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M. Yousuf Adil Saleem & Co.

Chartered Accountants
Member of Deloitte Touché Tohmatsu Limited

Proposal to
Burj Bank Limited
for
Review of Business Plan

October 23, 2014


M. Yousuf Adil Saleem & Co.,
Chartered Accountants
Member of Deloitte Touche Tohmatsu Limited
Cavish Court, A-35, Block 7 & 8
KCHSU, Sharea Faisal, Karachi – 75350
Pakistan

www.deloitte.com/pk

Mr. Ahmed Khizer Khan


President / CEO
Burj Bank Limited
3rd Floor, Trade Center
I.I Chundrigar Road, Karachi
October 23, 2014

Dear Sir,

Proposal for Review of Business Plan

Thank you for providing us the opportunity through your letter dated October 09, 2014 inviting us to submit the annexed proposal for reviewing 3-5 years
Business Plan of Burj Bank Limited (“bank” or “client”). Our firm brings outstanding experience in performing reviews of business plan and world-class
professionals with extensive experience in preparing business plans, feasibility reports, financial/valuation models, due diligence review reports and business
models.
Proven credentials – we have worked on several business plans and feasibility studies of different sectors giving us the qualifying experience to serve you.
In the engagement team section, we demonstrate our experience under previous assignments where we already faced and successfully dealt with similar
situational challenges.
World class expertise locally – our team consists of senior resources with significant technical capabilities and experience and as a result we can offer the
finest quality service locally. Our senior team includes sector champions, business plan, feasibility study, valuation, data analysis and financial modelling
experts who can cater to multiple stakeholder requirements.
For the purpose of this assignment, Syed Asad Ali Shah will act as the Engagement Partner, whereas the undersigned will be responsible to lead a team of
advisory experts for successful completion of the said project.
Deloitte is committed to ensuring the highest levels of quality, dedication and responsiveness in our services to you and we look forward to working with you
on this project.
Please feel free to contact us at any time about this proposal.
Yours truly,

Abdul Rab
Executive Director – Financial Advisory & Consulting

2 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Table of Contents

Page

About Deloitte Pakistan 4

Our Understanding 8

Scope Overview 11

Engagement Team 17

Credentials 22

Limitations 31

Professional Fees and Assignment Coordination 34

Deloitte Pakistan – Firm Profile

Deloitte Pakistan – FAS Market Offering Document

3 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


About Deloitte Pakistan
About Deloitte Pakistan
Deloitte brings world-class capabilities and deep local expertise to help clients
succeed wherever they operate. Deloitte Pakistan is no exception to that, and delivers
high quality services by combining the best local and international resources.

Introduction

• M. Yousuf Adil Saleem & Co. (Deloitte Pakistan), is one of Pakistan’s leading professional services firms, providing audit, tax, enterprise risk
services, financial advisory and consulting services to a wide range of local and multinational clients.
• The firm was established in 1972 and it has become one of the leading professional services firms in Pakistan. The firm is providing services to
over 600 clients including both multinational and local companies. The firm has significant presence across manufacturing, services,
commercial, financial and public sector entities in the country.

Geographical Presence

• Globally, Deloitte operates in more than 150 countries and has in the region of 200,000 professionals
• In Pakistan, our offices are strategically located at Karachi, Islamabad, Lahore and Multan – the four major business hubs of Pakistan. We also
have an office in Kabul, Afghanistan.

5 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


About Deloitte
Leadership and Human Capital
Deloitte Pakistan is governed by a Board comprising five members. Of them, two are representatives from Deloitte Touche Middle East (DTME).
Syed Asad Ali Shah is the managing partner of the firm.

Our human resource strategy is to develop and deploy best capabilities in each of the service area. The size and quality of our organization is
representative of our capabilities. We have over 650 people working across the country.

Partners and Executive Directors

• Syed Asad Ali Shah • Iftikhar Chaudhry • Zeeshan Ghulam Muhammad


• Mushtaq Ali Hirani • Naresh Kumar • Zafar Hussain Memon
• Talat Javed • Shoaib Ghazi • Zubair Abdus Sattar
• Nadeem Yousuf Adil • Shahzad Ali • Zain Ansari
• Abdul Rab • Arshad Mehmood
• Atif Mufassir • Rana M Usman Khan

Staff Strength

Our Staff Strength - Pakistan Total


Qualified Chartered Accountants 65
Qualified Chartered Certified Accountants 146
Qualified IT Specialist 19
Other Professional Staff 316
Other Support Staff 125
Total 671

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About Deloitte
Financial Advisory Services
We provide a diverse range of strategic and financial advice to clients in relation to corporate finance, valuation and other corporate activities.

