and Exchange Commission of Pakistan National Insurance Corporation Building

Jinnah Avenue

Islamabad

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi

chief Executive Officer

Attock Cement Pakistan Limited

D - 70, Block-4, Kehkashan-5 Clifton Karachi

B S £ C U R I T I E S

TOoline

Subject: Public Announcement of Intention to acquire atleast 84.06°A (115,526,349 shares) and joint control of Attock Cement Pakistan Limited (*'Target Company") bv Cherat Cement Company Limited & Shirazi Investments (Private) Limited (the "Acquirers") under Securities Act. 2015

Dear Sirs,

We, Topline Securities Limited, have been appointed as Manager to the Offer by Cherat Cement Company Limited & Shirazi Investments (Private) Limited (the "Acquirers"), in accordance with the Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

On behalf of the Acquirers, we would like to submit the Public Announcement of Intention to acquire at least 84.06% shares of Attock Cement Pakistan Limited ("Target Company"), subject to receipt of regulatory and other approvals, if any.

The Public Announcement of Intention will be published in one English and one Urdu language newspapers withing two working days.

Please find enclosed a copy of the Public Announcement of Intention.

You may contact the undersigned for any additional information or clarification.

Yours faithfully,

For and behalf of Topline Securities Limited

Abdul Hafeez

Associate, Corporate Finance & Advisory

Mohammad Nadeem

Head of Corporate Finance & Advisory

8th Floor, Horizon Tower, Plot 2/6, Block 3, Clifton, Karachi-Pakistan.

TEL: +92-21-35303330-32 | https://www.topline.com.pk

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE ATLEAST 84.06% (115,526,349 SHARES) AND JOINT CONTROL OF ATTOCK CEMENT PAKISTAN LIMITED (THE "TARGET COMPANY")

BY

1. CHERAT CEMENT COMPANY LIMITED ("CCCL"); and

2. SHIRAZI INVESTMENTS (PRIVATE) LIMITED ("SIL") ("ACQUIRERS")

UNDER SECURITIES ACT, 2015

Admonishment: Please note that the public announcement of intention to acquire voting shares/control of Attock Cement Pakistan 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 Acquirers intend to acquire at least 84.06% shareholding and joint control of the Target Company. Public Offer, if at all shall be made in accordance with the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations").

PART B

1. Information about the Acquirers

   1. Name(s) and address(es) of Acquirers along with persons acting in concert, if any: Acquirer(s)

      Name: Cherat Cement Company Limited

      Address: Modern Motors House, Beaumont Road, Karachi

      Name: Shirazi Investments (Private) Limited

      Address: 2ndFloor Federation House, Shara-e-Firdousi, Clifton, Karachi

      Cherat Cement Company Limited and Shirazi Investments (Private) Limited intend to acquire the Target Company through a 50:50 joint holding.

   2. Name(s) of the ultimate acquirers or the ultimate controlling shareholder:

      Name	Ultimate Controlling Shareholder
      Cherat Cement Company Limited	NIL As the largest shareholder, Faruque (Private) Limited holds 21.67% of the shares in Cherat Cement Company Limited. No other single shareholder possesses a substantial interest, and therefore, details regarding natural person(s) with ultimate beneficial ownership cannot be determined.
      Shirazi Investments (Private) Limited	Mr. Aamir H. Shirazi Mr. Saquib H. Shirazi Mr. Ali H. Shirazi Iftikhar Shirazi Family Trust

   3. Name(s) and address(es) of manager to the offer of the Acquirer:

      Name	Topline Securities Limited
      Address	8th Floor, Horizon Tower, Plot # 2/6, Block 3 Clifton, Karachi, Karachi City, Sindh, Pakistan

   4. Principal areas of business of the Acquirer and relevant experience:

      Name	Principal Area of Business
      Cherat Cement Company Limited	Cherat Cement Company Limited (CCCL) is a prominent player in Pakistan's cement industry. The company is publicly listed on the Pakistan Stock Exchange and is engaged in the manufacturing, marketing, and sale of high-quality cement. With a state-of-the-art production infrastructure and an installed capacity of 4.5 million tons per annum, primarily serving the northern region of Pakistan. CCCL is recognized for its consistent quality standards, operational excellence, and commitment to sustainability. CCCL also plays an active role in regional trade, exporting cement to Afghanistan, thereby contributing to Pakistan's export economy. Through its focus on innovation, efficiency, and customer satisfaction, CCCL continues to strengthen its position as a trusted name in the cement sector.
      Shirazi Investments (Private) Limited	Operates as the investment arm of Atlas Group, a diversified conglomerate with investments in engineering, power, finance, and trading businesses, renowned for its strategic investments and strong governance.

   5. In case the Acquirer(s) is a fund/company:

      1. Names of the Chief Executive and Directors of the Companies:

         Cherat Cement Company Limited
         Name	Designation
         Mr. Omar Faruque	Chairman - Non-Executive Director
         Mr. Azam Faruque	Chief Executive Officer - Executive Director
         Mr. Akbar Ali Pesnani	Non-Executive Director

         Mr. Arif Faruque	Non-Executive Director
         Mr. Abrar Hasan	Independent Director
         Mr. Yasir Masood	Director & Chief Operating Officer
         Mrs. Zeeba Ansar	Independent Director
         Mr. Ariful Islam	Independent Director

         Shirazi Investments (Private) Limited
         Name	Designation
         Mr. Iftikhar H. Shirazi	Chairman & Executive Director
         Mr. Aamir H. Shirazi	Non-Executive Director
         Mr. Saquib H. Shirazi	Non-Executive Director
         Mr. Ali H. Shirazi	Non-Executive Director
         Mr. Frahim Ali Khan	Non-Executive Director
         Mr. Noorullah R. Hassan	Chief Executive Officer

      2. Names of substantial shareholder of the Company:

         Cherat Cement Company Limited
         Name	No. of Shares Held	Shareholding
         Faruque (Private) Limited	42,096,353	21.67 %

         Shirazi Investments (Private) Limited
         Name	No. of Shares Held	Shareholding
         Mr. Aamir H. Shirazi	55,028,109	24.99 %
         Mr. Saquib H. Shirazi	55,028,109	24.99 %
         Mr. Ali H. Shirazi	55,028,109	24.99 %
         Iftikhar Shirazi Family Trust	55,028,085	24.99 %
         Total	220,112,412	99.99%

      3. Date of incorporation:

         Name	Date of Incorporation
         Cherat Cement Company Limited	25thMay 1981
         Shirazi Investments (Private) Limited	27thAugust 1962

      4. Jurisdiction of incorporation:

         Name	Jurisdiction of Incorporation
         Cherat Cement Company Limited	Nowshera, Khyber Pakhtunkhwa, Islamic Republic of Pakistan
         Shirazi Investments (Private) Limited	Karachi, Sindh, Islamic Republic of Pakistan

      5. Authorized and paid-up capital:

         Cherat Cement Company Limited
         Authorized share capital	Rs. 2,250,000,000/- divided into 225,000,000 ordinary shares of Rs. 10/- each.
         Issued, subscribed and paid-up capital	Rs. 1,942,950,380/- divided into 194,295,038 ordinary shares of Rs. 10/- each.

         Shirazi Investments (Private) Limited
         Authorized share capital	Rs. 2,400,000,000/- divided into 240,000,000 ordinary shares of Rs. 10/- each.
         Issued, subscribed and paid-up capital	Rs. 2,201,124,390/- divided into 220,112,439 ordinary shares of Rs. 10/- each.

   6. Details of companies, where the intended Acquirers holds more than thirty percent voting shares:

      Cherat Cement Company Limited: NIL

      Shirazi Investments (Private) Limited
      Name of company	Registration No.	Nature (listed/ unlisted/ private)	Nature of Business	Jurisdiction of Incorporation	Description held control/more than 30% shares or both
      Atlas Honda Limited	0001569	Listed Company	Manufacturing of motorcycles and spare parts	Pakistan	52.43%
      Atlas Battery Limited	0002379	Listed Company	Manufacturing of automotive batteries and allied products	Pakistan	58.86%
      Atlas Insurance Limited	0000021	Listed Company	General Insurance	Pakistan	75.33%
      Honda Atlas Cars (Pakistan) Limited	0028815	Listed Company	Assembling of vehicles and manufacturing of spare parts	Pakistan	30.20%
      Atlas Engineeri ng (Private) Limited	0001665	Private Limited Company	Manufacturing and trading of automotive parts and components	Pakistan	100.00%
      Atlas Asset Managem ent Limited	0044252	Unlisted Public Company	Asset Management, Management of Mutual Funds and Investment Advisory	Pakistan	100.00%
      Atlas Energy Limited	0099710	Unlisted Public Company	Renewable Energy	Pakistan	100.00%
      Atlas Power Limited	0059066	Unlisted Public Company	Power Generation	Pakistan	92.09%
      Shirazi Trading Company	0004831	Private Limited Company	Trading of medical equipment, auto	Pakistan	100.00%

      (Private) Limited			parts, office equipment and motorcycles under hire purchase agreements
      Atlas Metals (Private) Limited	0081144	Private Limited Company	Manufacturing of Automotive parts	Pakistan	100.00%
      Atlas Venture Limited	110700	Limited Liability Company	General Trading	UAE	100.00%
      Atlas Solar Limited	0089745	Unlisted Public Company	Renewable Energy Solutions	Pakistan	Indirect holding: 93.70%
      Atlas DID (Private) Limited	0136770	Private Limited Company	Manufacturing of Automotive parts	Pakistan	Indirect holding: 60%
      Atlas Hitec (Private) Limited	0081103	Private Limited Company	Manufacturing of Automotive parts	Pakistan	Indirect holding: 60.20%
      Atlas GCI (Private) Limited	0137564	Private Limited Company	Manufacturing of Automotive parts	Pakistan	Indirect holding: 44.10%
      Atlas World Wide General Trading LLC	1717948	Limited Liability Company	General Trading	UAE	Indirect holding: 100%
      Atlas Global FZE	176078	Limited Liability Company	General Trading	UAE	Indirect holding: 100%

   7. Information about ultimate beneficial owner of the intended Acquirer:

      1. Name, CNIC, nationality and address of each person Cherat Cement Company Limited: NIL

         Faruque (Private) Limited, as the largest shareholder holds 21.67% of the shares in Cherat Cement Company Limited. No other single shareholder possesses a substantial interest, and therefore, details regarding natural person(s) with ultimate beneficial ownership cannot be determined.

         Shirazi Investments (Private) Limited
         Name	CNIC	Nationality	Address
         Iftikhar Shirazi Family Trust (Beneficiary: Mr. Iftikhar H. Shirazi)	42301-0948515-3	Pakistan	5, Khayaban-e-Muhafiz, Phase VI, DHA, Karachi
         Mr. Aamir H. Shirazi	35202-3854859-7	Pakistan	3, Canal Bank, Zaman Park, Lahore

         Mr. Saquib H. Shirazi	42000-0509678-5	Pakistan	12, Khayaban-e-Bukhari, Phase VI, DHA, Karachi
         Mr. Ali H. Shirazi	42301-0972346-1	Pakistan	2, Khayaban-e-Ghazi, Phase V, DHA, Karachi

         iv) 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:

         Cherat Cement Company Limited: NIL

         Shirazi Investments (Private) Limited
         Name of the Company	Registration No.	Nature (Listed/ Unlisted/ Private)	Nature of Business	Jurisdiction of Incorporation	Description held control/ more than 30%
         SF Global Holdings Limited	194560	A Limited Liability Company	Investment in real estate	Jebel Ali Free Zone, Authority, Dubai, UAE	Mr. Aamir H. Shirazi - 33.33% holding Mr. Saquib H. Shirazi - 33.33% holding Mr. Ali H. Shirazi - 33.33% holding

   8. Details of any existing holding of voting rights in the Target Company:

   9. Which the Acquirer(s) owns or over which it has control or direction:

      NIL

      1. Which is owned or controlled or directed by any person acting in concert with the Acquirer(s):

         NIL

      2. In respect of which the Acquirer or any other 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 it is subject:

      The consummation of the acquisition shall be subject to, inter alia, finalization of acquisition terms, due diligence, execution of appropriate agreement(s) and receipt of all regulatory and corporate approvals, where required. The minimum level of acceptance, i.e. number and percentage shares, to which the offer is subject, if any, will be specified in the public offer.

      PART C

2. Information about the Target Company

   1. Name of the Target Company, its directors and major shareholders along with number of shares and percentage of paid-up capital:

      Name: Attock Cement Pakistan Limited

      Directors of the Target Company: As per quarterly accounts for the period ended 31 March, 2025

      Name of Directors	Designation
      Laith G. Pharaon	Non-Executive Director
      Wael G. Pharaon	Non-Executive Director
      Shuaib A. Malik	Non-Executive Director / Chairman
      Abdus Sattar	Non-Executive Director
      Shamim Ahmad Khan	Independent Director
      Agha Sher Shah	Independent Director
      Mohammad Haroon	Independent Director
      Babar Bashir Nawaz	Chief Executive Officer / Alternate Director

      Major Shareholders: Based on the audited accounts for the period ended 30 June, 2024

      Major Shareholders	Number of Shares	Percentage of Paid-up Capital
      Pharaon Investment Group Limited (Holding) S.A.L. Lebanon	115,526,349	84.06 %

   2. Total number of issued shares of the Target Company:

      137,426,961 Ordinary Shares of PKR 10/- per share.

   3. Date of listing and offer price at the time of initial public offering:

      Date of listing: Not Available Offer Price: Not Available

   4. Opening price at securities exchange at time of listing:

      Not Available

   5. Share price quoted on the securities exchange one day before the public announcement of intention.

      PKR 300.13 per share

   6. 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 303.56 per share

   7. Financial position/performance of the Target Company for the last five years including profit/loss after tax, earning per share, pay-outs.

Source: Financial Statements of Attock Cement Pakistan Limited Any questions about this announcement can be directed to: Manager to the Offer:

Best regards,