Disclosure under Regulation 5 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeover) Regulations, 2017 (Regulations)

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Ref # ComSec/SBP/012/2026 February 19, 2026

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building Stock Exchange Road Karachi 74000

("PSX")

Disclosure under Regulation S of the Listed Companies (5ubstantJal Acquisition of

Voting Shares and Takeoverl Reeulafions, 2017 ("Reeulafions")

Dear Sir,

It is hereby informed that Samba Bank Limited has received firm intennon pursuant to public announcement of intention from Najd Gateway Holding Company ("Acquirer") through its Manager to the offer M/S Arif Habib Limited, to acquire 852,040,531 voting shares represennng 84.5196 of the paid-up capital of Samba Bank Limited beyond the thresholds prescribed under Section 111 of the Securities Act, 2015. This intention has been notified to the Board of Directors of Samba Bank Limited on February 18, 2026 and remains subject to requisite regulatory approvals, diligence, and execution of definitive agreements.

PSX is requested to make the above information immediately available to the shareholders of Samba Bank Limited under Regulation 5(1) by placing it on the notice board and through notification on the automated information system and make an announcement on the house of PSX.

Company Secretary

Cc: Executive Director Securities Market Division

Securities & Exchange Commission of Pakistan NIC Building, Jinnah Avenue,

Islamabad

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Head Office, Sth Floor Sldco Avenue Centre. klaulana Deen Muhammad Wafai Road Karachi

*92-2t 3824642Z ] 11 11 SAMBA 72622) ] waw.samba.com.px ' "

February 1&', 2026

Executive Director

Public Offering & Regulated Persons Department Securities Market Division

Securities and Exchange Commission of Pakistan NICBuilding, Jinnah Avenue

Islamabad

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Karachi

The Chief Executive

Samba Bank Limited

1st Floor, 19-SaIeem Plaza, Blue Area, Jinnah Avenue, Islamabad

Subject: Public Annauncement of Intention bv Naid Gateway Holding Company to acquire aeeroximately84.5136 of the ordinary shares of Samba Bank limited

Dear Sir(s),

We, Arif Habib Limited, have been appointed as the A4anager to the Offer by 'Na/d Gateway Holding Company' (hereinafier referred to as the "Acquirer"), in accordance with the provision of the Securities Act 2015 and the Usted Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2D17.

On behalf of the Acquirer, we are pleased to submit Public Announcement of Intention to acquire approximately 84.51 voting shares and control of Samba Bank Limited (the target Company") by the Acquirer.

The Public Announcement of Intention shall be published in one English and one Urdu language newspaper within two working days of the announcement.

Please find enclosed a copy of the Public Announcement of Intention. You may contact the undersigned for any additional information or clarification.

For and on behalf of Arif Habib Limited (Manager to the Offer)

Yours faithfully

Manag" g Director,

Investment Banking bentBanking

Head Office / Corporate ONice: Arif Habib Centre, 23 M.T. Than Road, Karachi I UAN: e92 21 111 245 111 | Fax: •92 21 3242 9653 Lahore OffiCe: Office No. G-5 & G-6, Ground Floor. LTE Pia2a, 19, Khayaban-e-Aiwan-e-Iqbal. Lahore. I Tel: •92 42 3631 37g0 - 11, 3631 3741 - 44

Islamabad Office: Office No. 506. Sth Floor ISE Towers, Jinnah Avenue, Islamabad I Tel: +92 SI 289 4505 - 06 Peshawar offlce: F16-F17, 1st Floor, The Mall Tower. Peshawar Cantt l Tel: +92 91 S2S3913

Fatsalabad Office Office No. 04, 3rd Floor, Legacy Tower. Kohinoor City, Falsalabad. [Tel G92 41 853 1010-3 Multan Office- Office No. 05, 3rd Floor, The United Mall, Plot No. 74, abdali Road, Multan. I Tel: +st st 4S14412 csonline@arifhabibltd.com l www.arifhabibItd.com I www.ahItr¥de.com

TREC Holder of the Pakistan stock Exchange Ltd. I eranch Reg No. eOA-050 / 01

NAJD GATMAY HOLDING COMPANY

OF

Admonishment: J/uo.xc no/e ///o/ the puhlic annnuncenienl o{ inienii‹›n Io uc‹)uire vuiiny share.s/rorilrol o[.Samba Blink Liiiiiied i.s suhjecl to obtaining the requisite regulatury approvals. The public announcement o}' intention may lie v ithJrawn, if the requisife uyprovals urea nof grrin/eJ lay the concernc•d regulatory authority (res).

Part A

Brief description of the intended acquisition -

The Acquirer intends to acquire appi oxiiriately 84.5 I % shareholding and control in the Target Company. Public Offer shall be made in accordance with Regulation 14 of the listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations").

1. Information about the acquirer

   1. Name(s) and address(es) of acquirer along with persons acting in concert, if any. Name: Najd Gateway Holding Coinpany

      Address: 828.1 Ibn Rawaha Road, Hittin District, Postal Code 3318-13514 Riyadh, Kingdom of Saudi Arabia

      The acquirer will not be actin6 i» concert with any person.

      
      
      

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      htAjD GAtEWAY +JOLDING COK'IfiANY

   2. Name(s) of the ultimate acquirer or the ultimate coiztrolliizg sharelioldei.

      His Higlwiess Prince Mansour bin Moliairrned S. Al Sattd

      (e) 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

      1. Principal areas of business of the acquirer and relevant experience

         Najd Gateway Holding is a privately held investment and holding company engaged in stratesic investments, cross-border partnerships, and long-tern capital deployment across diversified sectors, including infrastructure, financial services, energy, and industrial projects.

         The Acquirer's principals possess substantial expei ieriee in sti'ucttiring and executing cross-border transactions, institutional investments, and regulated-sector engagements. Through its leadership and associated netwoi ks, the Acquirer has been actively involved in facilitating commercial and investment linkages between the Kingdoir of Saudi Arabia and Pakistan.

         The proposed transaction reflects the Acquirer's strategic objective of participating in a regulated financial institution of system ic importance, with the intention of supporting long-term stability, governance standards, and capitai strength. Subject to regulatory approvals, the Acquirer envisages the investment as a cornerstone platform for fostering enhanced financial cooperation and institutional linkages between Pakistan and the Kingdoin of Saudi Arabia.

      2. In case the aequii er is a company:

         1. Names of the chief executive and director's of the company(s);

            Name	Designation
            HH Prince Mansour bin Mohammed S, Al Satid	Chairman

         2. Names of substantial sharehoiders ofthe coinpany.

            Name	Shareholding Percentage
            HH Prince Mansour bin Mohammed S. Al Sand	100%

         3. Date of incorporation: 18'" of January 2024
         4. Jurisdiction of incorporation: finnited liability company incorporated pursuant to the laws of Saudi Arabia
            
            

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            NAjD GATEWAY HOLDING COKtPANY

      3. Detail of companies. where the intended acquirers) hold more than thrty percent voting shares:

         Name of Company	Registration No.	Nature of company	Nature of business	Jurisdiction of ineoi poration	Description held control
         FELZA	1010992604	Unlisted Private	Mining & Minerals	Kingdoir of Saudi Arabia	100%
         Najd Gateway Agriculture			agriculture

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

         1. His Highness Prince Mansour bin Moliaiiiined S. Al Sand, Passport no.: D180263,

            Riyadh, Saudi Arabia

         2. 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:

            Name of Company	Regtitration No.	Nature of company	Nature of business	Jurisdiction of incorporation	Description heldeontrol
            Najd Gateway Holding Companv	1010992604	Unlisted Private	Investment Holding	Kingdom of Saudi Arabia	100%
            FELZA			Mining & Minerals
            Najd Gateway Agriculture			Agriculture
            Najd Gateway Agriculture Company (SMC-Private) limited	0304336	Unlisted Private	Agriculture	Pakistan	100%

      5. Details of any existing holding of voting rights in the target company;

      6. Which the acquirer owns or over which it has control or direction;

      Not Applicable

      1. Which is owned or controlled or directed by any per son acting in concert with the of acquit er;

         Not Applicable

         
         
         

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         NAJD GATMAY HOLDING COMPANY

      2. In respect ofwhich the acquirer or airy person acting in concert wlth hire 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.

      Not Applicable

      (i) 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.

      Subject to completion of due diligence and ieeeipt of all requisite regulatory approvals

      
      
      
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.

      1. Name: Samba Bank Minited
      2. Directors:

         S No.	Name of Directors	Position
         1	Mr. Mustafa llyas	Chairman /Noi -Executive Director
         2	Mr. Fahad A. AlHunaiti	Non-Executive Director
         3	Mr. Mazen Ali AlDhabi	Non-Executive Director
         4	Ms. Kholood Khalid Al-Khelaiwi	Non-Executive Director
         5	Mr. Hafiz Mohammad Yousaf	Independent Director
         6	Mr. Javed Kureishi	Independent Director
         7	Mr. Slzzfqaat Ahmed	lndependent Director
         8	Ms. Zeeba Ansar	Independent Director
         9	Mr. Rashid Jahangir	Acting President & CEO / Executive Director

      3. Major shareholders:

         S No.	Shareholder Name	Shares	Shareholding Percentage
         1	The Saudi National Bank	852,040.531	84.51%
         2	Mr. Shujaat Nadeem	59.832,424	5.93%

   2. Total number of issued shares of the company.

      Total nuiriber of issued shares of the Tai get Company: 1,008,238,648 ordinary shares of PKR 10 each.

   3. Date of listing and offer price at the time of initial public offering Date of listing: 4"' August 2003

      Offer price: Not available

      
      
      

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      NAjD GATMAY HOLDING COSSPANY

   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 w.teatiou.

off

The share price of the Tarsret Company at the close of the market hours on 17 February ?026 was PIN 14.39 per »hare.

The weighted average share price as quoted on the securities exchange during m eng-eight days I*81 days preceding the date oLpmbñc announcement of intention.

The weighted average share price of the Target Company during tweury-eight days t28) preceding the date of public announcement of intention v as PKR 14.609* ** per share.

' Volume weighted average share price of Samba Bank Limited for the period from * 1" Jauxiary 2026 to 17 February 2026 (Source: Bloomberg J

(g) Financial position/performance of the company for the last five years, including profit/loss afier tax, earning per share, payouts.

Source. Financial $/of«men/.s of Samba Dank Limited

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

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NAjD MTEWAY HOLDING COMPANY

Yours Sincerely,

For and on Behalf of Najd Gateway Holding Compan7

His Highness Prince Mansour bin Mohammed S. Al Saud Chairman

L_ a I t I - NI +966114840898:p,ñ R

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