We have provided strategic advice on some of the most significant mergers, acquisitions and financial restructuring transactions in Pakistan, contributing
to the transformation of the country's corporate landscape.

We are focused and relationship-driven while maintaining standards of independence, objectivity and confidentiality. Every problem is addressed with an
independent and unbiased approach.

Transaction
Advisory Due Diligence

Forensic Advisory Business


& Investigation Valuation

Deloitte. Mergers &


Dispute Acquisition
Consulting Financial Advisory

Corporate Finance Prospective Financial


Information

Restructuring & Feasibility


Reorganization Studies

7 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Understanding
Our Understanding of the engagement
Deloitte Pakistan has the expertise to provide you with consulting services to make
recommendations for a sustainable business plan

About the client and engagement

• Burj Bank Limited was incorporated in Pakistan as an unlisted public limited company on August 29, 2005
under the Companies Ordinance, 1984 to carry out the business as an Islamic Commercial Bank in
accordance with the principles of Islamic Shariah.

• Burj Bank Limited, Pakistan's sixth full-fledged Islamic commercial Bank, has officially commenced its
operations in April 2007. It has now around 75 branches all over the Pakistan.

• Burj Bank Limited is a unique Islamic bank which offers the service level of an international conventional
bank while presenting a diverse portfolio of Islamic products. It has a rich Middle Eastern background, with
the financial and technical supplements. Burj Bank was quoted the best Islamic bank by world financial
magazine (Islamic finance awards 2013). Its core values include Purity, Integrity, Passion & Devotion.

• Burj Bank Limited is in the process of building and finalizing its future business plan for 3-5 years which
would be based on certain key assumptions. In this regard, Burj Bank intends to hire the services of
consulting firm for providing assistance to review the assumptions, plan & propose recommendations to
confirm or revise the business plan.

• The scope of work includes suggestions for improvements in respect of structure, key challenges, capital
scenario. Understanding the key department head’s respective business plans. Review of various business
lines along with cost infrastructure. In the current capital constraints, suggesting a range of possible
initiatives that the Bank may adopt as a part of their strategy.

9 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Understanding of the engagement
Deloitte Pakistan will review the business plan and provide recommendation on
improving quality

Deloitte offering

• Following your request, we would be delighted in reviewing the business plan and making recommendations.

Scope of services

• Based on our understanding of the engagement and of your requirements, we have prepared an indicative scope of work that we would perform
in relation to this engagement. We will perform review of the business plan and provide recommendations on improving quality. This will involve
the performance of different analyses and deliverable will be in the form of the report / presentation consisting of recommendations on the
business plan.

10 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Scope and Methodology
Overview
Scope and Methodology Overview
Approach

Joint Deloitte Pakistan understands that the operational analysis and business
Meetings scenarios will be carried out based on secondary research and internal
analysis. Joint meetings will be conducted to understand strategic
Secondary growth & sustainability options from the management and senior
Internal executives. Consensual opinion on the effective steps to achieve the
Research
Analysis growth objectives would be documented and implementation plan will be
Approach

reviewed accordingly.

Output

 Critical commentary on key assumptions of the Business Plan and


operations
 Recommendations on strategy for market development & penetration
 Industry analysis
 SWOT analysis
 Risk thresholds analysis
Operational Industry Strategy SWOT Risk
Analysis Analysis Analysis Analysis Thresholds

12 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Scope and Methodology Overview
Methodology

Area High level summary of work to be performed

Key Tasks • Obtain and study the business plan and suggest improvements in respect of structure, key challenges, capital scenario and
content, if any;

• Participate in one-on-one sessions with the key departmental heads in order to understand their respective business plans
and to revise the assumptions used by them on the basis of the industry knowledge and forecasted capital plan

• Review of various business lines, products, services and suggestions on their closure or continuity of the same based on
contribution in the bottom line of the Bank

• Review of all expense lines and cost infrastructure and suggestion with regards to reduction wherever feasible

• Will hold joint sessions with key departmental heads to collate their views in order to develop a unified strategy to achieve
common goals in proposed timeline;

• Suggest a range of possible initiatives that the Bank may adopt and form as a part of their strategy given the current capital
constraints and future capital plan of the Bank

• Presenting recommendations thereon.

