ADVICE FOR INVESTORS

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY R EAD THE CONTENT S OF THIS PROSPECT US, ESP EC IALLY THE RIS K FACTORS GIVEN AT PARA 4.10 BEFOR E MAKING ANY INVESTMENT DECISION S UBMISS IO N OF FICT IT IO US AND MULTIPLE APPLIC ATIO NS (MO RE THAN ONE APPLICATIO NS BY S AME PERS ON ) IS PRO HIBITED AND S UCH APPLICATIONS MONEY IS LIAB LE TO CO NFIS CATION UND ER S ECTION 18A OF THE S ECURIT IES AND EXCHANGE O RDINANCE, 1969

Safe Mix Concrete Products Limited

PROSPECTUS
FOR ISSUE OF 10,000,000 ORDINARY SHARES AMOUNTING TO PKR 125 MILLION ONLY (50% OF THE TOTAL PAID UP CAPITAL) OF SAFE MIX CONCRETE PRODUCTS LIMITED AT AN ISSUE PRICE OF PKR 12.5/- PER SHARE (INCLUSIVE OF A PREMIUM OF PKR 2.5/- PER SHARE) OUT OF TOTAL PAID UP CAPITAL OF PKR 200 MILLION DIVIDED INTO 20 MILLION ORDINARY SHARES OF PKR 10 EACH Subscription list will open Insha-Allah at the commencement of bank ing hours on February 12, 2010 an d will close on February 13, 2010 at the close of bank ing hours

Advisor & Arranger

Lead Underwriter

Other underwrite rs include: Allied Bank L imited Saudi Pak Industrial & Agricultural Investment Company Limited Elixir Securities (Pvt.) P akistan Invisor Securities (Pvt.) Limited Cassim Investments (Pvt.) L imited
The date of publication for this Prospectus is February 01, 2010
0

Prospectus GLOSSARY OF TECHNICAL TERMS & ABBREVIATIONS CDA CDC/CDCPL CDS CNIC Commission / SECP COD FED FDI GOP IPO ITO KSE KVA m Ordinance PACRA PKR RCC SMCPL or the Company WHT Central Depository Act, 1997 The Central Depos itory Company of Pakistan Limited Central Depository System Computerized National Identity Card Securities and Exchange Commission of Pakistan Commercial Operations Date Federal Excise Duty Foreign Direct Investment Government of Pakistan Initial Public Offer Income Tax Ordinance, 2001 Karachi Stock Exchange (Guarantee) Limited Kilo Volt Ampere Cubic meter The Companies Ordinance, 1984 The Pakistan Credit Rating Agency Limited Pakistani Rupee Roller Compacted Concrete Safe Mix Concrete Products Limited Withholding Tax

Prospectus TABLE OF CONTENTS

Section
Part 1 Part 2 Part 3 Part 4 Part 5 Part 6 Part 7 Part 8 Part 9 Part 10 Part 11

Content
Approvals and L isting on the Stock Exchanges Share Capital and Related Matters Commissions, Brokerage and other Expenses History and Prospects Financ ial Information Management and Related Matters Miscellaneous Information Application and Transfer Instructions Signatories to the Prospectus Memorandum of Association Application Form

Page No .
03 05 13 15 24 30 35 40 44 45 61

Prospectus PART 1 1. 1.1 APPROVALS AND LISTING ON THE STOCK EXCHANGES APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities & Exchange Commission of Pakistan (the Commission or the SECP) as required under Section 57(1) of the Companies Ordinance, 1984 (the Ordinance) has been obtained by Safe Mix Concrete Products Limited for the issuance, circulation and publication of this Prospectus. It must be distinctly understood that in giving this approval, the SECP does not take any responsibility for the financial soundness of any scheme stated herein or for the correctness of any of the statements made or opinions expressed with regard to them. The SECP has not evaluated the quality of the issue and its approval of the Prospectus should not be construed as any commitment of the same. The public/investors should conduct their own independent investigation and analysis regarding the quality of the issue before subscribing. 1.2 CLEARANCE OF THE PROSPECTUS BY THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED

The Prospectus has been cleared by the Karachi Stock Exchange (Guarantee) Limited (KSE) (hereinafter referred to as the Stock Exchange), in accordance with the requirements under their respective Listing Regulations. While clearing this Prospectus, the Stock Exchange neither guarantee the correctness of the contents of the Prospectus nor the viability of the Safe Mix Concrete Products Limited (SMCPL or the Company). The Stock Exchanges have not evaluated the quality of the issue, and clearance of the Prospectus should not be construed as any commitment in respect of the same. The public/investors should conduct their own inde pendent investigation and analysis regarding the quality of the issue before subscribing. 1.3 FILING OF THE PROSPECTUS REGISTRAR OF COMPANIES AND OTHER DOCUMENTS WITH THE

The Company has filed with the Registrar, Companies Registration Office Karachi, as required under Section 57(3) and (4) of the Companies Ordinance 1984, a copy of this Prospectus signed on behalf of the Company, along w ith the following documents attached thereto: a) Letter dated 26 November, 2009 from the Auditors of the Company, KPMG Taseer Hadi & Co., Chartered Accountants, consenting to the publication of their names in the Prospectus, which contains in Part 5 certain statements and reports issued by them as experts (for which consent has not been withdrawn), as required under Section 57(5) of the Ordinance. Copies of Material Contracts and Agreements mentioned in Part 7 of this Prospectus as required under Section 57(4) of the Ordinance. Written confirmations of the Auditors of the C ompany, the Legal Advisor to this Issue and Bankers to this Issue, mentioned in this Prospectus consenting to act in their respective capacities, as required under Section 57(5) of the Ordinance. Consents of Directors and Chief Executive of the Company who have consented to their respective appointments made and their having been named or described as such D irectors and
3

b) c)

d)

Prospectus Chief Executive in this Prospectus, as required under Section 57(3) of the Ordinance, read with sub-clause (1) of clause (4) of Section 1 of Part 1 of the Second Schedule to the Ordinance. 1.4 LISTING AT THE KSE

Application has been made to the KSE for permission to deal in and for quotation of the shares of the Company. If for any reason, the application(s) for formal listing is/are not accepted by the Stock Exchange, the Company undertakes to publish immediately in the press a notice to that effect and thereafter to refund the application money to the applicants in pursuance of this issue, as required under Section 72 of the Ordinance.

Prospectus PART 2 2. 2.1 SHARE CAPITAL AND RELATED MATTERS SHARE CAPITAL Face value (PKR) AUTHORIZED Ordinary shares of PKR 10/- each ISSUED, SUBSCRIBED & PAID UP CAPITAL 10,000,000 Issued for cash of PKR 10/- each 10,000,000 Total The existing issued, subscribed & paid up capital of the Company is held as follows: Sponsors/ Directors Sir Anw ar Pervez Syed Yawar Ali Mr. Bashir H. Ali Mohammad Mr. Arif Habib Mr. Muhammad Asim T iw ana Syed Maratib Ali Mr. Ziad Bashir Mr. Nasim Beg 100,000,000 100,000,000 100,000,000 100,000,000 Premium (PKR) Total (PKR)

No. of shares

25, 000,000

250,000,000

250,000,000

1,503,534 3,052,174 3,052,174 1,338,144 1,052,474 500 500 500

15,035,340 30,521,740 30,521,740 13,381,440 10,524,740 5,000 5,000 5,000 100,000,000

15,035,340 30,521,740 30,521,740 13,381,440 10,524,740 5,000 5,000 5,000 100,000,000

10,000,000 Total PRESENT ISSUE The present Issue is being made at an Issue price of PKR 12.5/- per ordinary share of PKR 10/-each (inclusive of a premium of PKR 2.5/- per share), as under: 10,00,000 General Public 10,000,000 Total 20,000,000 GRAND TOTAL Notes:

100,000,000 100,000,000 200,000,000

25,000,000 25,000,000 25,000,000

125,000,000 125,000,000 225,000,000

As per para 3(I)(iv) of the Companies (Issue of Capital) Rules, 1996, the Sponsors shall, at all times, retain at least twenty five percent (25%) of the capital of the Company; The Company shall submit progress report on utilization of the proceeds of the issue on monthly bas is till its full utilization.
5

Prospectus The shares issued at par value to existing shareholders/investors of the Company shall not be saleable and transferable for a period of two years from the date of public subscription; As per Regulation No. 6(A)(7)(i) of the KSE, sponsors shareholding in excess of 25 percent shall not be saleable for a period of six months from the date of public subscription. OPENING AND CLOSING OF THE SUBSCRIPTION LIST

2.2

The subscription list will InshAllah open at the commencement of banking hours on February 12, 2010 an d will close on February 13, 2010 at the close of banking hours. 2.3 INVESTOR ELIGIBILITY

Eligible investors include Pakistani citizens res iding in Pakistan, companies, bodies corporate or other legal entities incorporated or established in Pakistan (to the extent permitted by their constitutive documents and existing regulations as the case may be); provident/pension/gratuity funds/trusts (subject to the terms of their T rust Deed and existing regulations) and branches in Pakistan of companies and bodies corporate incorporated outs ide Pakistan. 2.4 MINI MUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF THE PUBLIC PORTION OF THE ISSUE The basis and conditions of allotment to the general public shall be as follow s: a) b) c) d) Application for shares below the total value of PKR 6,250 shall not be entertained. The minimum amount of application for subscription of 500 ordinary shares is PKR 6,250. Applications for shares must be made for 500 shares or in multiples of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected. SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATIONS BY SAME PERSON) IS PROHIBITED AND SUCH APPLICATIONS` MONEY SHALL BE LIABLE TO CONFISCATION UNDER SECTION 18-A OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969. If the shares to be issued to the general public are sufficient for the purpose, all applic ations shall be accommodated. If the shares applied for by such applicants are in excess of the shares Offered, the distribution shall be made by computer balloting, in the presence of the representative(s) of KSE in the following manner: (i) If all the applications for 500 shares can be accommodated, then all such applic ations s hall be accommodated first. If all applications for 500 shares can not be accommodated then balloting will be conducted among applications for 500 shares only. (ii) If all the applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares can not be accommodated then balloting will be conducted among applications for 1,000 shares only. (iii) If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If
6

e) f)

Prospectus all applications for 1,500 shares can not be accommodated then balloting will be conducted among applications for 1,500 shares only. (iv) If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all applications for 2,000 shares can not be accommodated then balloting w ill be conducted among applications for 2,000 shares only. (v) After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the follow ing manner: (a) If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on prorate basis. (b) If the remaining shares are not sufficient to accommodate all the remaining applications for over 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares each to the successful applic ants. g) If the Issue is over subscribed in terms of amount only, then allotment of shares shall be made in the following basis : (i) First preference w ill be given to the applicants who applied for 500 shares; (ii) Next preference will be given to the applicants who applied for 1,000 shares; (iii) Next preference will be given to the applicants who applied for 1,500 shares; and then (iv) Next preference will be given to the applicants who applied for 2,000 shares. h) i) j) After allotment of the above, the balance shares, if any, shall be allotted on a pro-rata basis to the applicants who applied for more than 2,000 shares. Allotment of shares w ill be subject to scrutiny of applications for subscription of shares. Applications, which do not meet the above requirements, or applications which are incomplete, will be rejected. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

2.5

The Company shall take a dec ision within ten (10) days of the closure of subscription list as to which applications have been accepted or are successful and refund the money in cases of unaccepted or unsuccessful applic ations w ithin ten (10) days of the date of such decis ion, as required under Section 71 of the Ordinance. As per sub-section (2) of Section 71 of the Ordinance, if refund as required under sub-section (1) of Section 71 of the Ordinance is not made w ithin the time specified therein, the Directors of the Company shall be jointly and severally liable to repay that money with surcharge at the rate of one and a half percent for every month or part thereof from the expiration of the 15 th day and, in addition, to a fine not exceeding five thousand rupees and in case of continuing offense to a further fine not exceeding one hundred rupees for every day after the said 15 th day on which the default continues. Provided that a Director shall not be liable if he/she proves that the default in making the refund was not due to any misconduct or negligence on his/her part.

Prospectus 2.6 MINI MUM SUBSCRIPTION FOR ALLOTMENT

The minimum subscription on which the directors will proceed to allot shares is Rupees 125,000,000 which has been fully underwritten, and in the opinion of the directors, must be raised in order to raise the capital required to the Company. 2.7 ISSUE AND DISPATCH OF SHARE CERTIFICATES

The Company w ill dispatch share certificates to successful applicants through their Bankers to the Issue or by crediting the respective C entral Depos itory System (CDS) accounts of the successful applicants within thirty (30) days of the close of public subscription, as per Listing Regulations of KSE. Shares w ill be issued either in scrip-less form in the CDS or in the s hape of physical scrips on the bas is of option exercised by the successful applicants. Shares in the phys ical form shall be dispatched to the successful applicants through their Bankers to the Issue whereas scrip less shares shall be credited through book entries in the respective accounts maintained with the Central Depository Company of Pakistan Limited (CDCPL). The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the relevant columns of the Application Form. In order to exercis e the scrip-less option, the applicant(s) should have CDS account at the time of subscription. If the Company makes a default in complying with the above requirements, it shall pay to the Stock Exchanges a penalty of Rupees 5,000 per day for every day during which the default continues. The Stock Exchanges may also notify the fact of such default and the name of the Company by notice and also by publication in the Ready-Board Quotation of the Stock Exchanges. The name of the Company be notified to the members of the Stock Exchanges and placed on the web sites of the Stock Exchanges. 2.8 TRANSFER OF SHARES (a) Physical Scrips Under the provis ions of Section 77 of the Companies Ordinance, 1984, the Directors of the Company shall not refuse to transfer any fully paid share unless the transfer deed is, for any reason, defective or invalid. Provided that the Company shall within 30 days from the date on which the instrument of transfer was lodged with it, notify the defect or invalidity to the transferee who shall, after the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the Company. (b) Transfer under book entry system The shares maintained with the CDS in the book entry form shall be transferred in accordance with the provis ions of the Central Depos itories Act, 1997 and the CDC Regulations.

Prospectus 2.9 SHARES ISSUED IN PRECEDING YEARS

An aggregate of 100,000,000 fully paid ordinary shares of the face value of PKR10/- each have been issued till November, 2009. The details are as follow s: No of shares 10 6,999,900 3,000,000 10,000,000 Par value (Rupees) 10 10 10 Amount (Rupees) 100 69,999,000 30,000,000 100,000,000 Consideration Cash Initial Subscription Cash Cash Date of issue March 2005 14 Feb 2006 06 Nov 2009

No shares have been issued or agreed to be iss ued for cons ideration ot her than cas h.

2.10

PRINCIPAL PURPOSE OF THE PUBLIC ISSUE

The principal purpose of the public issue is to rais e funds to finance the existing operations of the Company i.e. purchase of machinery & equipment and to meet the Companys w orking capital requirement. For detail break up please see Para 4.8. Further the management has dec ided to list the shares of the Company on the Stock Exchanges to broaden its investor base. 2.11 INTEREST OF SHAREHOLDERS None of the holders of the issued shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the ordinary shares in the capital of the Company. 2.12 DIVIDEND POLICY The rights in respect of capital and dividends attached to each share are and will be the s ame. The Company in its general meeting may declare dividends but no dividends shall exceed the amount recommended by the Directors. Dividend, if dec lared in the general meeting, shall be paid according to the terms of the provis ions of the Ordinance. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company. No dividends shall be paid otherw ise than out of the profits of the Company for the year or any other undistributed profits. No unpaid dividends shall bear interest or mark-up against the Company. The dividends shall be paid within the period laid down in the Ordinance. 2.13 ELIGIBILITY FOR DIVIDEND The Company in this matter will follow the provis ions of Section 92 (2) of the Companies Ordinance, 1984, which reads as under: The new shares issued by a company shall rank pari-passu with the existing shares of the class to which the new shares belong in all matters, including the right to such bonus or right issue and dividends as may be declared by the Company subsequent to the date of issue of such new shares. The Company has paid 20% cash dividend for the year ended June 30, 2009 to its existing shareholders.

Prospectus 2.14 DEDUCTION OF ZAKAT

Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance, 1980. (XVIII of 1980) as may be applicable from time to time.
2.15 EXEMPTION FROM CAPITAL GAINS Capital gains derived from the sale of listed securities are not liable to income tax pursuant to Clause (110) of Part 1 of the Second Schedule of the Income T ax Ordinance, 2001. T his exemption is presently available up to the income year ending June 30, 2010. 2.16 WITHHOLDING TAX ON DIVIDENDS Dividend distribution to shareholders will be subject to withholding tax at a reduced rate of 10 percent specified in Clause 20 of Part 2 of the Second Schedule to the Income T ax Ordinance, 2001. 2.17 DEFERRED TAXATION Deferred tax is recognized using the balance sheet liability method on all temporary differences between the amounts attributed to assets and liabilities for financial reporting purposes and amounts used for taxation purposes. 2.18 FEDERAL EXCISE DUTY & WITHHOLDING TAX ON SALE/PURCHASE OF SHARES
a)

Federal Excise Duty (FED) of 16 percent is charged on brokerage commiss ion on purchase / sale of shares on a Stock Exchange. Withholding Tax of 0.01 percent on sale/purchase value is charged on the purchase / sale of shares / Modaraba certificates / instruments of redeemable capital.

b)

2.19 JUSTIFICATION FOR THE PREMIUM The premium of PKR 2.5/- per share on the face value of PKR 10/- per share is considered adequately justified, based on the following: Attractive Valuation Based on the discounted cash flow method, the fair value of the scrip works out to be PKR 18.23/share, that offers an attractive discount of 31 percent to the Issue price of PKR 12.50/share.
Valuation summar y Expected return on equity Expected pre tax return on debt Weighted average cost of capital Terminal growth rate Valuation Total equ ity value (PKR in 000's) Outstanding number of shares (in thousand) Fair value per share (PKR) Source: AHL 19% 15% 18% 3% 364,555 20,000 18.23

10

Prospectus Striking demand outlook Contribution of construction to the Gross National Product has grown by Compounded Annual Growth Rate (CAGR) of 21 percent during FY2004-FY2009 1. Despite lower GDP growth in FY2009, construction sector managed to register YoY grow th of 13 percent which highlights the res ilience of the construction sector; The economy is flooded with foreign workers remittance particularly after global financial meltdown. As we have witnessed in the past that expatriates prefer to invest in real estate which paints a rosy picture on the construction canvas of the country The economy is witnessing a rising trend in per capita income which has jumped

from US$ 669 in FY2004 to US $ 1,046 in FY20092, marking an improvement at a 5 year CAGR of 9 percent;
Rising population and rapidly emerging middle and upper middle class is creating

unprecedented housing demand which is likely to keep construction activities buoyant;

Rising trend in the infrastructural development by the government is likely to keep concrete demand robust; There has been a gradual shift from traditional construction s ite concrete manufacturing to modern ready mix concrete due to its uniform material composition, flexible manufacturing site and exquisite quality are rapidly making ready mix concrete the prime choice for the construction companies. Shorter payback period The main objective of IPO is to buy transit mixers and concrete pumps which the Company is currently renting. The Company paid PKR 51 million as rentals during FY2009. After purchas ing the said equipments, the Company is likely to save PKR 51 million per annum that would recover the IPO proceeds in only 2.45 years. Strong sponsors profile of the Company The Company enjoys a strong sponsors profile of seasoned entrepreneurs having diversified expertise in the field of asset management, cement manufacturing, textile compos ite, steel, food and construction etc. Following is a summary of the sponsors and their affiliated companies: Name Mr. Arif Habib Companies Arif Habib Securities Limited Arif Habib Investments Limited Arif Habib REIT Management Lim ited Arif Habib Bank Lim ited Fatima Fertilizer Company L imited Pak Arab Fertilizer Company Limited Aisha Steel Mills Thatta Cement Company Lim ited

1 2

Pakistan Economic Survey 2008-2009 Pakistan Economic Survey 2008-2009

11

Prospectus Sir Anwar Perveiz Bestway Cash & Carry, UK United Bank Limited Bestway Cement Company Limited Mr. Bashir H. Ali Muhammad Syed Yawar Ali Mr. Asim T iwana Gul Ahmed Textile Mills Nestle Pakistan IGI Insurance Kaizen Construction (Pvt) Ltd

12

Prospectus PART 3 3. 3.1 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES UNDERWRITI NG

The issue of 10,000,000 ordinary s hares at an Issue pric e of P KR 12.5/- per s hare (inclusive of a premium of PKR 2. 5/- per share) has been fully underw ritten as under: Names of Underwriters National Bank of Pakistan Allied Bank Limited Saudi Pak Industrial & Agricultural Company L imited Elixir Securities (Pvt.) Pakistan Invisor Securities (Pvt.) Limited Cassim Investments (Pvt.) Limited Total No. of Shares 4,300,000 1,200,000 800,000 1,500,000 1,200,000 1,000,000 10,000,000 Premium (Rupees) 2.5/2.5/2.5/2.5/2.5/2.5/Amount (Rupees) 53,750,000 15,000,000 10,000,000 18,750,000 15,000,000 12,500,000 125,000,000

If, and to the extent, the Shares Underw ritten are not subscribed and paid for in full by the Closing date for the public subscription, the Underwriters in terms of the underwriting agreements w ill, within 15 (fifteen) days of being called upon to do so by the Company, (i) subscribe and take up against full payment in cash or (ii) procure subscribers to subscribe and take up against full payment in cash, the shares remained uns ubscribed subject to the maxim um of the Shares Underw ritten. 3.2 BUY BACK/REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY B UY BACK/RE-PURCHASE AGREEMENT WITH THE SPONSORS OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC ISSUE. ALSO, NEITHER THE ISSUER NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK/REPURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE ISSUER AND ITS ASSOCIATES SHALL NOT BUYBACK/REPURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES. 3.3 UNDERWRITI NG COMMISSION

The underwriters have been paid an underw riting commission at the rate of 2.00 percent of the amount of the Issue underwritten by them. In addition, a take up commission at the rate of 2.00 percent shall be paid to the underwriters on the value of shares required to be subscribed by them by virtue of their respective underwriting commitments. 3.4 COMMISSION TO THE BANKERS TO THE ISSUE

Commission at the rate of 0.50 percent of the amount collected on allotment in respect of successful applicants will be paid by the Company to the Bankers to this Issue for services to be rendered by them in connection with this Public Issue, plus out-of-pocket expenses, if any.

13

Prospectus 3.5 BROKERAGE

Brokerage shall be paid to the members of KSE, LSE and ISE at the rate of 1.0 percent of the value of shares actually sold through them. 3.6 EXPENSES TO THE ISSUE Expenses Rate Amount (PKR)

Underwriting c ommiss ion T ake up commiss ion Bankers to the Issue commission Brokerage commiss ion Cons ultant to the Issue fees Printing, publication KSE listing fee and charges : - Initial lis ting fee - Annual listing fee - Servic e charges CDC fees and depos its SECP application and process ing fees Legal advis or fee Balloters, transfers agents and share registrar fees M iscellaneous costs Total

2.00% 2.00% 0.50% 1.00%

2,500,000 2,500,000 625,000 1,250,000 1,875,000 1,500,000 200,000 50,000 50,000 500,000 100,000 500,000 1,000,000 500,000 13,150,000*

* T hese amounts repres ent t he estimated costs relat ing t o t he s ubs cription am ount, which m ay alter post-IPO.

14

Prospectus PART 4 4. 4.1 4.2 HISTORY AND PROSPECTS THE COMPANY BRIEF HISTORY

Safe Mix Concrete Products L imited (SMCPL or the Company) is one of the pioneer companies providing ready mix concrete for construction projects in Pakistan. T he Company was incorporated on 04 April 2005 as a private lim ited company. Subsequently, it has been converted into public limited company on 21 February 2007. T he principal activity of the Company is production and supply of ready mix concrete, building blocks and construction of prefabricated buildings. The Company has undertaken numerous large scale projects, some of them are as follow ing Lahore Projects Packages Bulleh Shah Bab-e-Pakistan DHA Riya Golf & Country Club Karachi Projects Creek Marina Creek Lodge Dawood Islamic Tower

Nestle Kabirwala factory Mubarak Center Lahore Ring Road

Emaar Crescent Bay Gizri Flyover

The Company is spec ialized in providing high quality ready mix concrete to construction companies at affordable pric es while maintaining topmost quality standards. The Company has come a long way to symbolize commitment, distinction and profess ional excellence by meeting the stringent, demanding and extraordinary requirements of engineering w orks for the last 5 years. Thus, SMCPL is known to have a reputation of delivering supplies in advance w ithout having to comprise on quality. It is the trait that has consolidated trust and confidenc e linking the Company and its business entrepreneurs. Having reputable clientele retention services a benchmark, Safe Mix is a sense of reliance and a symbol of diligent assurance. 4.3 INTRODUCING TO READY MIX CONCRETE

In its basic form, ready mix concrete is a mixture of cement, water, sand and stone (Bajri). The cement, a dry fine powder, is combined w ith w ater to form a paste and then mixed with fine and coarse aggregated (sand and stone) respectively. The cement and concrete used in todays construction is similar to that used by the anc ient Romans. The cement and water form a paste that binds the other materials together as the concrete cures or hardens a process in the etymology of the term itself. The paste which is made of w ater and cement is the foundation or bas is of strength of the concrete. T he paste is quantified by the w ater/cement ratio. The low er the water/cement ratio, the stronger the concrete mix.

15

Prospectus 4.4 READY MIX CONCRETE APPLICATIONS

Ready mix concrete is one of the most versatile materials available to the construction industry. Its application can range from a side walk way or stoop in a res idential home to foundations and floors in an urban high ris e. The following is only a partial list of ready mix concrete applic ations : High strength concrete of consistency Decorative-stamped, colored and exposed aggregate Highway pavements for roads and overpasses Retaining walls, trenches, encas ing for electrical , gas, water, fiber optic lines and cables Grouting of pre-caste concrete slabs 4.5 THE PROCESS Side walks, drivew ays, patios, stoops Foundation and footings for high rises and homes Bridges, tunnels and subways RCC concrete for floors, ceilings and roofs

A ready mix concrete plant, called Batching Plant, produces concrete in as much the s ame manner as a chef prepares a recipe. All the required ingredients/materials i.e. Sand, Stone (Bajri), Cement, Water etc., are stored in holding bins, silos and tanks. Concrete Mix designs are stored in the computer of the Batching Plant by the cubic meter. T he plant has scale to measure the dry quantities and meter to measure the liquids. T he plant discharges the material into the trunk of the plant followed by liquid material and blends them to a spec ific time limit after w hich the mixture is poured into the drum of the truck. T he entire batching or loading process, from the pulling of truck under the plant to the truck leaving from the yard, takes 10 to 15 minutes, depending upon the quantity of order. Production Flow Chart
Order Received Mix des ign fed to plant comput er system Concrete Batched Trans fer to T ransit M ixers Arrival at Client Side

Poured M anually

Poured via Concrete Pump

4.6 4.6.1

THE PROJECT Plant & Machinery

The Company has setup s ix production facilities at different locations in Karachi and Lahore. Production fac ilities are equipped with state of the art batching plants, generators and loaders. The Company also maintains its own transit mixers and concrete pumps but due to increasing demand the Company has to rent a number of mixers and 2 pumps on annual bas is.

16

Prospectus List of Plant and Machinery

No of unit Parti cul ars Make Lah ore New Owne d Batchin g plant Beijing flying international Beijing flying international St etter Simem Arbou Generator Cummins Nippon Cummins Cummins Chines e Con crete pum p Nagata St ationary (sunny) Loader Catter P iller Transit mixe r Niss an Hino Chiller plant Attique Electric Leased Loader Catter P iller Generator Cummins Parkin Catter P iller Rented Batchin g plant Beijing flying international Generating Parkin Spain 1 150 Kva 17 China 1 60M 3 England Spain USA 1 1 1 3 300 Kva 350 Kva 365 Kva 2,070,000 2,650,000 2,699,300 139,845,972 10 Years 10 Years 10 Years Japan Japan 3 2 1 5 11 8,331,809 15,719,576 15 Years 15 Years Old No of unit Karachi New O ld Total no of units

Capacity

Cost

Useful life

China China Germany Italy Italy England Japan England England China

2 1 1 1 1 1 1 1 1 1 5 6

60M 3 30M 3 56M 3 120M 20M

3 3

12,415,000 2,688,000 29,573,601 37,016,958 4,072,005 950,000 475,000 508,700 953,580 189,000

15 Years 15 Years 15 Years 15 Years 15 Years 10 Years 10 Years 10 Years 10 Years 10 Years

250 Kva 37 Kva 175 Kva 125 Kva 10 Kva

China China

1 1

3,260,840 4,996,000

15 Years 15 Years

USA

7,301,596

10 Years

Pakist an

2,095,007

5 Years

USA

1,880,000

10 Years

Prospectus
Chines e Con crete pum p Niss an Mercedes China 1 10 Kva

Japan Germany

1 1

4.6.2

Capacity & utilization

Batching Plants: Available capacity (m3) FY2006 FY2007 FY2008 FY2009 Transit Mixers: Available capacity (m3) FY2006 FY2007 FY2008 FY2009 12,000 30,000 94,500 94,500 Actual production 4,638 13,830 93,902 124,094 Capacity utilization 38.7 percent 46.1 percent 99.4 percent 131.1 percent 48,000 254,400 482,400 770,400 Actual production 4,638 13,830 93,902 124,094 Capacity utilization 9.7 percent 5.4 percent 19.5 percent 16.1 percent

As the capacity utilization is 100 percent, during these conditions, the Company use to rent 4 trans it mixers on annual basis and also takes up 2 to 3 on daily basis if there are large orders to fulfill. 4.6.3 Concrete pumps

Concrete can either be poured at the c lients site manually/conventional method or pumped through truck mounted/stationary pump. This is an additional service provided by the Company. Since its incorporation, the Company has w itnessed an increas e in the demand of pumping by clients. The Company owns 1 mobile pump and 1 stationary pump. However due to the increase in demand, the management dec ided to rent the latest pumps to reduce the risk of loss occurrence due to pump failures during concreting. The Company pays a rent of PKR 2,000,000 m inimum per month for these rented pumps. By owning them the Company will save this cost.

18

Prospectus 4.6.4 Plant location

Given the striking construction outlook, the Company has build s ix concrete plants in strategically positioned s ites in Karachi and Lahore. Facility Walton Road New Air Port Road DHA Phase VI DHA Phase VIII Korangi Industrial Area Yas in Abad 4.6.5 Plant flexibility Capacity m3/ hour 30 60 60 120 56 20 City Lahore Lahore Lahore Karachi Karachi Karachi

It is economically viable to dismantle the concrete plant from one location to another. This characteristic makes the production fac ility flexible enough to transfer at any location where the opportunities exit. So far the Company has dominated its presence in Karachi and Lahore; however, if any attractive opportunity heads up in Islamabad or any other city of the country, the Company has the economic viability to relocate its production facility. 4.6.6 Power facilities

The Company has installed 8 generators on different production facilities out of which 5 are ow ned and 3 are leased, w hich results in lesser dependency on the national transmission grid for its power needs. T he Companys existing installed power capacity is 1,612 KVA. 4.6.7 Availability of raw material

As mentioned in the process above, cement is the chief raw material for the concrete mix which constitutes around 63 percent of the raw material cost and 45 percent of the total manufacturing cost. Cement and other aggregates are readily available in the market besides; the Company has established long term relationships with cement suppliers to ensure timely delivery of the raw material. The Company has the capac ity to store 450 tons loose cement in s ilos and 200 tons in 50kg bags in containers to ensure smooth operations. 4.7 CLIENTELE

Key c lients of the Company are as follows: Lahore Bauer International Packages Limited Maaksons Izhar Group DHA Construction Karachi Sky Construction Maqbool Associates

Bina Puri Condrill Divine Developers Hasnain Cotex Kaizen Construction Principal Builders Engro Pakistan
19

Prospectus Shalimar Construction Railcop Shaikhani group Bahria foundation 4.8 UTILIZATION OF PROCEEDS ACL Machiyara Builders China Beijing Corporation Amreli Steel

The additional cost of machinery to be purchas ed out of IPO proceeds is estimated at PKR 125,000,000. The Company will utilize these proceeds for the purchase of concrete pumps, transit mixers, and to meet its w orking capital requirements. Breakup of the above said is mentioned below: Utilization of proceeds Name of machinery Concrete pumps Transit Mixer Working capital Total Quantity 02 10 Amount (PKR) 65,000,000 40,000,000 20,000,000 125,000,000

The Company shall be buying the required machinery subsequent to public offer through the IPO proceeds. 4.9 SECTOR DYNAMICS

Ready Mix Concrete (RMC) industry is well established in developed countries and becoming a rapidly growing industry in developing nations. For instance, in UAE alone, there are over 50 RMC manufacturing companies. Even less developed Colombo have 9 RMC companies in operation, however in Pakistan there was not even a s ingle RMC company till 2005. Nonetheless in past five years RMC has made its presence felt as there are 5 RMC companies operating in L ahore & Karachi with a total capacity of 1.7 million cubic meters per annum. Following is the table showing the detail of RMCs operating in Pakistan: Company Safe Mix Concrete Product Limited Lucky Paragon Ready Mix Limited IJM Construction Pak (Pvt.) Limited C Mix Concrete Pakistan Atlas Pakistan Source: SMCPL Striking demand outlook Contribution of construction to the Gross National Product has grown by Compounded Annual Growth Rate (CAGR) of 21 percent during FY2004-FY2009 3. Despite lower Plant location Karachi-Lahore Karachi Karachi Lahore Karachi Capacity m3 /hour 346 112 120 50 50 Commercial Operation July -2005 January 2007 April 2008 June 2006 September 2008

Pakistan Economic Survey 2008-2009

20

Prospectus GDP growth in FY2009, construction sector managed to register YoY grow th of 13 percent which highlights the res ilience of the construction sector; The economy is flooded with Pakistani workers remittance particularly after global financial meltdown. As we have witnessed in the past that expatriates prefer to invest in real estate which paints a rosy picture on the construction canvas of the country; The economy is witnessing a rising trend in per capita income w hich has jumped from US$ 669 in FY2004 to US$ 1,046 in FY2009 4, marking an improvement at a 5 year CAGR of 9 percent; Rising population and rapidly emerging middle and upper middle class is creating unprecedented housing demand which is likely to keep construction activities buoyant; Rising trend in the infrastructural development by the government is likely to keep concrete demand robust; There has been a gradual shift from traditional construction site concrete manufacturing to modern ready mix concrete due to its uniform material compos ition, flexible manufacturing site and exquisite quality. These characteristics are rapidly making ready mix concrete the prime choice for constructors. 4.10 RISK FACTORS

In making the investment decision, the investor may take into consideration the following risk factors: Company Risks Regulatory Risk (level- low) Regulatory risk emanates from any change in the fiscal and regulatory regime which might adversely affect the performance of the industry or may lead to reduced competitiveness. Mitigant: This risk is s ignificantly mitigated by various factors including sector performance, competitive standing, governments focus on infrastructure and incentive programs continuing on a sustainable bas is. Given all thes e factors, any adverse regulatory event is highly unlikely. Force Majeure/Political Risk (Level Low) Force Majeure includes events that are beyond reasonable control of the Company. Mitigant: Some of the events under Force Majeure are covered by insurance contract that provides cover against unforeseen circumstances i.e. bus iness interruptions, machinery breakdown and etc.

Pakistan Economic Survey 2008-2009

21

Prospectus Economic Slowdown (level- high) The growth of the construction industry is largely dependent upon the economic conditions prevailing in the country. An economic slow down in the country / region may adversely affect the grow th and performance of the sector. Mitigant: Every business inherits a business risk and Pakistan is also entering the phase of large development in the construction sector & need for ready-mix concrete is growing on a day-by-day basis. The presently booming construction industry, w ith several mega projects being launched throughout the country, requires a reliable and continuous supply of quality concrete. Pakistan is expected to carry the momentum of economic grow th in the medium term. Therefore demand of concrete mix is expected to post a pos itive growth likely. Technological Obs olescence Risk (level low) The concrete mix companies profitability and competitiveness can be adversely affected by potential obsolescence of etymology process technology. Mitigant: The concrete used in todays construction is similar to that used by the anc ient Romans. The cement and w ater form a paste that binds the other materials together as the concrete cures or hardens a process in the etymology of the term itself. T he process through w hich concrete is manufactured is being used since roman times so chances of becoming this process is very much negligible, therefore the company faces no obsolescence threat. Raw Material Supply / Price Risk This risk emanates from the possibility of disruption in the supply of raw material and / or volatility in raw material prices which may adversely affect the performance of the industry / company. Mitigant: This risk is mitigated by the fact that Pakistan has significant supply of cement and aggregates (sand, stone etc) which reduces the raw material availability risk to minimum. Further, existing supply glut of cement and w atchful stance of competition regulator of the country is likely to keep raw material price volatility to the minimum. Investment Risks Valuation risk (Level Low) The company has used assumptions for financ ial projections which are subject to change depending on the industry, economic and political dynam ics. This can serious ly impact the actual future results of the company. Mitigant: SMPCL has used conservative assumptions; therefore we believe probability of overturning our projections which w ill negatively impact our valuation is minimal on the back of striking construction demand outlook.
22

Prospectus Liquidity and Marketability Risk The investors / shareholders may face liquidity and marketability risk pertaining to shares of the Bank whereby they may not be able to sell these shares in large volumes eas ily or w ithout materially affecting the price. Mitigant: This risk is how ever considerably mitigated by the fact that 50% of the outstanding shares of the Company are being offered to general public and the shares are expected to remain liquid and actively traded on the exchange. Capital Market Risk The share of the Company is exposed to capital market risk whereby a general stock market meltdown may adversely affect the share price of the Company regardless of its underlying fundamentals. Mitigant: The Company has a profitable track record and aggress ive grow th prospectus in the coming future, which will help in mitigating the risk of adverse share price movement at the stock exchange. Note: It is stated that all material risk factors have been disclose d and that nothing has been concealed in this respect.

23

Prospectus PART 5 5. 5.1 FINANCIAL INFORMATION AUDITORS REPORT UND ER SECTI ON 53(1) READ WI TH CLAUSE 28(1) AND 28(2) OF SEC TI ON 2 OF PART I OF THE SEC OND SC HED ULE TO T HE CO MPA NIES OR DINANCE, 1984 FOR THE PURPO SE O F I NCL USI ON IN THE PRO SPECTUS OF SA FE MIX CONCRETE PR ODUC TS LI MI TED

The Board of Directors Safe Mix Concrete Products Limited 25-A, Syed Maratib Ali Road Gulberg IV Lahore. 21 October 2009 Gentlemen Safe Mix Concrete Products Limited (the Company) Auditors report under Section 53(1) read with Clause 28(1) and 28(2) of Section 2 of Part 1 of the Second Schedule to the Companies Ordinance, 1984 We have examined the audited accounts of the Company for the period ended June 30, 2006, for the year ended 30 June 2007, 30 June 2008 and 30 June 2009 and in accordance with section 53(1) read with clauses 28(1) and 28(2) of Section 2 of Part 1 of the Second Schedule to the Companies Ordinance, 1984, w e report that: 2 a summary of assets, liabilities and share holders equity of Safe Mix C oncrete Products Limited as at 30 June 2006, 30 June 2007, 30 June 2008 and 30 June 2009 is as follows: 30 June 2009 30 June 2008 30 June 2007 Rupees 30 June 2006

Account head ASSETS Non current assets Property, plant and equipment Long term deposits Current assets Store, spare parts and loose tools Trade debts Stock in trade Advances, prepayments and other receivables Tax refund due from Government Cash and bank balances Total assets

132,867,192 6,532,475

145,522,018 6,127,490

104,581,604 3,282,840

47,980,184 3,220,840

947,994 90,342,317 28,779,724 5,941,810 11,821,723 9,557,690 147,391,258 286,790,925

325,539 62,757,172 14,717,619 11,999,123 7,828,738 19,885,753 117,513,944 269,163,452

62,349 4,965,855 3,730,680 9,833,659 3,918,940 22,511,483 130,375,927

979,768 2,124,223 3,280,835 20,000,705 26,385,531 77,586,555

24

Prospectus LIABILITIES Non current liabilities Long term loan unsecured Liabilities against assets subject to finance lease Deferred liability taxation Current liability Trade and other payables Accrued markup Short term running finance secured Current portion of liabilities against assets subject to finance lease Provision for taxation Total liabilities Shareholder equity Contingencies and commitments

27,000,000 7,715,834 14,186,877

30,000,000 6,835,321 14,193,588

251,259

61,565,530 5,406,267 49,969,881 1,572,871 118,514,549 167,417,260 119,373,665 None

61,803,118 3,609,580 49,969,881 992,106 116,374,685 167,403,594 101,759,858 None

4,806,241 29,758,534 34,564,775 34,816,034 95,559,893 None

1,571,381 1,974,836 3,546,217 3,546,217 74,040,338 None

b) The Company was incorporated on 04 April 2005 and first accounts of the Company w ere prepared from the period from 04 April 2005 to 30 June 2006. c) a summary of the profit and loss accounts of Safe Mix Concrete Products Limited for the period from 04 April 2005 to 30 June 2006, years ended 30 June 2007, 30 June 2008 and 30 June 2009 is as follows: Account head 30 June 2009 30 June 2008 30 June 2007 Rupees Revenue Cost of sales Gross profit Administrative expenses Operating profit Finance cost Other operating expenses Other operating income Profit before taxation Provision for taxation Profit after taxation Profit/Loss per share basic and diluted 707,464,827 651,559,203 55,905,624 25,926,399 29,979,225 14,563,776 11,609,196 27,024,645 9,410,838 17,613,807 2.52 433,244,601 398,339,783 34,904,818 15,311,491 19,593,327 6,756,667 2,855,634 15,692,294 13,942,329 1,749,965 0.25 57,448,217 50,711,973 6,736,244 8,694,636 (1,958,392) 1,721,814 415,063 853,324 (3,241,945) 538,500 (3,780,445) (0.54) 20,408,587 10,654,641 9,753,946 5,233,185 4,520,761 666,153 2,160,566 6,015,174 1,974,836 4,040,338 1.82
25

04 April 2005 to 30 June 2006

Prospectus d) The Company declared a 20 percent cash dividend in respect of year ended 30 June 2009. No dividend was declared in respect of years proceeding to 30 June 2009. e) Financial Statements of the Company The financial statements of the Company for the period from 04 April 2005 to 30 June 2006 and years ended 30 June 2007, 30 June 2008 and 30 June 2009 w ere audited by us and we have issued unqualified opinion in the respective period/year. Yours truly,

Sd/KMPG T aseer Hadi & Co. Chartered Accountants

26

Prospectus 5.2 SHARE BREAK-UP VALUE CERTIFICATE The Board of Directors Safe Mix Concrete Products Limited 25-A, Syed Maratib Ali Road Gulberg IV Lahore. 21 October 2009 Gentlemen, Safe Mix Concrete Products Limited (the Company) Auditors Certificate on Break-up value per share As requested, we confirm that the break-up value of the ordinary shares of PKR 10/- each of Safe Mix Concrete Products Limited based on the audited financ ial statements as at 30 June 2009 has been worked out as follows: 30 June 2009 Rupees Issued, subscribed and paid up capital Share deposit money Reserves Total share holders equity Number of ordinary shares Break-up value per ordinary share of PKR 10 each 70,000,000 29,750,000 19,623,665 119,373,665 7,000,000 17.05

Very faithfully, -SdKMPG T aseer Hadi & Co. Chartered Accountants

27

Prospectus Management Note: T he revised break up value of the Company is given under two scenarios below . The Present Revised Capital Scenario gives the break-up value on the basis of the 10,000,000 shares subscribed as at the publication of this Prospectus. The Post IPO Scenario gives the break-up value on the bas is of 20,000,000 shares subscribed. Both scenarios use un-appropriated profit of the Company as at June 30, 2009. Present Revised Capital Scenario: Issued, subscribed and paid up capital Reserves Rupees 100,000,000 19,623,665 119,623,665 10,000,000 PKR 11.96 Rupees 200,000,000 25,000,000 19,623,665 244,623,665 20,000,000 PKR 12.23

Number of Ordinary Shares Issued Break-up Value per Ordinary Share Post-IPO Scenario: Issued, subscribed and paid up share capital Share premium Reserves

Number of Ordinary Shares Issued Break-up Value per Ordinary Share

28

Prospectus 5.3 AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY The Board of Directors Safe Mix Concrete Products Limited 25-A, Syed Maratib Ali Road Gulberg IV Lahore. 19 November 2009 Gentlemen Safe Mix Concrete Products Limited (the Company) Auditors Certificate on Issued, Subscribe d and Paid u p Capital

AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID UP CAPITAL We have confirmed from the books of account and related records of the Company and report that the issued, subscribed and paid up c apital of the Company as at 06 November 2009 is PKR 100,000,000 divided into 10,000,000 Ordinary shares of PKR 10/- each fully paid in cash. The break-up of the shareholding as at 06 November 2009 is as follow s: Number of shares Syed Yawar Ali Mr. Bashir H. Ali Mohammad Mr. Arif Habib Mr. Asim T i ana w Sir Anwar Pervez Mr. Maratib Ali Mr. Nasim Beg Mr. Ziad Bashir 3,052,174 3,052,174 1,338,144 1,052,474 1,503,534 500 500 500 10,000,000 Rupees 30,521,740 30,521,740 13,381,440 10,524,740 15,035,340 5,000 5,000 5,000 100,000,000

Yours faithfully,

-SdKMPG T aseer Hadi & Co. Chartered Accountants

29

Prospectus PART 6 6. 6.1 MANAGEMENT BOARD OF DIRECTORS OF THE COMPANY Designation Chairman Directorship in other listed companies Arif Habib Securities Lim ited Arif Habib Bank Limited T hatta Cement Company Limited Pakistan Engineering Co. Limited Javedan Cement Limited Attock Refinery L imited

Name, address, personal details Mr. Arif Habib 86/2, Street No. 10, Khayaban-eSehar, Phase VI, DHA, Karachi.

Syed Maratib Ali Shadad House, Aziz Avenue, Canal Bank, Lahore. Syed Yawar Ali Shadad House, Aziz Avenue, Canal Bank, Lahore.

Chief Executive Officer

ZIL Limited (formerly Zulifiqar Industries L imited)

Director

Nestle Pakistan L imited Wazir Ali Industries L imited International General Insurance Company L imited Alpha Insurance Company Limited Habib Metropolitan Bank Limited Gul Ahmed Textile Mills Limited Arif Habib Bank Limited Arif Habib Securities Limited Arif Habib Investments Lim ited Nil

Mr. Bashir H. Ali Mohammad B-37, KDA Scheme No. 1, Karsaz Road, Karachi. Mr. Nasim Beg F-61/6, Block 4, Clifton, Karachi. Mr. Muhammad Asim Tiwana Main G.T. Road, Jhangi Syeden Tarnol, Islamabad. Mr. Ziad Bashir B-37, KDA Scheme No. 1, Karsaz Road, Karachi.

Director

Director

Director

Director

Gul Ahmed Textile Mills Limited

6.2

OVER DUE LOANS

There are no overdue loans (local or foreign currency) on the Company or its Directors. 6.3 6.3.1 DIRECTORS PROFILE Mr. Arif Habib

Mr. Arif Habib is the Chairman and Chief Executive Officer of Arif Habib Securities L imitedthe Arif Habib Groups holding company. He is recognized as one of the most astute investors in Pakistan. Over the past decade, he has lead his business from a securities brokerage operation to a divers ified financial and industrial conglomerate now worth around the USD 2 billion mark. Mr. Habib is one of the pioneers of private equity in Pakistan and an active participant in the
30

Prospectus governments privatization program. He w as responsible for key modernizations in the Pakistani securities markets, including the introduction of highly successful automated trading and electronic central depository systems. He was elected Chairman and President of the Karachi Stock ExchangePakistans premier bours e on six different occas ions and was the founding Chairman of the Central Depository Company of Pakistan. He is also the Chairman of the boards of Arif Habib Bank Limited, Pakarab Fertilizers Limited and T hatta Cement Company Limited. Mr. Habib holds a degree in commerce. 6.3.2 Syed Maratib Ali

Syed Maratib Ali is the Chief Executive Officer of Safe Mix Concrete Products Limited since its incorporation. He is also the Chief Executive Officer of Abepak (Pvt) Limited and a director of ZIL Limited. Mr. Ali in the last 4 years has developed the ready mix concrete market from scratch with the aid of a profess ional team and now has made into an industry. He has over 8 years experience and holds a Bachelors degree. 6.3.3 Mr. Nasim Beg

Mr. Nasim Beg is the Chief E xecutive Officer of Arif Habib Investments Limited (AHIL). He is one of the most respected profess ionals in the Pakistani mutual funds industry, having nearly forty years of domestic and international experience in the financ ial services industry. Before assum ing responsibility as the Chief Executive Officer of AHIL, Mr. Beg served as the Deputy Chief Executive Officer of National Investment T rust and played an instrumental role in its modernization and turnaround. He is a pioneer in the fund management industry in Pakistan, having introduced the first money market fund and the first fund to invest abroad. Mr. Beg is a Fellow of the Institute of Chartered Accountants of Pakistan, Director of Mutual Fund Association of Pakistan (MUFAP), Chairman of Institute of Capital Market, member of the Economic Advisory Council of the Government of Pakistan, and Chairman of REIT Management Limited. 6.3.4 Mr. Bashir Ali Mohammad

Mr. Bashir Ali M ohammad is the Chairman of Gul Ahmed Textile Mills. He is also a director of Gul Ahmed Energy Limited and Habib Metropolitan Bank Limited. He has served as Chairman of All Pakistan Textile Mills Association, Pakistan Swiss Trade and Industry Committee, Pakistan Britain Advisory Counc il. He has also been a member of Export Promotion Board Government of Pakistan and currently is a member of the Economic Advisory Counc il of the Government of Pakistan. He has over 35 years of experience. Mr. Bashir is a Fellow of the Chartered Institute of Management Accountants (CIMA). United Kingdom and also was awarded Sitara e- Imtiaz by the Government of Pakistan. 6.3.5 Syed Yawar Ali

Syed Yawar Ali is the Chairman of Nestle Pakistan, W azir Ali Industries and Lahore E lectric Supply Company (LESCO). He is also a D irector of International General Insurance (IGI) and Alpha Insurance Company. In the past Mr. Ali has served as Chairman of the Pakistan Dairy Association on a number of occasions and has been a member of the board of PIA (1991-93 & 1998-2000) and State Bank of Pakistan (1993-1996). He has 40 years working experience and holds a Master of Management Sciences degree from USA. 6.3.6 Mr. Muhammad Asim Tiwana

Mr. Muhammad Asim Tiwana is the CEO of Kaizen Construction (Pvt) Ltd. He is also the Director of Prosperity Securities (SMC-Pvt) Ltd. A member of Islamabad Stock Exchange. He has over 12 years
31

Prospectus of experience in managing Construction Company. Mr. Tiw ana has Masters Degree in Finance from University of Exeter, UK. 6.3.7 Mr. Ziad Bashir

Mr. Ziad Bashir is the Chairman of Arwen Tech (Pvt) Limited and Swisstex Chemicals (Pvt.) Ltd. He is also a director of Gul Ahmad T extile Mills. He has over ten years of experience and w as the founder of IDEAS By Gul Ahmed (Home Stores).He holds a BSC Degree in E ntrepreneurial Studies from Babson College, USA. 6.3.8 Mr. Wasiq Ilyas Company Secretary

Wasiq Ilyas is Manager Finance, Safe Mix Concrete Products Limited since December 2006. He has 13 years extens ive experience of working in different renowned organizations in Pakistan. He is an Associate Member of Institute of C ost and Management Accountants of Pakistan, and also holds a masters degree in Finance from Karachi University. 6.4 NUMBER OF DIRECTORS

Pursuant to Section 174 of the Companies Ordinance, 1984 the Company shall not be less than seven directors. At present the Board consists of (7) Directors including the Chief Executive. 6.5 QUALIFICATION OF DIRECTORS

A director must be a member unless he is a person representing the Government or an institution or authority that is a member, or is a whole time working director w ho is an employee of the C ompany, or a Chief Executive or a person representing a creditor. In case of directors representing s pecial interests holding shares of the requisite value, no such share qualification shall be required provided intimation in writing as to such repres entation is lodged with the Company within two months of the appointment of such directors. 6.6 REMUNERATION OF THE DIRECTORS

Pursuant to clause no. 88 of the Artic les of Association of the Company The remuneration of the Directors shall form time to time determined by the Company in General Meeting but the remuneration of a Director for attending meeting of the Board shall not exceed PKR 500 for each meeting attended by him. A Director shall be entitled to be paid his reasonable traveling expenses, traveling charges and other expenses incurred by him for attending meetings . 6.7 BENEFITS TO THE PROMOTERS AND OFFICERS

No amount of benefits has been paid or given during the last year or is intended to be paid or given to any promoter or to any officer of the Company other than as remuneration for services rendered as whole-time executive of the Company and the remuneration for services shall be borne by the Company. 6.8 INTEREST OF DIRECTORS

The directors may be deemed to be interested to the extent of fees payable to them for attending board meetings. The directors performing whole time service to the Company may also be deemed interested in the remuneration payable to them by the Company. The directors may also be deemed to be interested in, to the extent of any shares held by each of them in the Company, the dividends to be declared by the Company.

32

Prospectus 6.9 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY

None of the Directors of the Company had or has any interest in any property acquired by the Company or proposed to be acquired by the Company. 6.10 ELEC TION OF DIRECTORS

The directors shall comply with the provisions of sections 174 to 178, 180, and 184 of the Ordinance, relating to the election of directors and matters ancillary thereto. The present Directors of the Company w ere elected on October 23, 2009 for the period of three (3) years. 6.11 VOTING RIGHTS

On a show of hands, every member present in person shall have one vote except for election of Directors in w hich case the provisions of section 178 of the Ordinance shall apply. On a poll, every member shall have voting rights as laid down in Section 160 of the Ordinance. 6.12 AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE

Audit committee of the board has been formed to comply with the Code of Corporate Governance, which comprises of the following three non-executive/ executive directors : i. ii. iii. Mr. Maratib Ali (Chairman of Committee) Mr. Asadullah Tawana Mr. Najeeb Sadiq

The audit committee meeting shall be held after the Company is listed on the Stock Exchange, as per provis ions of the Code of Corporate Governance. The Committee has its terms of reference which were determined by the Board of Directors in accordance with the guidelines provided in the Listing Regulations. 6.13 INTERNAL AUDIT

The board has setup an effective internal audit function managed by suitable qualified and experienced personnel who are conversant with the policies and procedures of the Company and are involved in the internal audit function on a full time bas is. 6.14 BORROWING POWERS

The Directors may from time to time at their discretion borrow and secure the payment of any sum or sums of money for the purposes of the Company and may themselves lend to the Company on security or otherw ise subject to the provisions of the Companies Ordinance, 1984. 6.15 POWERS OF DIRECTORS

The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not by the Ordinance or any statutory modification thereof for time being in force, or by the Artic les of Association, required to be exercised by the Company in General Meeting.

33

Prospectus 6.16 INDEMNI TY

Section 153 of the Companys Article of Association reads as follow s: Every Director, Manager, Auditor, Secretary and other officer or servant of the Company shall be indemnified by the Company against and it shall be the duty of the D irector out of the funds of the Company to pay all costs, losses and expenses w hich any such officer or servant may incur, or become liable to by reason of any contract entered into or thing done by him as such officer or servant or any w ay in the discharge of his duties; and the amount for which such indemnity is provided shall immediately attach a lien on the property of the Company and have priority as betw een the members over all other claims. 6.17 INVESTMENTS IN ASSOCIATED COMPANIES

The Company has not made any investment in any of associated companies nor has any resolution been passed for investment in associated companies under Section 208 of the Ordinance. 6.18 INVESTMENT IN SUBSIDIARIES

The Company has not sponsored nor acquired any subs idiaries nor has any resolution been passed for sponsoring or acquiring any subs idiaries under Section 208 of the Ordinance.

34

Prospectus PART 7 7. 7.1 MISCELLANEOUS INFORMATION REGISTERED OFFICE/ HEAD OFFICE/CORPORATE OFFICE

Plot No. 1-6 Sector No. 26, Bilal Chowrangi Korangi Industrial Area, Karachi. Ph: 021 3507 4581 Fax: 021 3507 4603 7.2 BANKERS TO THE ISSUE

Arif Habib Bank Limited Bank Alfalah Lim ited Bank Al-Habib L imited Faysal Bank Limited Habib Bank Limited Habib Metropolitan Bank Limited J.S. Bank Limited MCB Bank Limited T he Bank of Punjab United Bank Limited AUDITOR OF THE COMPANY

7.3

KPMG T aseer Hadi & Company Chartered Accountants 201-Office Block Siddiq T rade Centre 72-Main Boulevard Gulberg II, Lahore. 7.4 LEGAL ADVISOR OF THE ISSUE

Ebrahim Hosain Associate & Corporate Counsel 156-1, Scotch Corner, Upper Mall, Lahore. 7.5 ADVISOR & ARRANGER TO THE ISSUE

Arif Habib Limited Arif Habib Centre 23, M.T. Khan Road Ph# 021 3241 5213 Fax # 021 3242 9653 7.6 COMPUTER BALLOTER & SHARE REGISTRAR THK Associates (Pvt.) Limited Ground Floor, State Life Building-3, Dr. Ziauddin Ahmed Road, Karachi. Ph: 021 111-000-322 Fax: 021 3565 5595

35

Prospectus 7.7 MATERIAL CONTRACTS / DOCUMENTS S.No 1 Particulars Public Private Partnership (PPP) Rs.10,000,000 Date 21/10/2006 Parties SMPCL City District Government, Karachi CDGK Ahbab Pakistan SMCPL Brief Description Public Private Partnership (PPP) w ith SMCPL for setting up of a Batching Plant at Karachi Agreement for hiring one unit Kyokuto truck PY 21-51 Chassis no FH262B-21120 Agreement for sales of Shahzore Features Valid & Renew able for 5 years

Agreement Rs 325,000

31/07/2007

Renew able

Agreement of sale Rs.450,000 Equipment rental agreement Rs. 75,000 Equipment rental agreement Rs. 10,000 Agreement Rs. 175,000

08/06/2009

04/07/2008

Techni Style Engineering Services SMCPL ORIX Leasing Pakistan Ltd SMCPL ORIX Leasing Pakistan Ltd SMCPL Orion International Co SMCPL

N/A

Rental agreement for 365 Kva generator Rental agreement for 365 Kva generator Agreement for hiring one unit Nissan Mixer T ruck Reg no TKP-519 Chassis no: 450VC-03929 Agreement to hire 100 KVA diesel generator set Cummins Engine Model 6BT5.9 (UK) Agreement to hire 50 KVA sound proof dies el generator, ISUZU eneine model (Japan) Agreement to hire one silo 50 ton as per standard API 650 for cement storage Lease agreement for 01 unit brand new 365 KVA Caterpillar generator set

Renew able

25/04/2008

Renew able

20/09/2008

Till the completion of the project

Agreement Rs. 80,000

23/09/2008

Orion International Co SMCPL

Till the completion of the project

Agreement Rs 65,000

01/10/2008

Orion International Co SMCPL

Till the completion of the project

Agreement N/A

21/08/2009

Orion International Co SMCPL Security Leasing Company Limited SMCPL

Valid for 2 years from the date of signing. Valid for 5 years from the signing date

10

Lease Facility Rs. 2,650,000

24/01/2008

36

Prospectus 11 Finance Lease Rs. 261,693 17/12/2007 Habib Metropolitan Bank Limited SMCPL Security Leasing Company Limited SMCPL Security Leasing Company Limited SMCPL Security Leasing Company Limited SMCPL The Bank of Punjab SMCPL Finance L ease Auto Valid for 5 years from the signing date Lease fac ility of 01 unit brand new 365 KVA Caterpillar generator set Lease fac ility of 01 unit brand new 300 KVA dies el generator set Lease fac ility of 01 unit brand new Caterpillar Wheel Loader Offer letter for renewal of running finance facility Rs. 50 million & nonfund based fac ility of Rs 20.00 million Supply of ready mix concrete for Bab-e-Pakistan project Lease period of 5 years

12

Lease Facility Rs. 2,694,300

02/09/2008

13

Lease Facility Rs. 2,070,000

19/06/2008

Lease period 3-5 years

14

Lease Facility Rs. 1,880,000

17/06/2008

Lease period 3-5 years

15

Running Finance Facility

07/05/2009

3M KIBOR + 250 bps Valid till 31 Dec, 2009

16

17

18

19

Ready mix concrete supply contract 1500 PSI PKR 3,292.37/m3; 3000 PSI PKR 5,258.05/m3; 4000 PSI PKR 5,748.65/ m3 Ready mix concrete supply contract PKR 5,500,000 Ready mix concrete supply contract PKR 5400/m3 ; PKR 5100/m3 Ready mix concrete supply contract 3000 PSI PKR 5,191/m3; 4000 PSI PKR 5,596/ m3

04/12/2008

Husnain Cotex Limited & SMCPL

N/A

01/10/2007

25/01/2008

Bina Puri Holdings BHD & SMCPL M/S Bauer International & SMCPL

Sale of ready mix N/A concrete for defence Raya Golf & Country Club, Lahore Sale of ready mix Valid till 1st concrete for March 2009. Mabarak centre, Lahore

24/07/2009

Xinhua Mall, Lahore & SMCPL

Sale of ready mix concrete Products for Xinhua Mall, Lahore

Valid for 7 days after the date of issue of quotation

7.8 UND ERWRITING AGREEMENTS

37

Prospectus Premium (Rupees) 2.5/2.5/2.5/2.5/2.5/2.5/Amount (Rupees) 53,750,000 15,000,000 10,000,000 18,750,000 15,000,000 12,500,000 125,000,000

Names of Underwriters National Bank of Pakistan Allied Bank Limited Saudi Pak Industrial & Agricultural Company L imited Elixir Securities (Pvt.) Pakistan Invisor Securities (Pvt.) Limited Cassim Investments (Pvt.) Limited Total 7.9 DUE DILIGENC E REPORT National Bank of Pakistan Allied Bank Limited

No. of Shares 4,300,000 1,200,000 800,000 1,500,000 1,200,000 1,000,000 10,000,000

Saudi Pak Industrial & Agricultural Company L imited Elixir Securities (Pvt.) Pakistan Invisor Securities (Pvt.) Limited Cassim Investments (Pvt.) Limited 7.10 INSPECTION OF DOCUMENTS AND CONTRACTS Copies of Memorandum and Articles of Association, Audited Financial Statements of the Company, Auditors Certificates, Agreements / Material Contracts and feas ibility report referred to in this prospectus and related information may be ins pected during the usual business hours on any working day at the Registered Office of the Company, from the date of publication of this prospectus till the clos ing of subscription list. 7.11 LEGAL PROCEEDINGS There are no legal proceeding pending against the Company involving financial implic ations and the Company has not initiated any legal proceedings against any party or person. 7.12 MEMORANDUM OF ASSOCIATION The Memorandum of Association, inter alias, sets forth the objects for which the Company was incorporated and the business, which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and has been published with all issues thereof except those released as new spaper advertisement. 7.13 REVALUATION OF ASSETS The Company has not carried out any revaluation of assets in terms of assets in terms of clause 22(2) of Section 1 of part I of the second Schedule to the Ordinance.

38

Prospectus 7.14 FINANCIAL YEAR OF THE COMPANY The financial year of the Company commences from 1 st day of July and ends on the 30th day of June each year. 7.15 CAPITALIZATION OF PROFITS

The Company has not capitalized any profits till the date of public ation.

39

Prospectus PART 8 8. APPLICATION AND ALOTMET INSTRUCTIONS

GENERAL INSTRUCTIONS 8.1 Eligible investors include: a. Pakistani citizens resident in or outside Pakistan or Persons holding tw o nationalities including Pakistani nationality; b. Foreign Nationals whether living in or outside Pakistan c. Companies, bodies corporate or other legal entities incorporated or established in or outs ide Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be); d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the T rust Deed and existing regulations); and e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan. 8.2 APPLICATION MUST B E MADE ON THE COMMISSIONS APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM. Copies of Prospectus and application forms can be obtained from the members of Karachi Stock Exchange (Guarantee) Limited, the Bankers to the Issue and their branches, the Financ ial Advisor/Arranger and the registered office of the Company. The Prospectus and the application forms can also be downloaded from the website: www.arifhabibltd.co m and www.safe mixltd.co m. The applicants opting for scripless form of Shares are required to complete the relevant sections of the application. In accordance with provis ions of the Central Depos itories Act, 1997 and the CDC Regulations, credit of such Shares is allowed ONLY in the applicants own CDC Account. In case of discrepancy between the information provided in the application form and the information already held by CDS, the Company res erves the right to issue shares in phys ical form. Name (s) and address (es) must be written in full block letters, in Englis h and should not be abbreviated. All applications must bear the name and signature corresponding with that recorded w ith the applicants banker. In case of difference of signature w ith the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or Passport both the signatures should be affixed on the application form. APPLICATIONS MADE BY INDIVIDUAL INVESTORS (i) In case of individual investors, an attested photocopy of CNIC (in case of Resident Pakistanis)/Passport (in case of Non-Res ident Pakistanis) as the case may be, should be enclosed and the number of CNIC/ Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal/Provincial Government Gazetted Officer, Counc ilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicants residence; Original CNIC/Passport, along with one attested photocopy, must be produced for verification to the banker to the offer and the applicants banker (if different from the
40

8.3

8.4

8.5

8.6

8.7

(ii)

Prospectus banker to the Issue) at the time of pres enting the application. The attested photocopy will, after verific ation, be retained by the bank branch along with the application. 8.8 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS (i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Assoc iation or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the applic ation. Any Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicants residence can attest copies of such documents; Attested photocopies of the documents mentioned in 8(i) must be produced for verification to the banker to the offer and the applicants banker (if different from the banker to the Issue) at the time of presenting the application. T he attested copies, will after verification, be retained by the bank branch along with the application.

(ii)

8.9

Only one application will be accepted against each account, however, in case of joint account, one application may be submitted in the name of each joint account holder. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and subm it attested copies of their CNICs//Passport. T he shares/certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and w here any amount is refundable, in whole or in part, the same w ill be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the applic ation form, w ithout interest, profit or return. Please note that joint application will be considered as a s ingle application for the purpose of allotment of Shares. Subscription money must be paid by cheque drawn on applicants ow n bank account or pay order/bank draft payable to one of the Bankers to the Issue A/C INIT IAL PUBLIC OFFERING OF SAFE MIX CONCRET E PRODUCTS LIMIT ED and crossed A/C PAYEE ONLY. For the applications made through pay order/bank draft, it would be permiss ible for a banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for each application. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Shares/Certificates. Applications are not to be made by minors and/or persons of unsound mind. Applicants should ensure that the bank branch, to w hich the application is submitted, completes the relevant portion of the application form. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submiss ion of their applic ations. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of Shares/Certificates for which the application has been made.
41

8.10

8.11

8.12

8.13

8.14 8.15 8.16

Prospectus 8.17 Making of any fals e statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the bankers to the Issue. It would be permissible for a Banker to the issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers. Submission of Fictitious and multiple applications (more than one application by a single applicant) is prohibite d and such application money shall be liable to confiscation under section 18A of the Securities and Exchange Ordinance, 1969. ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicants letterhead stating the legal status of the applicant, place of incorporation and operations and line of bus iness. A copy of memorandum of association or an equivalent document should also be enc los ed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged w ith the application. Copies of these documents can be attested by the bank manager in the country of applicants res idence. Applicants may also subscribe us ing their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistans Foreign Exchange Manual.

8.18

8.19

8.20

8.21 8.22

8.23

BASIS OF ALLOTMENT 1. The minimum amount of application for subscription of 500 Shares is Rs. 6,250. Application for Shares below the total value of Rs. 6,250 shall not be entertained. 2. Application for Shares must be made for 500 Shares or in multiple thereof only. Applications, which are neither for 500 Shares nor for multiple thereof, shall be rejected. 3. Allotment/Transfer of Shares to successful applicants shall be made in accordance with the allotment criteria/ instructions disclosed in the Prospectus. 4. Allotment of Shares shall be subject to scrutiny of applications in accordance w ith the criteria disc losed in the Prospectus and/or the instructions by the Securities & Exchange Commiss ion of Pakistan. 5. Applications, which do not meet the above requirements, or applications w hich are incomplete will be rejected. T he applicants are, therefore, required to fill in all data fields in the Application Form. 6. The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the respective CDS accounts of the successful applicants (as the case maybe).

42

Prospectus 8.24 Bankers to the Issue Code No. 01 02 03 04 05 06 07 08 09 10 8.25 Bank Arif Habib Bank Limited Bank Alfalah Limited Bank Al-Habib L imited Faysal Bank L imited Habib Bank Limited Habib Metropolitan Bank Limited J.S. Bank L imited MCB Bank Limited The Bank of Punjab United Bank Lim ited

Code of Occupation Code No. 01 02 03 04 05 Occupation Code No. Business 06 Business Executive 07 Service 08 Housewife 09 Household 10 Occupation Professional Student Agriculturist Industrialist Others

8.26

Nationality Code Code No. 001 002 003 004 005 Name of country U.S.A U.K U.A.E K.S.A Oman Code No. 006 007 008 009 010 Name of country Iran Bangladesh China Bahrain Other

43

Prospectus PART 9 9. SIGNATORIES TO THE PROSPECTUS

Signed, as required by section 57 of the Companies Ordinance, 1984, by:

Sd/____________ Mr. Arif Habib Sd/____________ Syed Maratib Ali Sd/____________ Syed Yawar Ali Sd/____________ Mr. Nasim Beg Sd/____________ Mr. Bashir H. Ali Mohammad Sd/____________ Mr. Ziad Bashir Sd/____________ Mr. Muhammad Asim Tiwana

Witnesses: Sd/1. ______________________ Name: Syed Abid Ali Address CNIC # Date: -------------Place: -------------Sd/2. _____________________ Name: Mr. Kashif Suhail Address CNIC #

44

Prospectus

PART 10 COMPANIES ORDINANCE, 1984

(COMPANY LIMIT ED BY SHARES) Memorandum of Association Of SAFE MIX CONCRETE PRODUCTS (PVT.) LIMITED

I.

NAME: The name of the Company is "SAFE MIX CONCRETE PRODUCTS (PVT.) LIMITED".

II.

REGISTERED OFFICE: The Registered Office of the Company w ill be situated in the Province of the Sind, Pakistan.

III.

OBJECTS:

The objects for which the C ompany is establis hed are to undertake in and outs ide Pakistan all or any of the follow ing:1. To manufacture/produce ready m ix concrete and building blocks and to engage in the construction of prefabricated buildings. 2. To carry on the bus iness of construction of buildings, factories, dams generally. 3. To carry on the business of manufacturers, producers, buyers, sellers, importers, exporters, dealers, distributors, agents, wholesalers and retailers of products used in the construction business in Pakistan, Azad Jammu Kashmir and/or anywhere else in the world. To import, export, buy, sell, exchange, manufacture, prepare process and deal in products used in the construction business of all kinds and descriptions, including but not limited to ready mix concrete and building blocks. To carry on in or outside Pakistan the bus iness of manufacturers, importers, exporters, indentures, transporters, dealers, act as consultants in all products/articles and commodities akin to or connected with any of the business of the Company capable of being conveniently carried on or necessary for the promotion of the objects herein contained, as permissible, under law. To carry on agency business and obtain licenses for shipping agents, clearing agents and forwarding agents, purchasing and indenting agents, selling agents (except managing agents) on such terms and conditions as the Company may think proper subject to any permission as required under law. To appoint distributors and representatives of the Company in Pakistan and/or anyw here else in the world for the purposes of marketing, distributing, advancing, selling the product
45

4.

5.

6.

7.

Prospectus manufactured/produced by the Company, on such terms and conditions as may be deemed fit and appropriate. 8. To purchase, take on lease or in exchange, hire, apply, for or otherw ise acquire and hold for any interest, any rights, privileges, lands, building, easements, trade marks, patents, patent rights, copyrights, licenses, secret processes, machinery, plants, stock-in-trade, and any moveable and immovable property of any kind necessary or convenient for the purposes of or in connection with the Companys bus iness or any branch or department thereof and to use, exercise, develop, grant licences in respect of or otherwise turn to account any property, rights, and information so acquired, subject to any permission required under law. To act as representatives, for any person, firm or company and to undertake and perform subcontractors, and also act in the business of the Company through or by means of agents, subcontractors and to do all or any of the things mentioned herein in any part of the w orld and either alone or in collaboration with others and by or through agents, sub-contractors, or otherw ise. To go in for, buy or otherwise acquire and use patent design, copyrights, license, concession, convenience, innovation, invention, trade marks, secret device, or process, rights, or privileges, plants, tools or machinery and the like in Pakistan or elsew here, which may for the time being appear to be useful or valuable for adding to the effic iency or productivity of the Companys w ork or business, as permissible under the law. To establish, promote or assist in establishing or promoting and subscribe to or become a member of any other company, association or c lub w hose objects are similar or in part similar to the objects of this company or the establishment or promotion of which may be beneficial to the Company, as permissible under the law . To acquire know -how, inventions, copyrights by research, purchase, exchange, royalty or lease or in any other law ful manner w hatsoever, regarding machinery, equipments, materials, process or any other subject connected w ith objects of the Company and to turn to account this know-how independently or in association w ith other person, firm or corporation or any Government Authority or with any body else in or outside Pakistan and to preserve and defend such right against any infringement. To sell or dispose of the undertaking of the Company or any part the undertaking for such consideration as the Company may deem fit and in particular for shares, debentures or other securities of any other company. To make known or give publicity to the bus iness and products of the Company by means of advertisement, posters, cinema slides or publication of books or by granting rewards, prizes and donations or in any other suitable mode. To procure the incorporation, registration or any other form of recognition of the Company in any country, state or place outside Pakistan. To take part in the promotion, floatation, management, supervision, acquisition or control of the business or operation of any company or undertaking having or propos ing to have similar objects as of the Company. To amalgamate with any person or company w hether by sale, purchase for fully paid shares of the undertaking subject to liabilities of this or any such other company or in any other lawful manner. To draw, accept, endorse, discount, execute, issue, negotiate and deal in hundies, cheques, promissory notes, bill of exchange, bills of lading, warrants, debentures and to open banking
46

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

Prospectus accounts and give instructions for their operation for and in connection w ith the business of the Company. 19. 20. To pay all expenses, give remuneration or other compens ation or reward for services rendered or to be rendered in or about the formation of the Company for the conduct of its business. To open accounts of the Company w ith any individual, firm or company or with any bank or banks and to pay into and to withdraw moneys from such account or accounts for the purpose of Company's business. To create any reserve fund, sinking fund, insurance fund or any other spec ial fund whether for depreciation or for repairing, insuring, improving, extending, maintaining any of the property of the Company or for any other purpose conducive to the interest of the Company as permissible under law. To foster, encourage and conduct research w ork in the field or operation of the Company and with that end to establish, maintain, and run laboratories, to give, subs idies and aid to research institutions whether private or public and to award scholarships to students and research w orkers on certain conditions or unconditionally. To grant pensions, gratuities, bonus, or other payment to any employees of the Company or their relatives or dependents or connections and to contribute to welfare institutions, medical assistance, provident funds which may be created to benefit such persons or to grant loans to such persons with or without interest and contribution to soc ial, religious or charitable works and organization to advance the interest of the Company or its members. To obtain local and/or foreign currency loans from scheduled banks, industrial banks and financial institutions for the purposes of purchase, manufacture, market, supply, export, and import of machinery, construction of factory, building and for the purpose of w orking capital or for any other purpose. To borrow or raise money by means of loans or other legal arrangements from banks, or other financ ial institutions, or Directors in such manner as the Company may think fit and in particular by issue of debenture stock, perpetual and to mortgage, or charge the whole or any part of the property, assets or revenue of the Company, present or future, by special assignment or transfer or convey the same absolutely or in trust as may seem expedient and to purchase, redeem or pay off any such securities. To guarantee the performance of contracts and of obligations of any person or Company on a reciprocal basis and to give any guarantee in relation to the payment of any loan, debenture stock, finance, bonds, obligations and securities issued by such person or company. To borrow or raise money from time to time required for manufacturing or trading purposes of the Company with or without security upon such terms as may deem expedient and in particular by cash credits or current or overdraft account w ith any individual, firm or company including the Agents of the Company or any banker or bankers (w hether with or w ithout giving security) or by mortgaging or selling or receiving advances on the sale of any lands, buildings, machinery, goods or other property of the Company, or by the issue of debentures or debenture stock, perpetual or otherwise charged upon all or any of the Company's properties, (both present and future) except doing the business of banking, pre-payment or lottery scheme. To import machinery, equipments, technical know -how, maps, designs or any other material necessary for erecting, construction, managing, running and maintaining factories, mills, workshops, industries, research laboratories projects necessary/required/ancillary/incidental to the
47

21.

22.

23.

24.

25.

26.

27.

28.

Prospectus objects of the Company and to export products manufactured/produced by the Company and products of all other kinds. 29. 30. 31. To carry out joint ventures with other companies, firms in Pakistan and/or other countries. To cause the Company to be registered or recognized in any part of the world. To apply for and obtain necessary consents, permissions and licences from any Government, State, Local and other Authorities for enabling the Company to carry on any of its objects into effect as and when required by law. To carry on any other business w hich seem to the Company capable of being conveniently carried on in connection w ith its business or calculated directly or indirectly to enhance the value of or render profitable any of the Companys property or rights. To do all or any of the above things and all such other things as are incidental or may be thought conducive to the attainment of the above objects or any of them or are calculated to add the income or value of assets of the Company connected with these objects in any part of the world, and as principals, agents, contractors, or trustees and by or through trustees, or agents, and either alone or in conjunction with others, and the intention is that the objects set forth in each of the several paragraphs of this Memorandum are independent of each other, shall have the widest possible construction and shall not be limited or restricted by reference to or inference from the terms of any other paragraph of this clause or the name of the Company. It is hereby declared that not-with-standing anything contained in any foregoing object clauses of this Memorandum of Association, nothing shall construe and empower the Company to indulge or undertake directly or indirectly, banking business, managing agency business, leasing business, Insurance business or business of any investment company and other unlaw ful operation. Notw ithstanding anything stated in any object clause, the company shall obtain such other approval or licence from the competent authority, as may be required under any law for the time being in force to undertake a particular business. LIABILITY The liability of the members is limited. V. SHARE CAPITAL The Authorized Capital of the Company is PKR 350,000,000/- (Rupees Three Hundred and Fifty Million) divided into 35,000,000 ordinary shares of PKR10/- each with power to increase, consolidate, sub-divide, reduce or otherwise reorganize the capital of the Company subject to any permission required under law .

32.

33.

34.

35.

IV.

48

Prospectus We, the several persons w hose names and addresses are subscribed below , are desirous of being formed into a Company, in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the Capital of the Company as set opposite to our respective names : Name and S urname (Present Forme r) i n Full (In Block Le tte rs) Fathe rs /Hus ban ds Name in Full Nationality With an y Former Nationality Occu pation Resi den tial Address (In Full) Number of S hares Taken by Each su b-S cribe r 14 S ignatu re

Sir Anwar P arvez 61101-6731745-3

S/O Chaudry Khuda Buks h

Pakist ani

Business man/ Industrialist

F ulmer Court Fram ewood R oad, Wexham, Buckinghams hire, SL2 4QS England. Shadab, Canal Bank, Aziz Avenue, Gulberg 5, Lahore. B-37, K.D.A Scheme No.1 Kars az R oad, Karachi 86/2, 10th Street, Khay aban-e- Sehar, Phas e VI, D.H.A Karachi.

Syed Yawar Ali 35202-2818500-1 Mr. Bas hir H. Ali Moham mad 42201-3554500-1

S/O Sy ed Am jad Ali S/O Haji A li Mohamm ad

Pakist ani

Business man/ Industrialist

28

Pakist ani

Business man/ Industrialist

28

Mr. Arif Habib 42301-1015651-1

Pakist ani S/O Mr. Habib Haji Shakoor S/O Mr. Muhamm ad Saeed Tiwana Pakist ani

Business man/ Industrialist

13

Mr. Asim Tiwana 272-66-272013

Business man/ Industrialist Main G.T Road, J hangi Sy eden, Tarnol, Islam abad

15

Syed M aratib Ali 35200-1501367-9

Pakist ani S/O Sy ed Yawar Ali Pakist ani S/O Mr. Bas hir H. Ali Mohamm ad

Business man/ Industrialist Shadab, Canal Bank, Aziz Avenue, Gulberg 5, Lahore.

Mr. Ziad Bas hir 42201-2038588-5

Business man/ Industrialist

B-37, K.D.A Scheme No.1 Kars az R oad, Karachi..

Dated this: 9t h day of Fe bruary 2007 Witness to the above Signatures Full Name: Mr. Fazal Rehman Fathers Full Name: Mr. Abdul Rehman Signature: ___________________

Total Shares Taken (One Hundre d Only)

100

Nationality: Pakistani Occupation: Private Service Full Address: 3-C, LDA Flats, Lawrence C.N.I.C 35202-2301862-9 Road, Lahore.

49