Public Announcement of Intention to acquire shares and control of Pioneer Cement Limited by Maple Leaf Cement Factory Limited

November 13, 2025

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building, Stock Exchange Road, Karachi

Executive Director

Public Offering and Regulated Persons Department Securities Market Division

Securities and Exchange Commission of Pakistan

NIC Building, Jinnah Avenue, Blue Area, Islamabad

Mr. Talha Saif Company Secretary

Pioneer Cement Limited

64-B/I, Gulberg-III Lahore

Subject:

Dear Sir(s),

Public Announcement of Intention to acquire 58.03% shares and control of Pioneer Cement Limited by Maple Leaf Cement Factory Limited under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017

On behalf of our Client, Maple Leaf Cement Factory Limited (herein referred to as the "Acquirer" or the "Client"), we Next Capital Limited, hereby submit the Acquirer's Public Announcement of Intention to acquire S8.03% shares and control of Pioneer Cement Limited ("Target").

The Public Announcement of Intention is intended to be published in one English and one Urdu newspaper on

November 17, 2025; a copy will be submitted to your office accordingly.

Kindly note that Next Capital Limited has been appointed as Manager to the Offer by the Acquirer in accordance with regulation 6(1) of the Listed Companies (Substantial Acquisition of /oting $hares and Takeovers) Regulations, 2017.

Should you require further information, feel free to contact the undersigned.

Sincerely,

For and on behalf of Next Capital Limited

Aamna Rasheed

Senior Analyst, Investment Banking

+92 21 111 d39 825 2'° Floor Imperio I Court Building, Dr. Ziauddin Ahmed Road, Karachi

-92 ^.2 37J3 5843 6 b3-A, Agora Eden Cir, DEA, those 8, Lohore

cx/w. nextcapital.com.p£

Maple Leaf Cement Factory

Limked

42, Lawrance Road, Lahore (Pakistan) Phones: +9242-36278904-5, Fax: +92-42-36373067, Email: mlcfl@kmlg.com

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE UP TO 58.03% SHARES AND CONTROL OF

PIONEER CENENT LIMITED

BY

(THE "ACQUIRER")

PartA

Brief description of the intended acquisition:

Intended acquisition through

Agreement(s) Public ofter

Number of shares

Up to 131,820,554

Up to 26, 623,096

Percentage

Up to 58.03%

Up to 11.72%

Part B

1. Information about the acquirer•

   1. Name(s) and address(es) of acquirer along with persons acting in convert, if any:

      Name Address

      Maple Leaf Cement Factory Limited ("MLCF") 42 - Lawrence Road, Lahore Naple Leaf Capital Limited ("MLCL") 42 - Lawrence Road, Lahore

   2. Name(s) of the ultimate acquirer or the utimate controling sharehoder:

      Mr. Taufique Sayeed Saigol

      fi4ra. Shehla Tariq Saigot

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

      Name Address

      Next Capital Limited 2 Floor Imperial Court Building, Dr. Ziauddin Ahmed Road, Karachi, Pakistan

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

      MLCF is a flagship company of the Kohinoor Maple Leaf Group, a well-established Pakistani conglomerate with interests in textiles, cement, capital markets, and healthcare. MLCF

      Maple Leaf

      Cement Factory

      Limited

      42, Lawrance Road, Lahore (Pakistan)

      Phones: +92-42-36278904-5, Fax: +92-42-36373067, Email: mlcfl@kmlg.com

      
      
      

      operates Pakistan's largest single-site cement facility, comprising four grey-cement production lines and one white-cement line, with a total installed clinker capacity of 7.8 milion tons per annum.

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

      1. Names of the chief executive and directors of the companyfs1-

         
         
         

         Name

         Mr. Tariq Sayeed Saigol

         Mr. Sayeed Tariq Saigol

         Mr. Taufique Sayeed Saigol Mr. Waleed Tariq Saigol Mr. Danial Taufique Saigol Ms. Jahanara Saigol

         Nr. Syed Mohsin Raza Naqvi

         Mr. Shafiq Ahmed Khan

         II r. Zulfikar Monnoo

         Designation

         Chairman

         Chief Executive Officer

         Director Director Director Director Director Director Director

         
         
         

         Name

         Kohinoor Textile Mills Limited

         1. Date of incorpcrntion:

            Sharehotdin Percentage

            57.90%

            April 13, 1960

         2. Jurisdiction of incorporation

            Karachi, Pakistan

         3. Authorized and patd-up capital:

         
         
         Authorised Capital

         Ordinary shares of Rs 10 each

         Redeemable cumulative preference shares of Rs.10 each

         Paid up Capital

         Ordinary shares of Rs 10 eac h

         PKR

         14, 000, 000, 000

         1, 000, 000, 000

         PKR 10,475,626,080

   6. Detail ot companies, where the intended acquirer(s) hold more than thir•ty percent voting shares:

      Nameot Company

      Maple Leaf

      Nature Registration {listed/ No. unlisted/

      Private)

      e

      Description field Nature of Jurisdiction of controlYmore business incorporation than thirty %

      shares or both

      To produce

      Limited

      Novacare

      ' 0095705 Unlisted

      and supply Lahore electricity

      1 00.00 %

      Hospitals (Private) 0226010 Umisted

      Healthcare Islamabad 99.99%

      Limited

      Agritech Limited 0001061 Listed

      Fectilizezs Lahofe 33.66%

      Maple Leaf Cement Factory

      Limited

      42, Lawrance Road, Lahore (Pakistan)