13 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Scope and Methodology Overview
Scope of Work

Area High level summary of work to be performed

Review of • Overview of Islamic banking/finance industry.


Industry and
Competitive • Review of key performance indicators of the industry.
Analysis
• Review of regulatory environment of the industry.

• Understanding Islamic banking/finance industry's future expectations, trends and key demand drivers for the industry.

• Conduct secondary research and interviews with the experts to gain insight to industry trends and infrastructure requirements.

• Research and analysis on the economic and socio-economic environment and impacting parameters.

• Analyzing the impact of macroeconomic changes and those of the Industry.

Review of • Review of history, financial statements, financial ratios, trends and analysis.
Company
• Review of KPIs of the company and comparison of the same with peer companies.

• SWOT analysis of the company and its operations.

• Analyzing the current situation and review of the key financial and management indicators.

• Review of the historical and future investment strategy.

• Evaluation of the corporate strategy with regard to its suitability and feasibility in the current and future probable scenario.

• Review the products and services provided by the bank and understand the market of these products and services and give
recommendations accordingly.

• Review of current capital constraints and future capital plan and provide suggestions on possible initiatives that bank may
implement.

14 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Scope and Methodology Overview
Scope of Work

Area High level summary of work to be performed

Review of • Understand departmental business plans by having discussions with key departmental heads and review the assumptions
Departmental accordingly.
and
Operational • Consolidate the views of all departments and compare with the business strategy.
Analysis
• Understanding of internal capabilities and current management indicators.

• Review of experience, relationships and market insight of the proposed management team to successfully build, grow, and
operate the proposed business.

• Review of expenses and cost infrastructure with regards to reduction, wherever applicable.

• Return and margin analysis.

• Review of the operational infrastructure.

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Scope and Methodology Overview
Scope of Work

Area High level summary of work to be performed

Review of the • Understand the need of the business plan and users of the business plan.
business plan
• Review the business plan provided by the management and give suggestions on the improvement in the structure and
content of the plan.

• Comment on the appropriateness and sanity of the assumptions.

• Review of the key sources of assumptions.

Financial • Review of financial projections of balance sheet, income statements and cash flows statements prepared by the
Projections management.

• Review and comments on the underlying assumptions and review of the key sources of information.

• Review and sanity check of the financial model and examine the accuracy.

• Validate and assess gaps in the assumptions.

• Review of earnings hypothesis: Forecast of financial margin (yields, interest and other expenses paid), projections of gross
margin (net fees and commissions, gains on financial transactions, dividends and income from equity method accounting).

• Perform sensitivity analysis to compare base scenario with industry benchmarks.

• Ensure that the financial projections are prepared on a consistent basis as per the assumptions, using appropriate accounting
principles.

16 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Engagement Team
Engagement Team
First-class team with extensive experience from similar projects
Asad Ali Shah will act as the lead engagement partner. The core team structure is as follows:

Burj Bank Limited

Lead engagement Partner


Asad Ali Shah
Managing Partner

Review of Business Plan


Abdul Rab
Concurring Review
Executive Director

Shoaib Ghazi Zulfiquar Kazmi


Senior Manager
Executive Director
Audit and
Assurance Suhail Nooruddin
Assistant Manager

Other specialist service teams


Deloitte Global Network

18 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Engagement Team
Core Team
Lead Engagement Partner Executive Director

Asad Ali Shah, FCA Abdul Rab, FCA


Managing Partner Executive Director
Deloitte Pakistan Financial Advisory and Consulting
Deloitte Pakistan
Email: aashah@deloitte.com
Phone: +92 21 34546494-7 Email: arab@deloitte.com
Mobile: +92 300 829 0078 Phone: +92 21 34546494-7
Mobile: +92 300 826 3730

Asad Ali Shah has extensive experience in providing audit and advisory Abdul Rab has experience in providing advisory services including due
services to a varied range of industrial and financial institutions in diligence, valuation, preparation business plan and feasibility studies,
private and public sector. transaction and restructuring service etc.
Asad is considered a leading specialist in the area of Consulting, M&A, Abdul Rab has handled various due diligence assignments including
assurance and enterprise risk services, due diligence reviews, commercial banks, oil and gas and telecommunication companies. He
corporate governance, anti-fraud programs and investigations, training handled the due diligence assignments of Habib Bank, Allied Bank,
and related subjects. He has been providing services to the reputable PICIC Commercial Bank, National Refinery Limited. PSO, Warid, Millat
companies across different industries. Asad was previously a Board Tractors, Indus Motors Company Limited and Bristol Myers Squibb.
Member of International Federation of Accountants (IFAC), the global Abdul has handled various valuation assignments for different
profession organization that represents professional bodies of 122 companies including Allied Bank Ltd. & Habib Bank Limited. He was
countries. He was also Chairman of Inter-governmental group on also involved in the valuation of Karachi Stock Exchange.
international standards on accounting and reporting, UNCTAD, United
Abdul’s representative clients / transactions include:
Nations (ISAR). Asad was also the audit partner of National Bank of
• Bank Islami Pakistan Limited
Pakistan.
• Emirates Global Islamic Bank (now merged with Al Baraka
Asad’s representative clients include: Islamic Bank)
• State Bank of Pakistan • Allied Bank Limited
• Allied Bank of Pakistan Limited • Habib Bank Limited
• National Bank of Pakistan • JS Bank Limited
• NIB Bank Limited • Standard Chartered, Afghanistan Branch
• Habib Bank Limited • PICIC on behalf of Tamasek- Singapore
• JS Bank Limited • Pakistan Telecommunication Corporation Limited
• Pakistan Industrial Credit & Investment Corporation (PICIC)/ • Wyeth Pakistan Limited
PICIC Commercial Bank Ltd- on behalf of Tamasek- Singapore • Pakistan International Container Terminal Limited
19 Proposal to Burj Bank Limited 2014 Deloitte Pakistan
Engagement Team
Core Team
Executive Director, Concurring Reviewer Senior Manager, Transaction Services

Shoaib Ghazi Zulfiquar H. Kazmi, ACA, FCCA


Executive Director Senior Manager
Audit & Assurance Deloitte Pakistan
Deloitte Pakistan
Email: zukazmi@deloitte.com
Email: sghazi@deloitte.com Phone: +92 21 34546494-7
Phone: +92 21 34546494-7 Mobile: +92 300 371 4070

Shoaib has over 14 years of providing audit and assurance services to Zulfiquar possesses more than 11 years of experience of working with
clients in various sectors including audits of public sector enterprises, Big 4 accountancy firms, with significant exposure in Financial
financial institutions, multinationals, International Reporting clients, Services. His work experience spans across Ireland, United Kingdom,
SEC Registrant entities and Local Listed clients. Middle East and Pakistan.
He has also carried out a quality control review of a fraud investigation At present, Zulfiquar is involved in financial advisory and consulting
engagement at Pakistan International Airlines Corporation. engagements mainly related to the financial and accounting due
diligences, review of business plans and prospective financial
His experience of working with numerous power sector companies
information. Furthermore, he is also engaged in consultancy
including Hub Power Company limited, AES Lalpir, Pak Gen Power
assignments for designing and re-engineering the business and
Limited, Laraib Energy Limited, Uch Power and Central Power
operational strategies.
Generation Company.
Executed and managed various external audits and special
Shoaib‘s representative clients/transactions include:
assignments of the banks, Insurance companies, Islamic financial
• The Bank of Khyber (with Islamic banking operations)
institutions, Asset management companies, Manufacturing concerns,
• Silkbank Limited (with Islamic banking operations)
consumer goods, telecommunication companies and brokerage houses
• JS Bank Limited
in Pakistan.
• Allied Bank Limited
• The Hub Power Company Limited Zulfiquar‘s representative clients / transactions includes:
• DHA Cogen Limited • Habib Metropolitan Bank Ltd. (Shariah Audit)
• AES Lal Pir • United Bank Limited (Ameen) - Islamic Bank Procedural Manual
• AES Pak Gen • United Bank Limited
• Habib Bank Limited
• JS Bank Limited
• Standard Chartered Bank, Afghanistan Branch
• Pakistan Telecommunication Corporation Limited
20 Proposal to Burj Bank Limited 2014 Deloitte Pakistan
Engagement Team
Core Team
Assistant Manager, Financial Advisory & Consulting

Suhail Nooruddin, ACCA


Assistant Manager
Deloitte Pakistan

Email: snooruddin@deloitte.com
Phone: +92 21 34546494-7
Mobile: +92 345 493 7990

Suhail has around 6 years of experience in diverse sectors including


investment advisory, asset management and financial consulting.
Prior to joining Deloitte, Suhail has worked as an Investment Analyst
for a Pensions Consultancy Firm, and as an Accountant for a Law Firm
in the UK. He also has experience working as a Financial Analyst for a
Brokerage Firm, and subsequently for an Asset Management Company
in Pakistan. Through his experience, he is well versed with techniques
of financial analysis, modeling, research and entity valuation.
Suhail is an ACCA member, and soon to be a CFA Charter holder (all
three levels cleared). He also holds a Master’s degree in Finance.
Suhail’s representative clients / transactions includes:
• United Bank Limited
• Habib Bank Limited
• JS Bank Limited
• Corning Incorporated, UK
• Tensar UK
• Linpac Group Limited, UK
• JP McDougall & Co Ltd, UK
• Siddiqsons Dairies (Pvt.) Ltd.

21 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Selected Credentials
Our Selected Credentials
Relevant Engagements

Critical analysis, Evaluation Preparation of feasibility Examination of Prospective Provided comments on


and Comments on the study report for Siddiqsons Financial Information of business plan for Arabian
Business Plan for the years Dairies (Pvt.) Ltd. Tuwairqi Steel Mills Limited Sea Enterprises Ltd. (owners
2012-2016 for Pakistan Steel of the Sheraton brand in
Mills Corporation Pakistan)

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

Review of Prospective Review of Prospective Provided Accounting Study on the commercial


Financial Information for Financial Information for assistance to Karachi and resource Feasibility and
Masco Energy Services Creek Marina (Pvt.) Limited Garment City Company Review of the Prospective
[DHA] (Guarantee) Limited in the Financial Information for
preparation of Financial Maize Based Plant on behalf
Plan of Karachi Garment of MATCO Rice Processing
City. (Pvt.) Limited
Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

23 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Financial Advisory (Financial Sector)

Provided advisory services Provided advisory services Provided advisory services Transaction services for the Provided Due Diligence and
for Buy Side Due Diligence. for Buy Side Due for Buy Side Due Diligence merger of IMLCL Ltd. & Al- Valuation services, on
Diligence. Zamin Leasing Corporation behalf of the Afghanistan
Ltd. with and into Al-Zamin International Bank.
Leasing Modaraba

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

Due Diligence Review of Carried out a due diligence


Allied Bank, on behalf of Provided merger & Provided advisory services Provided Valuation
of PICIC Commercial Bank,
Ibrahim Group. The acquisition services to Arif for Buy Side Due Diligence. Services for Privatization
on behalf of Temasek
transaction was valued at Habib Rupali Bank Ltd for Commission of Pakistan
Singapore
USD 150 million the acquisition of Rupali
Bank – Pakistan Branches

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

24 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Financial Advisory Services (Non-Financial Sectors)

Provided advisory services Provided advisory services Provided Due Diligence Provided Due Diligence Undertook Buy-Side
for Buy Side Due for Buy Side Due Diligence advisory services of Warid advisory and intangible Accounting & Tax Due
Diligence of TCS Express Telecom for PTCL. valuation services to Pak Diligence for PPL.
(Pvt.) Ltd and TCS Logistics Media Communications
(Pvt.) Ltd. (pvt) Limited

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

Buy Side Accounting & Tax Buy Side Accounting & Tax Buy Side Accounting & Tax Buy Side Accounting & Tax Carried out financial and tax
Due Diligence for Dabbagh Due Diligence of Pakistan Due Diligence of Pakistan Due Diligence of Pakistan due diligence of Singtel on
and Savola Groups of Saudi operations of Asia Resource and Bangladesh operations and Yemen operation of behalf of Warid Telecom.
Arabia. Oil Limited for Pakistan of Tullow Oil plc for Pakistan MND a.s. for Pakistan
Petroleum Limited. Petroleum Limited. Petroleum Limited.

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting
Financial Advisory & Consulting Financial Advisory & Consulting

25 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Consulting Services

Provided working capital Provided services for the Providing Capacity Building Provided external Provided Data Entry
management services to review of Sales and Services to Reform Support monitoring through Services to Land
Mobilink, as part of global Distribution System of Shan Unit of Government of Sindh Operational Audit (OA) of Administration & Revenue
initiative by its parent Foods the programme for NADRA Information System
company VimpelCom CDCP

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

Provided Data Entry Services Data entry and scanning of Evaluation of performance of Provided Continuous Audit Setting up provincial tax
for Benazir Income Support land records of district Express train against its Of UK DFID Fund Support revenue service and
Program Bahawalpur and Rahim Yar business & revenue Program for health reforms in mechanism for the collection
Khan objectives. Khyber PakhtunKhwa of taxes on service in Sindh
province

Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting Financial Advisory & Consulting

26 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Financial Services Industry

Due Diligence Review Audit and Assurance


• Bank Islami Pakistan Limited • National Bank of Pakistan
• Al Baraka Islamic Bank Ltd. • Bank of Punjab
• Standard Chartered Bank Afghanistan • Royal Bank of Scotland
• Habib Bank Limited • JS Bank
• Allied Bank of Pakistan Limited
• Bolan Bank Limited
• American Express Bank Pakistan Internal Audit
• Societe Generale Bank • BMA Asset Management
• Rupali Bank • Standard Chartered Modaraba
• Prudential Commercial Bank • UBL Fund Managers
• First Women Bank Limited (FWBL)
• Emirates Global Islamic Bank Ltd.
• Saudi Pak Leasing Corporation
• Mashreq Bank
• Al-Zamin Leasing Corporation
• Paramount Leasing Limited
• First Leasing Corporation Limited
• Natover Lease and Refinance Ltd.
• Al-Zamin Leasing Modaraba

Valuation
• Karachi Stock Exchange (Guarantee) Limited
• Standard Chartered Bank Afghanistan
• JS Bank
• MCB Bank Ltd.
• Allied Bank Limited
• Afghanistan International Bank

27 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Consumer Business Industry

Due Diligence Review Audit and Assurance


• Nakshbandi Industries Limited • Cadbury Pakistan
• MCR (Pvt.) Ltd. (Pizza Hut) • Gillette Pakistan
• Syfaa Textiles Mills Limited • Hanover Pakistan (Private) Limited
• TCS Pvt. Ltd. • IATA Pakistan
• TCS Logistics Pvt. Ltd. • J&P Coats Pakistan
• MIMA (Pvt) Limited
• MIMA Cotton Mills
Other Financial and Corporate Advisory • National Textile Foundation
• Arabian Sea Enterprises Limited (Sheraton) • Oxford University Press
• Shan Foods • Procter & Gamble
• Joe’s Fashion • Salfi Textile Mills Limited
• Gul Ahmed
• Nagina Group
• Coca Cola Taxation
• Zahidjee Group • Sitara Group
• Sapphire Group
Internal Audit • NTL (Pvt) Ltd.
• Huntsman Textile Effects
• Century Papers and Board Mills Limited • United Mobile
• Johnson and Johnson • NCR Corporation
• Marie Stopes Society • J&P Coats
• Pakistan Synthetics Limited • Tetra Pak (International Assignee Services)
• Wazir Ali Industries Limited • Sony Ericsson
• Zulfeqar Industries Limited • Wal-Mart

28 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Energy and Resource Industry

Due Diligence Review Audit and Assurance


• Pakistan State Oil • Oil & Gas Development Company Limited
• Pakistan Petroleum Limited • Oil and Gas Exploration Krakow (Branch office Pakistan)
• National Refinery Limited • Eni Pakistan (Private) Limited - Joint Ventures ( Past)
• British Petroleum (Pakistan Branches) • Pakistan Petroleum Limited - Joint Ventures
• MND Exploration & Production Limited • Pakistan State Oil Company Limited
• Tullow Pakistan (Development) Limited • Exterran Services GB Ltd. (Oil & