ADVICE FOR INVESTORS

First Credit and Investment Bank Limited PROSPECTUS

For Issue of 25,000,000 ordinary shares at par value of Rs. 10 per share to the general public out of the total capital of Rs. 650,000,000 divided into 65,000,000 ordinary shares of Rs.10 each

SUBSCRIPTION DATES

From July 09, 2008 to July 10, 2008 (Both days inclusive) During Banking Hours

FINANCIAL ADVISOR TO THE ISSUE

AKD Securities Limited UNDERWRITTEN BY

Allied Bank Limited AKD Securities Limited

The Bank of Punjab Pak -Libya Holding Co. Limited

Faysal Bank Limited Saudi Pak Industrial & Agricultural Co. Ltd

Date of publication of Prospectus June 29 , 2008

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 4.5 BEFORE MAKING ANY INVESTMENT DECISION SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATION IN THE NAME OF SAME PERSON) IS PROHIBITED AND SUCH APPLICATIONS’ MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A OF THE S ECURITIES AND EXCHANGE ORDINANCE, 1969

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GLOSSARY OF TECHNICAL TERMS

CDA Central Depositories Act, 1997

CDC/CDCPL The Central Depository Company of Pakistan Limited

CDS Central Depository System

CNIC Computerized National Identity Card

Commission / SECP Securities and Exchange Commission of Pakistan

Company / FCIB First Credit and Investment Bank Limited

CVT Capital Value Tax

GOP Government of Pakistan

IPO Initial Public Offering

Issue Initial Public Offering of ordinary shares of First Credit and Investment Bank Limited

ITO Income Tax Ordinance, 2001

KIBOR Karachi Inter Bank Offer Rate

KSE/Stock Exchange Karachi Stock Exchange (Guarantee) Limited

Ordinance Companies Ordinance, 1984

WHT Withholding Tax

FDI Foreign Direct Investment

GDP Gross Domestic Product

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TABLE OF CONTENTS

1. APPROVALS AND LISTIN G ON THE STOCK EXCHANGE ..................................................4

2. SHARE CAPITAL AND RELATED MATTERS.............................................................................6

3. UNDERWRITING, COMMIS SIONS, BROKERAGE AND OTHER EXPENSES ............. 12

4. HISTORY AND PROSPECTS ............................................................................................................. 14

5. FINANCIAL INFORMATION ............................................................................................................ 22

6. MANAGEMENT ...................................................................................................................................... 30

7. MISCELLANEOUS INFORMATION.............................................................................................. 36

8. APPLICATION AND TRANSFER INSTRUCTIONS..................................................................40

9. SIGNAT ORIES TO THE PROSPEC TUS ........................................................................................ 44

10. MEMORANDUM OF ASSOCIATION ......................ERROR! BOOKMARK NOT DEFINED.

11. APPLICATION FORM

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PART 1 1. APPROVALS AND LISTING ON THE STOCK EXCHANGE 1.1 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 First Credit & Investment Bank Limited (the “Company” or “FCIB”) 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 of the Company has been cleared by the Karachi Stock Exchange (Guarantee) Limited (“KSE”), in accordance with the requirements under its Listing Regulations. While clearing the Prospectus, KSE neither guarantees the correctness of the contents of the Prospectus nor the viability of the Company. The KSE has not evaluated the quality of the Issue, and its clearance 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.

1.3 LICENSE TO CARRY OUT INVESTMENT FINANCE SERVICES AS A NON-

BANKING FINANCE COMPANY The Company obtained license from SECP to carry out investment finance services (“IFS”) on January 15, 2004, which has been renewed by the Commission vide letter dated January 18, 2008 for a period of one year w.e.f January 15, 2008. Renewal of the said license is subject to the conditions mentioned below, or as may be prescribed or imposed hereafter:

1. First Credit and Investment Bank Limited shall ensure compliance of Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003, Non-Banking Finance Companies and Notified Entities Regulations 2007, Companies Ordinance, 1984 and directions issued by the Commission from time to time.

2. No director of First Credit and Investment Bank Limited shall be appointed as a

director on the board of any other NBFC engaged in similar business/holding similar licenses.

3. First Credit and Investment Bank Limited shall get itself listed on Karachi Stock

Exchange latest by March 31, 2008; and

4. The said license is renewable on annual basis as specified in the Non-Banking Finance Companies (Establishment & Regulation) Rules, 2003.

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Note: The deadline as mentioned in 3 above has been extended till November 20, 2008by the Commission vide letter No. SEC/NBFC-I-FC&IB/ /2008 dated June 16, 2008.

1.4 FILING OF THE PROSPECTUS AND OTHER DOCUMENTS WITH THE

REGISTRAR OF COMPANIES

The Company has filed with the Registrar, Companies Registration Office, as required under Section 57(3) and (4) of the Companies Ordinance 1984, a copy of this Prospectus signed by all the Directors of the Company, along with the following documents attached hereto:

a) Letter dated March 05, 2008 from the Auditors of the Company, M. Yousuf Adil

Saleem & Co, 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.

b) Copies of Material Contracts and Agreements mentioned in Part 7 of this Prospectus as

required under Section 57(4) of the Ordinance. c) Written confirmations of the Auditors of the Company, 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.

d) Consent of Directors and Chief Executive of the Company who have consented to their

respective appointments being made and their having been named or described as such Directors and 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.

1.5 LISTING ON THE KSE

Application has been made to the KSE for permission to deal in and for quotation of the shares of the Company. In accordance with the “Regulation for Future Trading in Provisionally Listed Companies” of KSE the Company shall stand provisionally listed for trading and for quotation of its shares on the KSE from the date of publication of this Prospectus or any other date as may be specified by the KSE. If for any reason, the application for formal listing is not accepted by the KSE, 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 Prospectus as required by the provisions of Section 72 of the Ordinance.

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PART 2

2. SHARE CAPITAL AND RELATED M ATTERS 2.1 SHARE CAPITAL

No. of Shares

Face Value Rs.

Premium Rs.

Total Rs.

Authorized Capital Ordinary Shares of Rs.10 each 75,000,000 750,000,000 - 750,000,000

Issued, Subscribed and Paid-up Capital Issued for Cash Issued as Bonus

3,500,000 36,500,000

35,000,000 365,000,000

- -

35,000,000 365,000,000

Total 40,000,000 400,000,000 - 400,000,000 The existing issued, subscribed & paid-up capital of the Company is held as follows:

SPONSORS National Bank of Pakistan. 20,000,000 200,000,000 - 200,000,000 Water and Power Development Authority 20,000,000 200,000,000 - 200,000,000

Total 40,000,000 400,000,000 - 400,000,000 PRESENT ISSUE Now offered for subscription to the General Public Ordinary Shares of Rs. 10/- each 25,000,000 250,000,000 - 250,000,000 GRAND TOTAL 65,000,000 650,000,000 - 650,000,000

Notes:

(i). As per Listing Regulation No. 6(A)(7)(i) of the KSE, sponsors’ shareholding in

excess of 25% shall not be saleable for a period of six months from the date of public subscription.

(ii). As per Rule 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.

2.2 OPENING AND CLOSING OF THE SUBSCRIPTION LIST

The subscription list will Insh ’Allah open at the commencement of banking hours on July 09, 2008 and will close on July 10, 2008 at the close of banking hours.

2.3 INVESTOR ELIGIBILITY

Eligible investors include Pakistani citizens resid ing 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 Trust Deed and existing regulations) and branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

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2.4 MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES

The basis and conditions of allotment to the general public shall be as follows:

a) The minimum amount of application for subscription of 500 ordinary shares is Rs.

5,000/- b) Submission of fictitious and multiple applications (more than one application in

the name of same person) is prohibited and such applicants’ money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.

c) Application for shares below the total value of Rs. 5,000/- shall not be entertained. d) Applications for shares must be m ade for 500 shares or in multiples of 500 shares only.

Applications whic h are neither for 500 shares nor for multiples of 500 shares shall be rejected.

e) If the shares to be offered to the general public are sufficient to accommodate all

applications , all applications shall be accommodated. f) If this issue is oversubscribed in terms of number of applications and amount, the shares

will be allotted by conducting computer balloting in the presence of representative(s) of the KSE in the following manner:

(i). If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated then balloting will be conducted among applications for 500 shares only.

(ii). If all 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 cannot 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 all applications for 1,500 shares cannot 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 cannot be accommodated then balloting will 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 following manner:

1. 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 the remaining shares shall be allotted on prorata basis.

2. If the remaining shares are not sufficient to accommodate all the remaining

applications for at least 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to the successful applicants.

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g) If the issue is oversubscribed in terms of amount only, then the allotment of shares shall

be made on the following basis:

(i). First preference will 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;

(v). After allotment of the above, the balance shares, if any, shall be allotted on a

prorata basis to the applicants who applied for more than 2,000 shares.

h) Allotment of shares will be subject to scrutiny of the applications for subscription.

i) Applications which do not meet with the above requirements or which are incomplete will be rejected.

2.5 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

The Company shall take a decision 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 applications within ten (10) days of the date of such decision, 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 within the time specified therein, the Directors of the Company shall be jointly and severally liable to repay the money with surcharge at the rate of 1.5%, for every month or part thereof from the expiration of the 15th day and, in addition, to a fine not exceed ing Rs. 5,000/- and in case of continuing offense to a further fine not exceeding Rs. 100/- per day after the said 15th day of 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.

2.6 MINIMUM SUBSCRIPTION FOR ALLOTMENT

The minimum subscription on which the directors will proceed to allot shares is the full amount of the present issue of Rs. 250 million (Rupees Two Hundred and Fifty Million) which has also been underwritten in full, and in the opinion of the directors, must be raised in order to provide the capital required by the Company.

2.7 ISSUE AND DISPATCH OF SHARE CERTIFICATES

The Company will dispatch share certificates to successful applicants through their Banker to the Issue or by credit ing the respective Central Depository System (“CDS”) accounts of the successful applicants within thirty (30) days of the close of public subscription, as per Listing Regulations of the KSE. Shares will be issued either in scrip-less form in the CDS or in the shape of physical scrips on the basis of option exercised by the successful applicants. Shares in the physical form shall be dispatched to the Bankers to the Issue whereas scripless shares shall be credited through book entries in the respective accounts maintained with the Central Depository Company of Pakistan (“CDCPL”) Limited.

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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 exercise 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 requirements of the Listing Regulations of the KSE, it shall pay to the Stock Exchange a penalty of Rs. 500/- per day or part thereof during which the default continues. The Stock Exchange may also notify the fact of such default and the name of the Company by notice and also by publication in its Ready-Board Quotation.

2.8 TRANSFER OF SHARES 2.8.1 Physical Scrips

The Directors of the Company shall not refuse to transfer any fully paid share unless the transfer deed for any reason is defective or invalid under the provisions of Section 77 of the Companies Ordinance, 1984, provided that the Company shall within 30 days from 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.

2.8.2 Transfer under book entry system

The shares maintained with the CDS in the book entry form shall be transferred in accordance with the provisions of the Central Depositories Act, 1997 and the Central Depository Company of Pakistan Limited Regulations.

2.9 SHARES ISSUED IN PRECEDING YEARS

An aggregate of 40 million fully paid ordinary shares of the face value of Rs. 10/- each have been issued during the preceding years. Following are the details of the shares issued during the preceding years:

No. of shares Par value (Rs.)

Amount (Rs.)

Consideration Date of Issue

30 10/- 300/- Cash 08-08-1989 999,970 10/- 9,999,700 /- Cash 31-12-1990 250,000 10/- 2,500,000/- Bonus shares 16-11-1994 1,250,000 10/- 12,500,000/- Bonus shares 03-08-1995 2,500,000 10/- 25,000,000/- Right shares - Cash 07-02-1996 1,250,000 10/- 12,500,000/- Bonus shares 20-12-1997 1,562,500 10/- 15,625,000/- Bonus shares 26-12-1998 781,250 10/- 7,812,500/- Bonus shares 26-06-2000 859,350 10/- 8,593,500/- Bonus shares 25-04-2001 945,310 10/- 9,453,100/- Bonus shares 05-12-2005 1,559,760 10/- 15,597,600/- Bonus shares 01-11-2006 28,041,830 10/- 280,418,300/- Bonus shares 15-11-2007

40,000,000 400,000,000

There has been no other issue of shares during the preceding years other than those mentioned above.

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2.10 PRINCIPAL PURPOSE OF THE PUBLIC ISSUE The purpose of th is Issue is to raise capital for expanding the Company’s operations and broaden share ownership of the Company. The funds will be employed into the Company to further accelerate the growth already achieved by FCIB.

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 same. The Company in its general meeting may declare dividends but no dividends shall exceed the amount recommended by the Directors. 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 otherwise 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 DIVIDEND HISTORY

The Company has paid the following dividends to date:

2008 HY

2007 2006 2005 2004 2003 2002 2001 2000 1999

Cash (%)

10.0 (i)

- 7.5 10.0 - - - 15.0 15.0 -

Bonus (%)

234.5 (i)

15.0 10.0 - - - - 10.0 10.0 25.0

(i) Interim

2.14 ELIGIBILITY FOR DIVIDEND

The Company in this matter will follow the provisions 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 dividend as may be declared by the Company subsequent to the date of issue of such new shares".

The Company has already declared 234.5% interim bonus and 10% interim cash dividend for the financial year 2008. The prospective investors should note that the new shares being offered through this prospectus will not be eligible for the said declaration.

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2.15 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).

2.16 WITHHOLDING TAX ON DIVIDENDS

Profit distribution to the shareholders will be subject to withholding tax at source under section 150 of the Income Tax Ordinance, 2001 at the rate of 10% as specified in part I, Division III of First Schedule to the said Ordinance. In terms of the provision of Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits.

2.17 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 Tax Ordinance, 2001. This exemption is presently available up to the income year ending June 30, 2010.

2.18 DEFERRED TAXATION

Deferred tax is accounted for using the liability method in respect of all temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying amount. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that the temporary difference will reverse in the future and the taxable profits will be available against which the temporary differences can be utilized. The carrying amount of deferred tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the deferred tax asset to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on the tax rates that have been enacted or subsequently enacted at the balance sheet date. The Company has booked no deferred tax asset/liability as of December 31, 2007.

2.19 CAPITAL VALUE TAX (“CVT”) & WITHHOLDING TAX ON SALE/PURCHASE

OF SHARES

Pursuant to the provision of Section 233 (A) of the Income Tax Ordinance, and Capital Value Tax (Finance Act, 1989), the following charges are applicable on sale and purchase of securities: a) 0.02% Capital Value Tax will be charged on purchase of all shares, Modaraba

certificates and instruments of redeemable capital as defined in the Ordinance. b) 0.01% Withholding Tax will be charged on the sale of all shares, Modaraba certificates

and instruments of redeemable capital as defined in the Ordinance.

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PART 3

3. UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER

EXPENSES 3.1 UNDERWRITING

The Present Issue of 25,000,000 ordinary shares of the face value of Rs. 10 per share, offered at par has been fully underwritten as under:

Names of Underwriter No. of Shares Amount (Rs.) Allied Bank Limited 5,000,000 50,000,000 Faysal Bank Limited 5,000,000 50,000,000 The Bank of Punjab 5,000,000 50,000,000 AKD Securities 4,000,000 40,000,000 Pak-Libya Holding Co. 4,000,000 40,000,000 Saudi Pak Industrial & Agricultural Co. 2,000,000 20,000,000

TOTAL 25,000,000 250,000,000

If, and to the extent, shares offered are not subscribed and paid for in cash and in full by the closing of the public subscription list, the Underwriters shall, within 15 days of being duly called by the Company to do so, subscribe and pay for, or procure subscribers to subscribe and pay for, in cash in full, those shares not subscribed, in proportion to their underwriting commitments. In the opinion of the Directors, the resources of the Underwriters are sufficient to discharge their underwriting commitments.

3.2 BUY-BACK/REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY-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 UNDERWRITER(S) OR THEIR ASSOCIATE(S). THE ISSUER AND ITS ASSOCIATE(S) SHALL NOT BUY-BACK/REPURCHASE SHARES FROM THE UNDERWRITER(S) AND THEIR ASSOCIATE(S).

3.3 UNDERWRITING COMMISSION

The Underwriters have been paid an underwriting commission @ 0.90% on the amount of public issue underwritten by them. In addition, a take up commission @ 0.75% shall be paid to the Underwriters on the number 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 0.25% 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. No commission shall be paid to the Bankers in respect of shares taken up by the Underwriters by virtue of their respective underwriting commitments.

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3.5 BROKERAGE

For this Issue, Brokerage shall be paid to the members of the Stock Exchanges at the rate of 1.0% of the value of shares actually sold through them. No brokerage shall be payable in respect of shares taken up by the Underwriters by virtue of their underwriting commitments.

3.6 EXPENSES OF THE ISSUE

The expenses of this Issue are estimated not to exceed Rs. 12,152,500/- which would be borne by the Company. Expense Rate Amount (Rs.) Underwriting Commission 0.90% 2,250,000 Take up Commission* 0.75% 1,875,000 Bankers to the Issue Commission* 0.25% 625,000 Brokerage to Members of the Stock Exchange* 1.00% 2,500,000 Consultant to the Issue Fees 2,500,000 Printing, Publication and notice costs 600,000 KSE Fees and Listing Charges 735,000 CDC Fees and Deposits 67,500 SECP Application and Processing Fee 50,000 Legal & Professional Fees 200,000 Balloters, Transfer Agents and Share Registrars 600,000 Miscellaneous Cost 150,000 TOTAL 12,152,500

* These amounts represent the maximum possible costs under these heads.

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PART 4

4. HISTORY AND PROSPECTS 4.1 THE COMPANY

The Company was incorporated on August 31, 1989 as a private limited company with the name of First Credit and Discount Corporation Limited and converted into a public limited company on November 01, 2003. The name of the Company was changed to F irst Credit and Investment Bank Limited on March 15, 2006. The Company obtained the license to carry out Investment Finance Services as a Non-Banking Finance Company on January 15, 2004. FCIB is a public limited company, working as a Non-Banking Finance Company (NBFC) and is regulated by the SECP. It is playing a pivotal role as the prime financial institution engaged in promoting development and growth of business entities by providing both fund based and non-fund based professional assistance. The Company has been assigned a credit rating of BBB+ (Triple B Plus) – Long Term and A2 (A Two) – Short Term by JCR-VIS Credit Rating Company Limited vide its report dated October 01, 2007.

4.2 BUSINES S DESCRIPTION OF THE COMPANY

FCIB offers a wide range of investment banking products and services to its customers in all sectors of the economy. A summary of revenue generation by each segment is presented in the table below:

Revenue - PkR 6 months 12 months 12 monthsSyndicate & Direct Financing 17,630,184 37,033,539 23,479,810 Treasury & Money Market Activities 41,846,798 40,723,861 53,016,575 Equity Investment & Trading 13,445,707 65,423,152 54,658,271 Fixed Income/ Debt Securities 18,803,713 38,638,757 33,886,684 Corporate Finance Advisory 2,616,625 6,217,417 4,472,750 Bank Guarantee and Letter of Credit 381,250 872,500 1,362,944

Total 94,724,277 188,909,226 170,877,034

31-Dec-07 30-Jun-07 30-Jun-06

4.2.1 Syndication and Direct Financing Facilities

FCIB is engaged in various financing activities through syndications and on standalone basis.

4.2.2 Treasury and Money Market Activities

A separate division for the treasury operations has been established which is quite active in the money market and financing other fund based activities. Presently, this division is generating fund from various sources including treasury lines, deposits schemes.

4.2.3 Equity Investment and Trading

FCIB has a well diversified equity portfolio and also takes advantage of trading opportunities for earning optimum capital gains. However, the Bank follows a cautious investment strategy in order to minimize the systematic stock market risk. Additionally, FCIB is an active arbitrage and CFS market player.

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4.2.4 Fixed Income/Debt Securities

FCIB is an active player of debt market development in Pakistan. The Bank has closed various large sized bond issues like WAPDA and the Civil Aviation Authority bond issues. Underwriting of listed TFC has been another revenue generating avenue for FCIB.

4.2.5 Corporate Finance Advisory/Investment Banking

FCIB acts as advisor and financial agent for companies in obtaining direct bank loans, syndicated loans, issuing debt securities, export credits, leases and project finances. It also assists companies in private placements of debt and equity securities in addition to financial restructuring, mergers and acquisitions and preparation of resource mobilization plan. In corporate finance transactions FCIB provides the entire range of services from preparation of feasibility reports to raising of funds and subsequent mobilization of the same.

4.2.6 Bank Guarantees and Letters of Credit

FCIB also provides repayment/performance guarantees in addition to opening and partic ipating in inland letter-of-credit on behalf of its clients.

4.2.7 Deposit Schemes (Certificate of Deposits)

FCIB is most proactive in meeting its customer’s investment needs. FCIB has a team of professionals working towards meeting the challenges of a dynamic financial environment. FCIB ensures implementation of modern principles of investment management and prudent practices in meeting the optimum risk-return balance inline with the overall investment strategy.

4.3 SECTOR REVIEW

The Investment Bank ing sec tor in Pakistan offers a wide range of services varying from raising money for government and corporations through Equity and Debt markets to advising on buy/sell transactions and trading securities. With the global economy multiplying rapidly, banking in general and investment banking in particular has seen the revenue bars rise manifold, doubling the FY03 levels and reaching to massive USD 84.3 Billions in revenues in FY07 globally 1. This itself speaks for the investment banking industry and reveals the growth potential in the sector. Over the last five years, Pakistan has been able to benefit from the growing global economy as the GDP growth has averaged 6.98 percent2. In order to take full advantage of this growth, investment banks were the need of time as they are capable of handling sophisticated financial transactions carried out by the talented human resource. To generate FDI inflow and attract investors to Pakistan, Investment Banks played a very important role. As the investment banking business has huge potential to earn high profits, majority of the commercial banks have setup their own investment banking divisions, which have massive ly contributed towards the profitability of these commercial banks.

With the political turmoil settling down, it is expected that the resources would be once again directed towards economic growth of the country, which would require quality investment banks. The operating margin and net margin for the sector is currently 20 percent and 16 percent respectively whic h is very attractive compared to other sectors of the

1 IFSL Research-Banking 2008( page 1). 2 Economic Survey 2007-2008.

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economy3. ROE is around 12.2% currently, which is also a positive indicator for the investment banking sector4.

4.4 FUTURE PROSPECTS & STRATEGY

FCIB has made a significant progress since obtaining the Investment Finance Services license. A strengthened capital base will enable it to expand in new areas while core products are suitably established to continue making significant contribution to profitability. Further, FCIB will make investment in infra-structure and human capital to ensure long-term viability and profitability.

FCIB’s focus will continue to be on profitable growth in the existing lines of business with the ultimate objective of long term shareholder value creation. The long term vision and Company’s focus on fundamental core strengths including customer satisfaction, risk management, cost control, diversification of the product and superior execution in each of the core businesses is expected to assist to grow further in the forthcoming future.

Going forward the Company plans to focus on and strengthen its Corporate Finance/Investment Banking division. The management has vast experience of the field and will be instrumental in achieving desired results. The CEO of FCIB has more than 30 years of experience in the banking sector, and the CFO has more than 15 years of the same. Furthermore, three of the directors of the Company are seasoned bankers, who will help the management in running the corporate finance/investment banking division effectively.

4.5 RISK FACTORS

In making the investment decision, the investor may take into consideration the following risk factors:

4.5.1 Company Specific Risk

Credit Risk and Concentrations of Credit Risks

Credit risk is the risk that one party will fail to discharge an obligation and cause the other party to incur a financial loss. Concentration of credit risk arises when a number of counterparties are engaged in similar business activities, or have similar economic features that would cause their ability to meet contractual obligation to be similarly affected by changes in economic, political or other conditions.

Mitigant

The Company controls credit risk by monitoring its credit exposure on a continuing basis through its internal credit committee. FCIB has stringent policies in place for approval of a credit facilities , the credit portfolios are reviewed on quarterly basis. As for the concentration of credit risk the Company has extended credit to diverse mix of clients/industries

3 AKD Research 4 AKD Research

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Interest Rate Risk

Interest rate risk is the risk of decline of earnings due to adverse movement of interest rate curve. Interest rate risk arises from the possibility that change in interest rate will affect the value of the financial instruments.

Mitigant

The Company manages interest rate risk by extending floating (KIBOR linked) loans. FCIB while dealing in the financial instruments negotiates attractive fixed interest rates, which reduces the interest rate price risk.

Political & Economic Risk

Political and Economic risk can arise from volatile geo-political environment in the country. Such instability could cause hindrance in local and especially foreign investment.

Mitigant

The Company is well placed to tackle such a situation due to its diversified range of products and negligible dependence on foreign investment. FCIB has proved its ability to survive political and economic instability during its history of 19 years.

Business Risk

Business risk is the risk of lack of demand for credit & investment opportunities and also the risk of management failure.

Mitigant

The Company has seen the worst of times for the investment banking industry, therefore the chances of the Company collapsing are rather bleak. As for the management set-up, the present management has been successfully running the show for more than a decade. During this period its operating performance and financial viability has been quite satisfactory.

Operational Risk

This is the risk that the company may not be able to deliver its services to its clients due to any unforeseen problems in its system or its failure to extract the desired results from its employees. Another aspect of operational risk pertains to any action taken by the company that does not comply with the SECP Regulat ions for Investment Finance Service.

Mitigant

The Company has very professional and highly experienced individuals, who have time and again shown their ability to serve client efficiently. The Company also strictly follows the rules laid down by SECP in its NBFC Rules for carrying out Investment Finance Services. The directors of FCIB meet regularly to ensure compliance with the regulatory frame-work.

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License Suspension Risk

This is the risk that the Investment Finance Services license granted by the Commission might be suspended or cancelled/revoked.

Mitigant

The Company has a history of 19 years of professional operations and has not been involved in any irregularity during this time. Furthermore, the management that has successfully managed the Company is not expected to change. These are reasonable basis to assume that FCIB will not be involved in a situation that might lead to suspension or cancellation of its Investment Finance Services license. Regulatory Risk

Regulatory Risk is associated with any changes in the regulatory framework such as the introduction of new rules/schedule as per SECP Regulations and SBP discount rate policy. Mitigant

This risk can be mitigated by pursuing a proactive and cautionary approach, which means credit is extended to diversified basket of clients. The SBP discount rate regime risk can effectively managed by borrowing/lending at KIBOR liked interest rates. Competition Risk

Competition risk may be seen from investment banks in the form of price war resulting in reduction in spreads Mitigant The Company is earning high enough spreads on its loans to be able to sustain a decrease in the same.

Infrastructure Risk

Performance of the company may be affected primarily due to failure in the information technology infrastructure and inadequate risk management by the back office. Mitigant The Company is expected to mitigate the impact of infrastructure risk through employing adequate risk management measures to ensure that exposure remains within prudent limits. In addition, disaster recovery plans should help mitigate the impact of risk arising from failure of information technology infrastructure. Corporate governance measures shall also be employed to further facilitate this effort.

Default Risk

This is the risk of FCIB failing to settle its liabilities due to inadequate availability of liquid assets.

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Mitigant This risk is mitigated by the Company with a current ratio of 1.15X as on June 30, 2007 which illustrates prudent risk management policies of the Company.

4.5.2 Instrument Specific Risk

Under-Subscription Risk This is the risk that the IPO may get undersubscribed on account of lack of investor interest. Mitigant Fair value of FCIB share is estimated to be Rs. 11.8/- per share based on the following valuation techniques: 1) Price-Earnings Method.

2) Price to Book Method.

§ Price-Earnings Ratio (PER) Valuation

The following formula is used to compute PER based price of FCIB.

PER Price = Sector PER Multiple * FCIB’s Annualized HY08 EPS

HY08 EPS of Rs. 0.38/- per share can be annualized to forecast full year EPS, which computes to Rs. 0.76/- per share. If we apply the sector PER multiple of 10.3X (as on June 13, 2008), the P/E based fair value calculates to Rs. 7.83/- per share.

§ Price to Book Value Ratio (P/B) Valuation

The formula below is used to compute P/B based price for FCIB.

P/B Price = Sector P/B Multiple * FCIB’s Diluted HY08 BV/Share

Based on HY08 fully diluted book-value of Rs. 12.3 per share and sector P/B multiple (as on June 13, 2008) of 1.28X, FCIB’s P/B multiple based fair value computes to Rs. 15.74/- per share.

Valuation Technique Price (PKR/Share)

PER

7.83 P/B

15.74 Average Price/Share 11.8

The companies used for evaluation of sector multiples include:

1. Escorts Investment Bank 2. Dawood Investment Bank 3. Security Investment Bank 4. Trust Investment Bank

Orix Investment Bank Pakistan and IGI Investment bank have been excluded because these are loss making investment banks.

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Benchmarking

Sales 841,511,657 1,235,301,695 315725688 732402635 781,235,419 Capex 28,957,704 59,462,278 5148919 76547811 42,529,178 Operating Profit 141,885,051 178,476,874 97778481 125860542 136,000,237 Depreciation 18,353,613 16,161,584 58282479 12340222 26,284,475

Market Capitilisation 562,275,000 3,698,592,760 227,196,160 1,783,524,380 1,567,897,075 Debt 961,215,341 1198648044 0 249973660 602,459,261 Cash and cash equivalents 133,428,181 9403986 102460234 200947091 111,559,873 NPAT 130,095,000 206,173,480 44,581,888 128,816,600 127,416,742 No. of shares 44,100,000 56,954,000 21,433,600 58,553,000 45,260,150 Share price (June 13, 2008) 12.75 64.94 10.6 30.46 30 EPS 2.95 3.62 2.08 2.2 2.71

Equity 802,232,726 1,591,618,430 654171206 1022658460 1,017,670,206 Book value per share 18 28 31 17 24 EBITDA/Share 3.63 3.42 7.28 2.36 4 Sales/share 19.08 21.69 14.73 12.51 17

OUTPUT

EV 1,390,062,160 4,887,836,818 124,735,926 1,832,550,949 2,058,796,463 EBITDA 160,238,664 194,638,458 156,060,960 138,200,764 162,284,712 EV/EBITDA 8.67 25.11 0.80 13.26 11.96 EV to Sales 1.65 3.96 0.40 2.50 2.1

PER 4.32 17.94 5.10 13.85 10.30 P/BVPS 0.70 2.32 0.35 1.74 1.28 ROE 16.2% 13.0% 6.8% 12.6% 12.1%Operaing Margin 0.17 0.14 0.31 0.17 19.87%Net Margin 0.15 0.17 0.14 0.18 15.96%

AverageSecurity Trust Escorts Dawood

Investors are being offered the shares at Rs. 10/- per share, which translates into a discount to fair value of 18%. In view of this discount, the chances of shares getting under-subscribed are minimal. Furthermore, the PER calculation ignores the income that will be generated from the IPO funds. Price Risk This is the risk that the share price of FCIB may decline as a result of negative trend at the Karachi Stock Exchange. In addition to that the risk can get amplified if the company fails to sustain its impressive growth, forcing the investors to revise their expectations of Company’s share price in an adverse manner. Mitigants This risk is mitigated by strong performance by the Company since inception. Further, the Company has also diversified its business lines by strengthening its loan book and advisory services division. Therefore, these measures will precipitate into a higher earnings potential for the Company and reinforce investor confidence in FCIB commitment to provide its shareholders with maximum value. Note: It is stated that all material risk factors have been disclosed and nothing has been concealed in this respect.

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4.6 CONDITIONS IMPOSED BY THE SECP ON NBFCs THROUGH SRO

1132(I)/2007 DATED NOVEMBER 21, 2007 4.6.1 Minimum Equity Requirement for NBFCs Holding Investment Finance Services

License (Part I General – Rule No.3) 4.6.2 Limit on Aggregate Liabilities of an NBFC Aggregate

Under Rule No.4 of Part I, Aggregate liabilities of the Company, excluding security deposits shall not exceed seven times of its equity for the first two years of its operation and ten times in the subsequent years.

4.6.3 Creation and Building up of Reserve

Under Rule No.14 of Part II, the company shall create reserve fund to which following shall be credited:

(a) an amount not less than 20% of its after tax profits till such time the reserve fund

equals the amount of the paid up capital; and (b) thereafter a sum not less than 5% of its after tax profits

4.6.4 Maximum exposure of NBFC to a single person and Group

Under Rule No. 15 of Part II, the total outstanding exposure by an NBFC to any single person shall not at any time exceed 30% of the equity of the Company (as disclosed in the latest financial statements), subject to the condition that the maximum outstanding against fund-based exposure doest not exceed 20% of the equity of an NBFC.

The total outstanding exposure by an NBFC to any group shall not at exceed 50% of the equity of the Company (as disclosed in the latest financial statements), subject to the condition that the maximum outstanding against fund-based exposure doest not exceed 35% of the equity of an NBFC.

4.6.5 Limit on Clean Placements

Under Rule No. 16 of Part II, the Company shall not take aggregate exposure in form of clean placements in excess of the amount of its equity, at any time.

4.6.6 Total Investment in Equities

Under Rule No. 28 of Part II, the Company shall not make total investment in shares, equities or scrips in excess of 100% of its own equity or of the issued capital of that company, which ever is lower. The shares will be valued at cost of acquisition for the purpose of calculating the exposure of the Company, under this condition. The shares acquired in excess of 10% limit due to the underwriting commitments will be sold off or off loaded within a period of six months from the date of acquisition of such shares.

Time Line Equity Requirement Existing Rs. 300 Million June 30, 2008 Rs. 500 Million June 30, 2009 Rs. 700 Million June 30, 2010 Rs. 1,000 Million

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4.6.7 Underwriting Commitments

Under Rule No. 30 of Part II, all underwriting commitments shall be fully backed by either available funds or firm standby lines of credit or other funding arrangements.

4.6.8 Conditions for margin loans

Under Rule No. 31 of Part II, the grant of margin loans to clients shall be in accordance with the following conditions:

(a) the aggregate of margin loans granted by the Company shall not exceed fifty

percent of its equity; (b) the margin to be maintained by the client with the Company shall not be less than

30% of the loan amount outstanding calculated as the residual value obtained after deducting the loan amount outstanding from the market value of the portfolio;

(c) margin loans to a single client or an associated company or undertaking shall not exceed 10% of the equity of the Company;

(d) margin loans shall be approved in accordance with a pre-defined policy in writing duly approved by the board of directors for the purpose and shall not be granted to any employee, officer, director, or a shareholder having a beneficial ownership including that of close relatives of more than ten percent in the paid -up capital of the Company whether directly or indirectly (through their close relatives, companies controlled by them, affiliates, subsidiaries, or by way of acting in convert with others).

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PART 5 5. FINANCIAL INFORMATION 5.1 Auditors report under section 53(1) read with clause 28 of section 2 part I of the Second

Schedule to the Companies Ordinance, 1984, for the purpose of inclusion in the prospectus of First Credit and Investment Bank Limited

06-16/1325 March 5, 2008

The Board of Directors First Credit and Investment Bank Limited 2nd floor, Sidco Avenue Centre, Stratchen Road, Karachi-74200

AUDITORS’ REPORT UNDER SECTION 53(1) READ WITH CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS FOR ISSUE OF ORDINARY SHARES

We have reviewed the audited financial statements of First Credit and Investment Bank Limited (the Company) for the five years ended June 30, 2003 to June 30, 2007 and for the half year ended December 31, 2007, in accordance with section 53(1) read with Clause 28 of Section 2 of Part 1 of the Second Schedule to the Companies Ordinance, 1984.

The financial statements, for the aforementioned period, of First Credit and Investment Bank Limited (FCIBL) were audited by the following firms of Chartered Accountants:

2003 & 2004 M/s. Khalid Majid Rahman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants

2005 to 2007 M/s. M.Yousuf Adil Saleem & Co., Chartered Accountants December 2007 M/s. M.Yousuf Adil Saleem & Co., Chartered Accountants

1. Modification in Auditor’s Reports

Un-modified auditor’s reports were issued for the period ended June 30, 2003 to June 30, 2007 and for the half year ended December 31, 2007.

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2. Major Developments in the last Five Years

2.1 June 30, 2004

2.1.1 First Credit and Discount Corporation Limited (FCDC) was incorporated in 1989 as a private limited company. During the year ended June 30, 2004, the Company was converted into public limited company and its authorized share capital was increased from Rs. 200,000,000 (20,000,000 shares of Rs. 10/- each) to Rs.500,000,000 (50,000,000 shares of Rs. 10/- each).

2.1.2 During the year ended June 30, 2004, the Company obtained a license to

undertake investment finance services as Non-Banking Finance Company (NBFC) under the Non-Banking Finance Companies (Establishment and Regulations ) Rules, 2003 issued by Securities and Exchange Commission of Pakistan (SECP). Previously the Company had obtained license to undertake the business of discounting services.

2.3 June 30, 2006

2.3.1 During the year ended June 30, 2006, the Company changed its name from First Credit and Discount Corporation Limited to First Credit and Investment Bank Limited. For this purpose, the Company obtained permission for change of name from State Bank of Pakistan (SBP) and Securities and Exchange Commission of Pakistan (SECP) on March 15, 2006 and January 28, 2006 respectively.

2.3.2 The Company increased its issued, subscribed, and paid-up capital to Rs.103,984,100 (June 30, 2005: Rs. 94,531,000) by issuing bonus shares at the rate of 10% of outstanding shares.

2.4 June 30, 2007

2.4.1 The Company increased its issued, subscribed, and paid-up capital to Rs.119,581,700 (June 30, 2006: Rs. 103,984,100) by issuing bonus shares at the rate of 15% of outstanding shares.

2.5 Half year ended December 31, 2007

2.5.1 The Company increased its authorized share capital from Rs. 500,000,000 (50,000,000 Ordinary shares of Rs. 10/- each) to Rs. 750,000,000 (75,000,000 shares of Rs. 10/- each) and also increased its issued, subscribed and paid-up capital to Rs. 400,000,000 (June 30, 2007: Rs.119,581,700) by issuing bonus shares at the rate of 234.5% of outstanding shares.

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3. Balance sheet

3.1 In accordance with Section 53(1) read with Clause 28(1) of Section 2 of Part I of the Second Schedule to the Companies Ordinance, 1984, we report that:

3.1.1 The assets and liabilities of the Company as at December 31, 2007 and June 30, 2007 were

as follows:

December 31, 2007

June 30, 2007

ASSETS Rupees NON-CURRENT ASSETS Fixed Asset – tangible 10,854,005 12,478,012 Long-term investments 464,762,220 434,866,800 Long-term loans 11,093,985 11,629,401 Long-term finances 111,106,580 144,200,884 Long-term placements - 175,000.000 Long-term security deposits 1,000,000 1,005,200 598,816,790 779,180,297 CURRENT ASSETS Short-term investments 71,113,251 52,281,638 Short-term finances 812,448,535 979,150,715 Short-term placements 260,000,000 35,000,000 Current portion of long-term loans 1,545, 555 1,465,219 Current portion of long-term finances 89,938,597 149,796,925 Markup/interest accrued 15,671,737 14,959,225 Short-term prepayments 764,849 975,112 Other receivables 877,005 5,888,330 Advance taxation – NET 14,397,872 14,619,721 Cash and bank balances 24,487,686 25,186,903 1,291,245,087 1,279,323,788 TOTAL ASSETS 1,890,061,877 2,058,504,085 EQUITY & LIABILITIES

Authorized Share Capital 75,000,000 (June 30, 2007: 50,000,000) Ordinary shares of Rs. 10 each

750,000,000

500,000,000

Issued, subscribed and paid-up capital 400,000,000 119,581,700 Reserves 157,167,737 434,319,352 557,167,737 553,901,052 Deficit on Revaluation of Investments - NET (7,856,665) (6,391,553) NON-CURRENT LIABILITIES Long-term loans 131,249,999 208,333,331 Deferred liability 868,018 684,593 Long-term certificates of deposits 2,600,000 - 134,718,017 209,017,924 CURRENT LIABILITIES Short-term borrowings 182,500,000 295,000,000 Short-term running finance 246,783,478 99,995,000 Current portion of long-term loans 141,666,666 129,166,667 Short-term certificates of deposits 556,900,000 706,200,000 Accrued markup 19,986,466 16,465,433 Accrued expenses and other liabilities 58,196,178 55,149,562 1,206,032,788 1,301,976,662 TOTAL EQUITY AND LIABILITIES 1,890,061,877 2,058,504,085

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4. Commitments

4.1 The following figures have been reported as commitments:

December 31, 2007

June 30, 2007

Rupees Rupees a) Commitment to underwrite TFCs of PEL

Securitized 50,000,000 -

b) Commitment to underwrite shares of Dawood Equities Ltd. 8,750,000 -

c) Standby letter of credit on behalf of clients 155,000,000 155,000,000 d) Commitment to provide term finance facility - 50,000,000 e) The Company has obtained short-term running finance facility from Atlas Bank

Limited in the amount of Rs. 50,000,000 carrying markup at a rate based on 3 months KIBOR plus 2.15% per annum. The loan is secured by pledge of listed shares and Term Finance Certificates. The facility is unavailed as at December 31, 2007

5. Profit and loss accounts for the last five financial years:

5.1 The profit and loss accounts of the company for each of the five years ended June 30, 2003 to June 30, 2007 and for the half year ended December 31, 2007 are set out below:

Half year ended Dec 31,

Year ended June 30,

2007 2007 2006 2005 2004 2003 (Rupees) INCOME Income from term finances and funds placements

59,476,982 77,757,400 76,496,385 36,884,940 5,206,047 5,145,648

Income from investments 32,249,420 104,061,909 88,544,955 56,083,343 64,178,580 61,044,628 Fees and commission 2,997,875 7,089,917 5,835,694 1,065,000 50,000 - Other income 220,320 1,376,865 241,609 - 39,347 15,140 94,944,597 190,286,091 171,118,643 94,033,283 69,473,974 66,205,416 EXPENDITURE Finance cost 54,095,022 102,521,933 86,876,795 34,966,894 6,033,812 6,329,983 Administrative and operating expenses

19,315,380 29,859,817 25,000,198 17,713,728 13,405,986 9,119,843

73,410,402 132,381,750 111,876,993 52,680,622 19,439,798 15,449,826 Unrealized loss on held-for-trading investments

(1,423,786) (526,892) (9,676,100) (2,423,940) (2,047,868)

1,111,784

PROFIT BEFORE TAXATION

20,110,409 57,377,449 49,565,550 38,928,721 47,986,308 51,867,374

Taxation-net (4,885,554) (1,704,081) (2,231,584) (8,281,866) (5,720,582) (19,267,573) PROFIT FOR THE PERIOD/YEAR

15,224,855 55,673,368 47,333,966 30,646,855 42,265,726 32,599,801

EARNINGS PER SHARE-BASIC AND DILUTED (in Rupees)

0.38 1.39 1.18 0.77 1.06 0.82 Note: The comparative figure of EPS has been restated to include the effect of bonus shares issued by the bank during half year ended Decembe r 31, 2007

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6. Dividends declared

6.1 Dividends declared in the last five years are as follows

Half year

ended Dec 31,

Year ended June 30,

2007 2007 2006 2005 2004 2003 (Rupees) The rate of: - Cash dividend 10% - 7.5% 10% - - - Stock dividend 234.5% 15% 10% - - - Note: The cash and stock dividend have been reported based on the period / year in which they were declared. Yours truly,

- Sd- M. Yousuf Adil Saleem & Co. Chartered Accountants

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5.2 Share Break -up Value Certificate

06-16 / 1328 March 5, 2008 The Board of Directors First Credit and Investment Bank Limited 2nd floor, Sidco Avenue Centre, Stratchen Road, Karachi-74200

Dear Sirs, BREAK-UP VALUE PER SHARE OF FIRST CREDIT AND INVESTMENT BANK LIMITED

Based on the audited financial statements for the period ended December 31, 2007, the break-up value of an Ordinary share of Rs.10 each of First Credit and Investment Bank Limited has been worked out as follows:

Rupees

Share capital 400,000,000

Statutory Reserve 114,394,971

Un appropriated Profit 42,772,766

Deficit on revaluation of investments – net (7,856,665)

549,311,072

Number of Ordinary shares 40,000,000

Break -up value per share 13.73 Yours truly,

- Sd- M. Yousuf Adil Saleem & Co. Chartered Accountants Management Note: The break up value of the Company (Post IPO Scenario) based on the total capital of Rs. 650,000,000, considering the reserves as on December 31, 2007 is given below:

Post IPO Scenario (Amount)

Rupees Issued subscribed and paid-up capital 650,000,000 Statutory Reserve 114,394,971 Un-appropriated Profit 42,772,766 Deficit on Revaluation of Investments – net (7,856,665) 799,311,072 Number of Ordinary Shares 65,000,000 Break -up value per ordinary share of Rs. 10/- each 12.30

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5.3 Auditors Certificate on Issued, Subscribed, and Paid-up-capital of the Company

06-16 / 1326 March 5, 2008 The Board of Directors First Credit and Investment Bank Limited 2nd floor, Sidco Avenue Centre, Stratchen Road, Karachi-74200 Pakistan

Dear Sirs, AUDITORS’ CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID-UP CAPITAL OF THE COMPANY

We confirm that, as per the books and records of First Credit and Investment Bank, the issued, subscribed and paid-up capital as at December 31, 2007 and June 30, 2007 were as follows:

December 31, 2007

June 30, 2007

December 31, 2007

June 30, 2007

No. of shares

3,500,000 3,500,000 Ordinary shares of Rs. 10 each issued as fully paid in cash 35,000,000 35,000,000

36,500,000 8,458,170 Ordinary shares of Rs. 10 each issued as fully paid bonus shares 365,000,000 84,581,700

40,000,000 11,958,170 400,000,000 119,581,700

Yours truly,

-Sd-

_______________________ M. Yousuf Adil Saleem & Co. Chartered Accountants

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PART 6 6 MANAGEMENT 6.1 BOARD OF DIRECTORS OF THE COMPANY

Names of Directors / Chief Executive

Designation Nomination as director on other companies

Mr. Shahid Anwar Khan House # 204, Plot N-142 W/2, Block-2, ASMA Homes, P.E.C.H.S, Karachi NIC # 42201-9516876-1

Director National Bank Modaraba Management Co. Ltd. NBP Exchange Co. Ltd. National Fullerton Assets Management Co. National Agriculture Ltd. Pakistan Refinery Ltd.

Ch. Abdul Qadeer House # 31, Street 52, Sector F-11/3 Islamabad. NIC # 61101-1771737-7

Director National Transmission & Despatch Co. (NTDC)

Dr. Asif A. Brohi Khyaban-e-Momin Phase V, House # 38, Street 7, Karachi. NIC # 42301-3229653-7

Director National Construction Ltd. HUBCO NBP Modaraba Management Co. NBP Exchange Co. Ltd. Close Joint Stock Subsidiary, Almaty, Kazakhstan National Agriculture Ltd.

Mr. Najib Tariq House # 3 Street VI Shair Shah Colony Achera Lahore. NIC # 35200-1438678-9

Director Central Power Generation Co. Ltd Nelum Jhelum Hydro Power.

Mr. Wajahat A. Baqai 29-A/II/I Golf Course Road-2 Phase VI, D.H.A., Karachi. NIC # 42301-4699101-1

Director National Bank Modaraba Management Co. Ltd. Dewan Cement Ltd. Pioneer Cement Ltd. Jamshoro Joint Venture Ltd. Pak Electron Ltd. Galadari Cement Ltd. SG Fibre Ltd. Asian Petroleum Ltd. UCH Power Ltd.

Mr. Hamad Rasool House # 58, Mian Park Walton Road, Lahore. NIC # 35201-8796737-9

Director WAPDA First Sukuk Company Ltd. WAPDA Second Sukuk Company Ltd.

Mr. Mohammad Imran Malik 12-C, “Q” Street, Phase-VI, D.H.A., Karachi. NIC # 42301-4414587-5

Chief Executive

Nil

6.2 OVER DUE LOANS

There are no overdue loans (local or foreign currency) on the Company or its Directors.

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6.3 MANAGEMENT PROFILE

Names Designation Year of Experience

Mr. Shahid Anwar Khan Chairman 25 years Ch. Abdul Qadeer Director 35 years Dr. Asif A. Brohi Director 24 years Mr. Najib Tariq Director 27 years Mr. Wajahat A. Baqai Director 20 years Mr. Hammad Rasool Director 16 years Mr. Mohammad Imran Malik Chief Executive Officer 30 years Mr. Muhammad Mohsin Ali Company Secretary 18 years

6.3.1 Mr. Shahid Anwar Khan, Chairman

Mr. Shahid Anwar Khan is the Chairman, Board of Directors, First Credit and Investment Bank Ltd. He is MBA in Finance from USA, DAIBP and BE in Textile. Mr. Shahid has long experience in banking field. He joined National Bank of Pakistan in 1983, where he worked on various senior assignments in Pakistan and Hong Kong. Presently, he is SEVP and Group Chief – Credit Management Group. He has attended various courses and workshops within Pakistan as well as abroad. Being a senior member of management, he is part of many important management committees of National bank of Pakistan including Credit Committee, Operation Committee, ALCO, etc. Besides First Credit and Investment Bank Ltd, he is director on the Board a number of companies including M/s. Pakistan Refinery Ltd, National Bank Modaraba Management Co. Ltd., NBP Exchange Company Ltd, National Fullerton Assets management Co. and National Agriculture Ltd.

6.3.2 Ch. Abdul Qadeer, Director

Ch. Abdul Qadeer is a Fellow Member of Chartered Management Accountants (UK) and Certified Member of Business Administration (USA).

Ch. Abdul Qadeer is an experienced finance professional having international exposure and experience of work in Pakistan, USA, UK, UAE, Oman, Qatar, Nigeria and Montenegro- Former Yugoslavia, on donor funded projects such as USAID, World Bank and UNDP. Assigned as Financial Advisor to Privatization Commission (PC), National Electric Power Regulatory Authority (NEPRA) and Water and Power Development Authority, Financial Control Advisor of Bearing Point (KPMG) at a US AID-Economic Reform Project for Montenegro (Yu). Also worked in the capacity of Finance Controller in the private sector with multi-natio nal companies such as Hawker Siddeley Power engineering Ltd, UK, the Hub Power Company Ltd (HUBCO) and Southern Electric Power Co. Ltd (SEPCOL). Presently, he is serving Water and Power Development Authority (WAPDA) as Member Finance.

6.3.3 Dr. Asif A. Brohi, Director

An MBA in Strategic Management from Northrop University, California and Ph.D. in Public Administration. Dr. Asif A. Brohi joined National Bank of Pakistan as an Assistant Vice President in 1984. Before joining the Bank, he was a full time faculty member at Northrop as Assistant Professor of management. Since then, he has held many important, independent and diversified assignments such as Head of Information Technology, Strategic Planning &

32

Economic Research Group, Management Development, Personnel Administration, and has managed field operations of the bank’s largest Region. He is currently the Head of Bank’s Operations Group.

Being a senior member of management, he is part of many Committees of the Bank and nominee Director of a number of companies including M/s. National Construction Co., First Credit and Investment Bank Ltd (FCIB), HUBCO (Substitute Director), NBP Modaraba Management Co. Ltd., NBP Exchange Company Ltd, Close Joint Stock Subsidiary, Almaty, Kazakhstan. Besides, he is also Chairman, National Agriculture Ltd.

6.3.4 Mr. Najib Tariq, Director

Mr. Najib Tariq is a finance professional with over 27 years experience including 18 years at Water and Power Development Authority (WAPDA). Prior to that he worked on various assignments including World Bank with Private and Public sector. He has Master’s Degrees in Commerce and Business Administration. At WAPDA, he is working as Director General Finance.

Mr. Najib has attended various training courses and workshops within Pakistan as well as abroad. He attended courses on Housing Projects on shelter for shelterless conducted by World Bank, World Bank assisted Seminars on procedure for reimbursement and disbursement and procurement, Senior Management Training Course, WAPDA, Computer Skills from Institute of Electrical Engineers of Pakistan, Cabinet Secretariat and management Services-S&GAD, Islamabad, Management Development Programme-PIM, LUMS and Seminar and Exhibition on awareness of Islamic Banking and Finance.

He is also director of Central Power Generation Co. Ltd (GENCO-II) and Neelum Jhelum Hydro-Power Company.

6.3.5 Mr. Wajahat A. Baqai, Director

Mr. Wajahat A. Baqai is a seasoned banker with over 20 years of banking and credit experience at National Bank of Pakistan. He has Master’s Degree in Management Science from USA. At NBP, he is Senior Vice President and Head of Credit Management Group North Wing comprising 21 domestic and 3 overseas regional offices. He has strong relationship with banking and corporate sector.

He has attended various courses and workshops within Pakistan as well as abroad. He attended courses on Project Finance conducted by Asian Development Bank, Manila, Credit Risk Management conducted by ADFIMI, Lebanon, Intensive Credit Program by Fitch Training, London to name a few.

Besides FCIBL, he is on the Board of several well known companies such as Pioneer Cement Ltd, Asian Petroleum Ltd, Pak Elektron Ltd, Galadari Cement Ltd, Dewan Cement Ltd, Uch Power, JJVL, etc.

6.3.6 Mr. Hamad Rasool, Director

Mr. Hamad Rasool is a professional accountant having more than 16 years of Public and Private sector experience in the field of accounts, finance, economics, system development, money and capital markets, Islamic finance and investments, mergers and restructuring. He is Fellow member of Institute of Cost and management Accountants of Pakistan (ICMAP) and Pakistan Institute of Public Finance Accountants (PIPFA). Besides being a Member of Management Association of Pakistan (MAP) and Institute of Corporate Secretaries of Pakistan (ICSP). Presently, he is currently serving WAPDA as Director Finance.

33

Mr. Hamad has conducted over fifty trainings on workshops and seminars as Director Research and Trainings of ALHUDA-CIBE (an institution for promotion, training and awareness in Islamic Banking). He has also conducted various courses on Accounting and Finance at National Institute of Public Administration (NIPA), Lahore and Pakistan Administrative Staff College (PASC). He has been visiting faculty member at Institute of Cost and Management Accountants of Pakistan (ICMAP), Institute of Bankers Pakistan(IBP), Audit and Accounts Training Institute, Lahore, Pakistan Institute of Public Finance Accountants. Mr. Hamad has organized various conference/ seminars convened by ICMAP, ICAP and MAP on various national, economic and financial issues.

6.3.7 Mr. Mohammad Imran Malik, Chief Executive Officer

Mr. Malik is the Chief Executive and President of FCIB. He has over 30 years experience in the areas of Investment Banking, Development Banking and Commercial Banking. He has done his MBA from IBA Karachi. He is an associate of Institute of Bankers in Pakistan (DAIBP). He started his banking career with Habib Bank Limited where he worked in the areas of commercial banking and branch management. He then moved to NDFC where he held key positions including in the areas of banking, treasury, financing. Under his stewardship, FCIB, with a small team of officers, emerged as one of the most viable and financially sound financial institution. He has been instrumental in development of secondary market of debt instruments in the country. He has experience in dealing with regional and international financial institutions like World Bank and South Asian Development Fund (SADF) amongst others. He represented Pakistan on various regional forums of SAARC as GoP delegate. Mr. Malik has attended a number of local and foreign professional training programs, which include courses conducted by Harvard University, Euro-money Institute of Finance, and the Association of DFIs in Asia and the Pacific (ADFIAP), etc. He has also delivered lectures on various areas of Banking and Finance to professionals and MBA students as visiting faculty.

6.3.8 Mr. Muhammad Mohsin Ali, Chief Financial Officer/Company Secretary

Mr. Ali is the Chief Financial Officer & Company Secretary of FCIB. He has over 18 years of experience in accounts, finance, costing, financing, investment banking, fund management, risk analysis and interpretation of financial statements. He has in-depth knowledge of corporate and income tax laws, Prudential Regulations and NBFC Rules. He has graduated from Karachi University and is a fellow member of Institute of Cost & Management Accountants of Pakistan, Karachi. He has attended various seminars and courses relating to information technology, capital markets, foreign exchange, financing, corporate governance and corporate and income tax laws. He joined FCIB in 1995.

6.4 NUMBER OF DIRECTORS

Pursuant to Section 174 of the Ordinance, the number of directors of the Company shall not be less than seven. At present, the Company’s Board of Directors consists of seven directors including the chief executive.

6.5 QUALIFICATION OF DIRECTORS

The qualification of a director of the Company shall from time to time be determined by the Directors. A Director who is required to hold qualification to act as a Director before acquiring his qualification but shall in any case acquire the qualification within two months from appointment.

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6.6 REMUNERATION OF THE DIRECTORS

Pursuant to the Articles of Association of the Company, remuneration of Director for performing extra services, including holding of the office of the Chairman, and the remuneration to be paid to any Director for attending the Meeting of the Directors or a committee of Directors shall from time to time be determined by the Board of Directors in accordance with the law.

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 from the Company. The Directors may also be deemed to be interested, to the extent of any shares held by each of them in the Company, the dividends to be declared on their shareholding in the Company.

6.9 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY

None of the Directors of the Company have or had any interest in any property acquired by the Company.

6.10 ELECTION OF DIRECTORS

The Directors shall subject to the provision of Section 178 of the Ordinance fix the number of directors and the Directors shall be elected by the members of the Company in General Meeting in the following manner, namely:

(a) each member shall have such number of votes as is equal to the product of the

number of voting shares held by him and the number of Directors to be elected,

(b) a member may give all his votes to a single candidate or divide them between more than one of the candidates in such manner as he may choose; and

(c) the candidate who gets the highest number of votes shall be declared elected as

Director and then the candidate who gets the next highest number shall be declared and so on until the total number of Directors to be elected has been so elected.

The present Directors of the Company were elected on 23.04.2008 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 which 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.

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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-executives :

§ Mr. Najib Tariq § Mr. Wajahat A. Baqai § Mr. Hammad Rasool

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 basis.

6.14 BORROWING POWERS

Subject to the provisions of the Ordinance the Board of Directors may from time to time borrow any money for the purposes of the Company from its members or from any other person, firms, companies, corporations, Government Agencies, institutions or the Directors may themselves lend moneys to the Company.

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 Articles of Association, required to be exercised by the Company in General Meeting.

6.16 INDEMNITY

Section 116 of the Company’s Article of Association reads as follows: “Every Director, Managing Director, Chairman, Manager or Officer of the company or any person (whether an officer of the company or not) employed by the company as Auditor or Advisor, shall be indemnified out of the funds of the company against any liability incurred by him as such Director, Managing Director, Chairmen, Manager , Officer, Auditor, or Advisor in defending any proceedings, whether civil or criminal, in which judgment is given in connection with any application of a provision of the Ordinance in which relief is granted to him by court.”

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 subsidiaries nor has any resolution been passed for sponsoring or acquiring any subsidiaries under Section 208 of the Ordinance.

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PART 7 7 MISCELLANEOUS INFORMATION 7.1 REGISTERED OFFICE/ HEAD OFFICE

First Credit and Investment Bank Limited 2nd Floor, SIDCO Avenue Center, Stratchen Road, Karachi. Phone: (021) - 5658750 Fax: (021) - 5658752

7.2 BANKERS TO THE ISSUE

§ Askari Bank Limited § Arif Habib Bank Limited § Bank Alfalah Limited § Faysal Bank Limited § Habib Metropolitan Bank Limited § MCB Bank Limited § Soneri Bank Limited § The Bank of Punjab § The Bank of Khyber § United Bank Limited

7.3 BANKERS TO THE COMPANY

§ Allied Bank Limited § Askari Commercial Bank Limited § First Women Bank Limited § MCB Bank Limited § National Bank of Pakistan § United Bank Limited

7.4 AUDITORS OF THE COMPANY

M. Yousuf Adil Saleem & Co. Chartered Accountant. 7.5 LEGAL ADVISOR OF THE COMPANY

Zahid Hamid-Advocate.

7.6 LEGAL ADVISOR TO THE ISSUE

Mohsin Tayebaly & Co. 2nd Floor Dine Centre, BC-4, Block 9, Kehkashan, Clifton, Karachi. Phone: (021) - 5375658-59 Fax: (021) - 58770240

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7.7 ADVISOR & ARRANGER TO THE ISSUE

AKD Securities Limited 6th Floor, Continental Trade Centre, Block 8, Clifton, Karachi. Phone: (021) - 111-253-253 Fax: (021) - 5867992 www.akdsecurities.net

7.8 COMPUTER BALLOTER AND SHARES REGISTRAR

THK Associates (Pvt.) Limited Ground Floor, State Life Building – 3, Dr. Ziauddin Road, Karachi. Phone: (021) – 111-000-322 Fax: (021) – 5655595

7.9 MATERIAL CONTRACTS / DOCUMENTS 7.9.1 Underwriting Agreements

Names of Underwriter No. of Shares

Amount (Rs.) Date

Allied Bank Limited 5,000,000 50,000,000 Feb 01, 2008 The Bank of Punjab 5,000,000 50,000,000 Feb 01, 2008 AKD Securities Limited 4,000,000 40,000,000 Feb 01, 2008 Faysal Bank Limited 5,000,000 50,000,000 Feb 01, 2008 Saudi Pak Industrial & Agricultural Investment Company (Pvt.) Limited

2,000,000 20,000,000 Feb 01, 2008

Pak-Libya Holding Co. (Pvt.) Limited 4,000,000 40,000,000 Feb 14, 2008 TOTAL 25,000,000 250,000,000

7.9.2 Due-diligence Reports

Names of Institution Allied Bank Limited The Bank of Punjab AKD Securities Limited Faysal Bank Limited Saudi Pak Industrial & Agricultural Investment Co (Pvt.) Ltd

7.9.3 Term Finance Agreements

Term finance agreements have been executed between the Company and:

Institution Date of Disbursement Amount

(Rs.) Tenor

Allied Bank Limited June 30, 2007 200,000,000 3 Years Allied Bank Limited December 01, 2005 200,000,000 3 Years National Bank of Pakistan May 11, 2005 250,000,000 5 Years

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7.9.4 Running Finance Agreements

Institution Date of Latest Agreement Amount (Rs.) National Bank of Pakistan January 01, 2008 50,000,000 Allied Bank Limited (RF-I) October 2006 100,000,000 Allied Bank Limited November, 2007 100,000,000 Atlas Bank Limited May 05, 2007 50,000,000

7.10 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the Memorandum and Articles of Association, the audited financial statements, the Auditor’s Certificates, Information Memorandum, Due Diligence Reports and cop ies of agreements referred to in this Prospectus can be inspected during usual business hours on any working day at the registered office of the Company from the date of publication of this Prospectus until the closing of the subscription list.

7.11 LEGAL PROCEEDINGS

There are no legal proceeding pending against the Company involving financial implications and the Company has not initiated any legal proceedings against any party or person.

7.12 VENDORS

The Company has no vendors in terms of Clause 12 of Part I of the Second Schedule to the Companies Ordinance, 1984.

7.13 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 newspaper advertisement.

7.14 REVALUATION OF ASSETS

The Company has not carried out any revaluation of assets in terms of Clause 22(2) of Section 1 of Part I of the Second Schedule to the Ordinance.

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

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7.16 CAPITALIZATION OF RESERVES

FCIB has capitalized its un-appropriated profits to the extent of Rs.365 million by issuing bonus shares. Following is the break-up of profits capitalized by the Company in respective years:

Date No. of Bonus Shares Capitalized Amount (Rs.)

Percentage

16-11-1994 250,000 2,500,000 25% 03-08-1995 1,250,000 12,500,000 100% 20-12-1997 1,250,000 12,500,000 25% 26-12-1998 1,562,500 15,625,000 25% 26-06-2000 781,250 7,812,500 10% 25-04-2001 859,350 8,593,500 10% 05-12-2005 945,310 9,453,100 10% 01-11-2006 1,559,760 15,597,600 15% 15-11-2007 28,041,830 280,418,300 234.5%

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PART 8

8 APPLICATION AND TRANSFER INSTRUCTIONS 8.1 Eligible investors include Pakistani citizens residing 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 Trust Deed and existing regulations) and branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

8.2 Copies of this Prospectus and applications forms can be obtained from members of the

Karachi Stock Exchange, the Bankers to the Issue and their Branches, the Financial Advisors and Arrangers, and the registered office of the Company. The Prospectus and the Application Form can also be downloaded from the following website: www.akdsecurities.net

8.3 APPLICATION MUST BE MADE ON THE COMPANY’S PRINTED FORM OR A

LEGIBLE COPY THEREOF 8.4 Applicants opting for scripless form of security are required to complete the relevant

sections of the application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL regulations, credit of such securities in book entry form is allowed ONLY in the applicant’s own CDC account. In case of discrepancy between the information provided in the application form and the information already held by CDS the Company reserves the right to issue share cer tificates in physical form.

8.5 The banks Names and Addresses must be written in block letters, in English, and should not

be abbreviated. Application must bear the signature(s) and address(es) corresponding with that recorded with the bank in the applicant’s account. In case of difference of signature(s) with the bank and on National Identity Card, both the signatures should be affixed on the application form.

8.6 (i) An attested copy of the Computerized NIC (“CNIC”) should be enclosed and the CNIC

number indicated agains t the name of the applicant. Copies of the CNIC can be attested by any Federal / Provincial Government gazetted officer, Councilor, Bank Manager, Oath Commissioner or Head Master of High School etc.

(ii) Original CNIC, along with one attested photocopy, must be produced for verification to the bank at the time of presenting an application. The attested photocopy sha ll, after verification, be retained by the bank branch along with the application.

(iii) Only one application will be accepted against each account. In case of joint account, one application will be accepted in the name of each of the joint account holders.

(iv) Joint applications for more than four persons shall not be accepted.

(v) In case of joint applications by two or more persons, particulars of one applicant must be entered on the main application and the particulars of the remaining applicants including name, father’s or husband’s name, CNIC numbers and specimen signatures should be provided on a separate sheet. The said sheet along with the attested copy of their CNIC must be attached with the main application form. (vi) In case of joint applications, the share certificates will be dispatched to the person whose name appears in the main application form while in case of CDS, it will be credited

41

to the respective CDS account and where any amount is refundable, in whole or in part, the same will be refunded by cheque by post, or through the bank where the application was lodged, to the person named on the main application form without interest, profit or return. (vii) Applications by Companies etc:

a) Applications made by companies, corporate bodies, provide/pension/gratuity funds/trusts and other legal entities must be accompanied by a copy of their Memorandum and Articles of Association or equivalent constitutive documents. Where applications are made by virtue of a Power of Attorney, the Power of Attorney must be attached to the Application Form. Copies of documents can be attested by any Federal/Provincial Government gazetted officer, Copies of documents can be attested by any Federal /Provincial Government gazetted officer, Councilor, Bank Manager, Oath Commissioner, or Head Master of High School etc.

b) Attested copies of the documents mentioned in this section must be produced

along with originals for the verification to the bank at the time of presenting an application. The attested copies shall, after verification, be retained by the bank branch along with the application.

8.7 Subscription money must be paid by cheque or bank draft/pay order drawn on the

applicant’s own account payable to one of the Bankers to the Issue “A/C PUBLIC ISSUE OF SHARES OF FIRST CREDIT AND INVESTMENT BANK LIMITED” and crossed “A/C PAYEE ONLY” and must be drawn on a bank in the same town as the bank through which the application has been made.

8.8 Applications are not to be made by minors or persons of unsound mind. 8.9 Applicants should ensure that the bank branch, on which their application is drawn,

completes the relevant portion of the application form. 8.10 Applicants should retain the bottom portion of their application as provisional

acknowledgement of submission of their application. This may be made available at the time of submission of the Application Form, or may be collected at a later time from the bank branch through which application was made. This should not be construed as acceptance of the application or a guarantee that the applicant will be allotted the number of shares for which the applicant has subscribed.

8.11 No receipt will be issued for payment made with an application but an acknowledgement

will be forwarded in due course by issuance of share certificate in whole or in part or by refund of the money in case of unaccepted or unsuccessful application. No interest or profit shall be payable in respect of the refund amount.

8.12 It would be permissible for a Banker to the Issue to refund subscription money of

unsuccessful applicants having a bank account in that bank by crediting such account instead of through cheque, pay order or bank draft. Applicants should therefore not fail to give their bank account numbers.

8.13 Making of any false statement in the application or willfully embodying incorrect

information therein will make the applicant or the Bank liable to legal action.

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8.14 The basis of the Public Issue of shares is as follows:

a) Applications for shares must be made for 500 shares or in multiples of 500 shares.

Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

b) The minimum amount of application for subscription of 500 shares is Rs. 5,000/-

c) Application for shares below the total value of Rs. 5,000/- shall not be entertained.

d) Submission of fictitious and multiple applications (more than one application in the

name of same person) is prohibited and such applicants’ money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.

e) If the shares to be offered to the general public are sufficient to accommodate all

applications, all applications shall be accommodated.

f) If this issue is oversubscribed the shares will be allotted by conducting computer balloting in the presence of representative(s) of KSE in the following manner:

(i). If all applications for 500 shares can be accommodated, then all such applications shall

be accommodated first. If all applications for 500 shares cannot be accommodated then balloting will be conducted among applications for 500 shares only.

(ii). If all 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 cannot 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 all applications for 1,500 shares cannot 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 cannot be accommodated then balloting will 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 following manner:

1. 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 the remaining shares shall be allotted on prorate basis.

2. If the remaining shares are not sufficient to accommodate all the remaining

applications for at least 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to the successful applicants.

g) If the Issue is oversubscribed in terms of amount only, then the allotment of shares shall

be made on the following basis:

(i).First preference will be given to the applicants who applied for 500 shares;

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(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;

After allotment of the above, the balance shares, if any, shall be allotted on a prorate basis to the applicants who applied for more than 2,000 shares.

h) Allotment of shares will be subject to scrutiny of the applications for subscription. i) Applications which do not meet with the above requirements or which are incomplete will

be rejected. 8.15 Bankers to the Issue

Code No. Bank 01 Askari Bank 02 Arif Habib Bank Limited 03 Bank Alfalah Limited 04 Faysal Bank Limited 05 Habib Metropolitan Bank Limited 06 MCB Bank Limited 07 Soneri Bank Limited 08 The Bank of Punjab 09 The Bank of Khyber 10 United Bank Limited

8.16 Code of Occupation

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

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PART 9 9 SIGNATORIES TO THE PROSPECTUS

Mr. Shahid Anwar Khan

-Sd-

Ch. Abdul Qadeer

-Sd-

Dr. Asif A. Brohi

-Sd-

Mr. Najib Tariq

-Sd-

Mr. Wajahat A. Baqai

-Sd-

Mr. Hamad Rasool

Sd-

Mr. Mohammad Imran Malik

-Sd-

Witness Signature: -Sd- Name: Salman Zahur Place: Karachi Date: December 26, 2007

45

PART 10

MEMORANDUM OF ASSOCIATION

OF FIRST CREDIT AND INVESTMENT BANK LIMITED

I.

The name of the company is "F irst Credit and Investment Bank Limited"

II.

The Registered Office of the company shall be situated in the Province of Sindh (Pakistan).

III.

The objects for which the company is established are:

1

To carry on, either on its own or as a broker, the business of purchase, sell, trade, discount, re-discount, hedge, swap, assign, transfer, distribute, issue, invest, make, draw, arrange, place, manage, endorse, effect, execute, accept, underwrite, insure and guarantee of loans and securities including certificates of investment, certificates of deposit, commercial papers, modaraba certificates, participation term certificates, term finance certificates, instruments of redeemable capital, derivatives, money market papers and instruments, bonds, debentures, debenture stock, shares, preference shares, warrants, coupons, quasi loan instruments, units and certificates, bills, book debts, receivables, obligations, promissory notes, bankers’ acceptances, bills of exchange, bills of lading, options, future contracts, right or claim whether or not based on security, global depository receipts and other such special bonds and instruments or any other securities, whether listed or un-listed, issued in and outside Pakistan by or under the authority of any government, governmental local and municipal agencies or any authority or body corporate, trust, modaraba, foundation, entity, corporation, NIT and other open-ended and/or closed ended schemes, association of persons, whether in public or private sector, both in primary and secondary market, in capital or money market, and to lend money for the purpose of such issues, to act as factors, to provide margin loans, to negotiate loans and to act as broker in call and money market, foreign exchange, equity, capital and such other markets.

2

To act, alone or with other(s), as adviser, arranger, manager, underwriter, guarantor, participant,

custodian, trustee, agent, facilitator, nominee, administrator, attorney, executor, broker and render other services for companies, corporations, firms, business undertakings, entities, governments, local and municipal agencies, authorities, body corporate, institutions and other persons, in and outside the country, in obtaining syndicated loans, direct bank loans, export credits, leases, project financing, private placements of debt and equity, corporate and financial restructuring, merger, acquisition, divestiture, accommodation in money terms or otherwise.

3 To act, alone or with other(s), as adviser, arranger, manager, underwriter, guarantor, participant,

custodian, trustee, registrar, agent, facilitator, nominee, administrator, attorney, executor, primary dealer, market maker, broker and render other services for companies, corporations, firms, business undertakings, entities, governments, local bodies and municipal agencies, authorities and institutions and other persons

46

6 To deposit, place or invest moneys belonging or entrusted to or at the disposal of the company with such person or company or entity and in particular with customer and others in and outside the country, with or without security, upon such terms as may be considered proper and to invest or otherwise employ such moneys in such manner as may be considered proper and from time to time to vary such investments in such manner as the company may think fit.

7 To act as trustee under any deed constituting or securing any debenture or debenture stock, or other

securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of the executor, administrator, receiver, treasurer, custodian and trust corporation.

8 To setup a trust or a subsidiary company or hold minority shares in another company, if deemed

appropriate, for furtherance of any its business objects.

9 To act as consultants, advisors or financial intermediaries to individuals, corporations, financial institutions, Government bodies and departments, municipal corporations and other entities, in managing their funds.

10 To provide technical, economical, financial, and administrative consultancy services and to prepare or made out investments and economic feasibility studies for investors for projects intended to be established and undertaken, including the identification of investment opportunity and evaluation of projects.

11 To act as broker in call and money market, foreign exchange, equity, capital and such other markets and to acquire membership and functions as member of stock exchange(s) or such other exchange(s) and to act as investment consultants and advisors in assisting individuals, corporations, financial institutions or other entities in placing their funds for short, medium or long-term periods and for this purpose to operate discretionary portfolio accounts on behalf of such clients.

12 To manage cash and funds for others, to undertake portfolio management, advisory and consultancy services and to offer cash management accounts and securities management accounts for clients.

in primary and secondary markets, with regard to public issues and/or private placement of securities, certificates of investment, certificates of deposit, commercial papers, modaraba certificates, participation term certificates, term finance certificates, instruments of red eemable capital, money market papers and instruments, bonds, debentures, debenture stock, stock, shares, warrants, quasi loan instruments, bills, book debts, receivables, promissory notes, bankers’ acceptances, bills of exchange, bills of lading, right or claim whether or not based on security, or any other securities in and outside the country, in local and foreign currency and to offer advice and services for having such issues listed on one or more stock exchanges.

4 To borrow and raise funds in local and foreign currency from banks and financial institutions, with or without securities or secured by mortgage, charge, hypothecation, pledge or lien over the present or future assets of the company and/or by debentures, perpetual or terminable or otherwise issued at par or at premium, or discount, and to generally obtain finances and accommodations for the company’s business, including by issue of term finance certificates or participation term certificates, charged upon all or any of the company’s properties (both present and future), and to purchase, redeem and pay off any such securities; to enter into appropriate arrangements with banks, financial institutions, leasing companies, modarabas, insurance companies, etc. for all sorts of financing and accommodations that may be needed for achieving the objects or conducting the business of the company, such as financing by purchase and sale of moveable and immoveable properties and securities, with buy-back arrangements or otherwise, financing by leasing, hire purchase, musharaka or profit and loss sharing, equity participation and purchase of shares, morabaha, modaraba, etc. and all other types of finances, whether on the basis of mark-up, mark-down, service charges, annual rates of profit, profit and loss sharing, hire purchase, leasing or otherwise on such securities on such conditions and terms as may be required.

5 To give or issue any guarantee or counter-guarantee, in local and foreign currency, in relation to the payment or performance of any accommodat ions or debentures, debenture stocks, modaraba certificates, bonds, obligations, or securities and carry on and transact every kind of guarantee, counter -guarantee and indemnity business, and in particular to guarantee or counter-guarantee any moneys, including principal, or markup or interest, or other moneys payable under any debentures, mortgages, loan agreements, contracts, obligations and securities.

47

13 To offer professional advice and services in the nature of analysis and research with regard to trading in capital markets, project finance, commodity trading, import and export finance, and venture capital to both institutional and individual investors or corporate entities.

14 To offer custodial services in respect of any securities or documents or title deeds relating to any

immoveable or moveable property or to act as security holding agent for one or more persons.

15 To act as registrar for shares, stocks, bonds, debentures and other debt instruments and securities for the companies and other entities and/or to provide corporate advisory, secretarial and other similar services.

16

To assist companies and individuals with their cash management systems.

17

To collect, purchase, sell, transfer, assign or have assigned to itself loans, debts, trade or other receivables, actionable claims, or future right to receive cash flows from certain companies, either directly or through creation of a separate legal entity.

18

To appoint, remove, replace, and remunerate custodians, trustees and agents and to create and form trusts and agencies, to appoint trustees and custodians for investment and fund management, and with the prior approval of the authorities concerned, inter alia, to offer issuance, sale, repurchase, encashment and supervision services for unit trust schemes and mutual funds certificates and for the overall investment, custody, management and deployment of funds, to provide all necessary and requisite management, supervision and administrative functions and back-up support therefore, in accordance with the prevailing laws, rules and regulations of Pakistan and to remunerate such trustees and custodians at fixed remuneration or on the basis of percentages or otherwise and on such terms and conditions as the Company may deem fit.

19

To prepare feasibility, market or industry studies for companies.

20

To conduct research and publish for sale or circulation business reports relating to the economy and various sectors/industries in Pakistan.

21

To purchase, or otherwise acquire and undertake, the whole or any part of, or any interest in the business,

goodwill, property, contracts, agreements, rights, privileges, effects and liabilities of any other company, corporation, partnership, entity, body, person or persons carrying on, or having ceased to carry on, any business which the company is authorized to carry on, or possessing properly suitable for the purposes of the company and upon such terms and subject to such stipulations, terms and conditions and at or for such price and consideration (if any) in money, shares, money's worth or otherwise as may be deemed appropriate.

22 To undertake the management of any business or entities by establishment, acquisition or otherwise and to act as representatives of any company, firm, entity or person and to undertake and transact all kinds of agency business and to appoint agents and establish agencies or branches of the company in any part of the world.

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26 To employ or remunerate experts to investigate and examine into the condition, prospects, value, character

and circumstances or any business concerns and undertakings and generally of any assets, concessions, properties or rights.

27 To sell, mortgage, exchange, lease, grant licenses, easements and other rights over, improve, manage, develop and turn to account and in any other manner deal with or dispose of the undertakings, investments, property, assets, rights and effects of the company or any part thereof for such considerations as may be thought fit, including any stocks, shares or securities of any other company.

28 To conduct business as a Modaraba Company as permissible under the Modaraba Companies and Modaraba (Floatation & Control) Ordinance 1980 as amended time to time, subject to obtaining requisite authorizations from the appropriate regulatory authorities.

29 To conduct the business of housing finance and to prov ide finance, loans, and advances to individuals, projects, housing finance companies and others for the purpose of house building, constructing, purchasing or making any additions, purchasing of land, or house or apartments, in connection with the purposes mentioned herein subject to obtaining requisite authorizations from the appropriate regulatory authorities.

30 To carry on the business of investment advisory and asset management services by floating and managing

both open-end and/or closed-end mutual funds and to manage portfolios of stocks and shares, pension and provident funds, participation term certificates and others negotiable and debt instruments described by whatever name or title for both individual and institutional clients, on a discretionary and non-discretionary basis.

31 To engage, after obtaining requisite regulatory approvals, in the business of leasing.

32

To carry on the business of investment finance services as defined under the NBFC Rules 2003, as amended time to time, subject to obtaining requisite authorizations from the appropriate regulatory authorities.

33 To conduct business of a Venture Capital Company, Venture Capital Investment and Venture Capital Fund

as defined under the NBFC Rules 2003, as amended time to time, subject to obtaining requisite authorizations from the appropriate regulatory authorities.

23 To amalgamate, consolidate, or merge, either in whole or in part, with or into any other companies, associations, firms or persons carrying on any trade or business of a similar nature to that which this company is authorized to carry on.

24 To enter into any partnership or any arrangement or agreements for sharing profits, any union of interests, cooperation, joint ventures, reciprocal concession and/ or facilities with any person, body, corporate, entity, institution, government or other authority including supreme, municipal, local or otherwise, whether or not having objects similar to those of this company, that may seem conducive to all or any of the objects of the company and/or to obtain from such government or authority including the State Bank of Pakistan any rights, permissions, licenses, concessions or privileges which the company may think desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, permissions, licenses, privileges and concessions.

25

To purchase, acquire, in any manner, construct, erect, take on lease or in exchange, hire or otherwise, improve, maintain and alter, any land, building, plant, machinery, equipment, apparatus, stock-in-trade, vehicles, patents, goodwill, licenses, rights or privileges or any other immoveable or moveable property of any description which the company may think necessary or convenient for the purposes of its business and to pay for these in cash or kind or by way of part payments including by way of equity or debt securities as the company may deem fit, and either to retain any property so acquired for the purpose of the company’s business or to turn the same to account as may seem expedient and to sell, let on lease or otherwise dispose of or part of or grant rights over any property or belongings to the company.

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34 To offer services as a credit rating agency through a subsidiary or otherwise for corporate entities, after appropriate regulatory approvals.

35 To do all such other things or participate in activities which as are incidental to or conductive for the promotion or advancement of the business of the company.

36 To do any other business, subject to obtaining requisite authorizations from the appropriate regulatory authorities.

37 To open, operate, and close accounts with banks and financial institutions for the purposes of depositing funds/money of the company and to receive/get interest/profit/mark-up thereon.

38 To open, operate, settle and close account(s) or sub-account(s) with Central Depository Company or any

other institutions and companies for deposit, lodging, placement, transfer, etc. of securities of the company or under trust or charge of the company.

39 To get insured with any insurance company against losses, damages risks and liabilities of all kinds affecting business and/or property.

40 To promote, sponsor, form and get incorporated one or more companies having amongst its or their objects the furtherance of the business and objects of the company.

41 To grant funds, donations, annuities, pensions, allowances, gratuities, bonuses of any employees or

employees of the company or any dependent thereof or to any charitable, religious, social, scient ific, educational, industrial institutions, organization, having objects in the interest of the company in general, or to establish and maintain and pay for educational, moral, physical or social welfare of employees and their dependents in particular.

42

To distribute any of the company's property among the members in specie.

43 Notwithstanding anything contained in the foregoing objective clauses of this Memorandum of Association, nothing shall construe any power directly or indirectly upon the company to indulge in or to undertake the business of ‘banking’ itself as defined in the Banking Companies Ordinance, 1962, as amended from time to time or the business of insurance as described in the Insurance Ordinance 2000 as amended from time to time or any unlawful business. It is expressly declared that the several sub-clauses of this issue clause and all the powers expressed therein are to be cumulative but in no case unless the context expressly so requires is the generality of any one sub-clause to be narrowed or restricted by the name of the Company or by the particularly of expression in the same sub-clause or by the application of any rule of construction such as the ejusdem generis rule, and accordingly none of such sub-clauses or the objects therein specified or the power thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in any other sub-clause of this clause, and the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world.

IV.

The Liability of the member is limited.

V. The Authorized Capital of the company is Rs.750,000,000 (Rupees Seven hundred fifty million only)

divided into 75,000,000 (Seventy five million) Ordinary Shares of Rs.10/- each, with powers to the company from time to time to increase or reduce its capital. The shares of the company whether original or increased may be divided into different classes and same may be varied, modified and abrogated as may be determ ined by or in accordance with the regulations of the company and the provision of the Companies Ordinance, 1984.