      Phones: +92-42-36278904-5, Fax: +92-42-36373067, Email: mlcfl@kmlg.com

      
      
      

   7. Information about ultimate beneficial owner of the intended acquirer(s):

      1. Nome(s) of the natural person(s), CNIC/Passport Number, nationalitv and address of

         
         
         

         Name

         CNIC Nationaity Address

         Mr. Taufique Sayeed Saigol 37405-0436841 -7 Pakistani

         Mrs. Shehla Tariq Saigol 35202-71 121 1 0-2 Pakistani

         House No.01, Kohinoor Colony, Peshawar Road, Rawalpindi

         12-Main Gulberg, Lahore

      2. Name of Company	Registration No.	Nature (listed/ unlisted/ Private)	Nature of business	Jurisdiction of Incorporation	Description hetd control/more than thirty 9' shares or both
         Kohinoor Textile hdills Limited	0002805	Listed	Textile Composite	Lahore	76.0550%
         II aple Leaf Power Limited	0095705	Unlisted	To produce and supply electricity	Lahore	44.7755%
         Novacare Hosp'it lS (Private) Limited	022601 0	Unlisted	Healthcare	Islamabad	44.7 755%
         Naple Leaf Capital Limited	0088025	Unlisted	Investment iFT securities	Lahore	74.7553%
         Mercury Management Inc.	99697	Foreign Company	Investment Company	BVI	1 00.00 %
         Hutton Properties Limited	510616	Foreign Company	Investment Company	BVI	1 00.00%

   8. Details of any existing hoding ot voting rights in the target company:

      
      
      

      Name

      Maple Leaf Cement Factory Limited

      Number of Shares

      17,321,046

      Percentage of Paid-up Capital

      7.63%

      Maple Leaf Cement Factory

      Limited

      42, Lawrance Road, Lahore (Pakistan)

      Phones: +92-42-36278904-5, Fax: +92-42-36373067, Email: mlcfl@kmlg.com

      
      
      

      1. which is owned oT controlled or directed hv any person actinp in oonoert with the of acquirer:

         Name

         Maple Leaf Capital Limited

         Relationship with Acquirer Associated Company

         Director

         Number of Shares

         Percentage of Paid-up Capital

         24,609,001

         10.8 3%

         Mr. Waleed Tariq Saigol

         152, 000

         0.07%

         
         
         

      2. in resnect of which the acquirer or any person actine in concert with him has recaived

      
      
      

      acouirer or any person actinp in concert with..him holds ari option to purchase or

      warrants or other convertible securities:

      None.

   9. Alt 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, completion of due Diligence, finalization of acquisition terms, execution of appropriate agreement(s), and receipt of alt regulatory and corporate approvals, where required. The minimum level of acceptance,

i.e. number and percentage shares, to which the offer is su bject, if any, will be specifies in the public offer.

PART C

1. 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: Pioneer Cement Limited

      Directors:

      
      
      

      Name

      Mr. Aly Khan

      Mr. M. Habibullah Khan

      Mr. Mohammed Aftab Alam

      Mirza Ali Hasan Askari Mr. Doraib A Kisat

      Ms. Aleeya Khan

      Mr. Manzoor Ahmed

      NENT PLANTS: ISKANDERABAD DISTT., M!ANWALI

      PAKISTAN TEL. 0459-392237-38 FAX: 0459-392325-392239

      
      
      

      Sheikh Javed Elahi

      Designation

      Chairman of the Board - Non-Executive Director Chief Executive Officer - Executive Director Non-Executive Director

      Non-Executive Director Non-Executive Director Non-Executive Director

      Independe nt Director - Non-Executive Director Independent Director - Non-Exec utive Director

      Maple Leaf Cement Factory

      Limited

      42, Lawrance Road, Lahore (Pakistan) Phones: +92-42-36278904-5,Fax: +92-42-36373067, Email:mlcfl@kmlg.com

      
      
      

      Major Shareholders:

      Name

      VISION HOLDING MIDLE EAST LIMITED

      Number of Shares

      106,863,193

      Percentage of Paid-up Capital

      47.05%

      
      
      

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

      227,1 48,793 ordinary shares of PKR 1 0/- per share.

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

      Date of Listing September 15, 1992 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 221.98/- per share, at the close of November 12, 2025.

   6. The weighted average share price as quoted on the securities exchange during twenty-eight (2B) days preceding the date of pubie announcement of intention:

      PKR 221.57/- per share, from October 16, 2025 to November 1 2, 2025.

   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 Pioneer Cement Limited and website of Pakistan Stock Exchange

Limited.

Maple Leaf

Cement Factory

Limited

42, Lawrance Road, Lahore (Pakistan) Phones: *92-42-36278904-5, Fax: +9242-36373067, Email: mlcfl@kmlg.com

All queries and correspondence relating to this announcement may be addressed to the Manager to the Offer at the following address:

Next Capital Limited Investment Banking Team

2"° Floor Imperial Court Building, Dr. Ziauddin Ahmed Road, Karachi, Pakistan, +92 21 111 -639-825

Best regards,

For and on 6e/jail of Mapte Leaf Ifiement Factory Limited

Nam : Syed I"1ohsin aza aqvi

Des" nation- Director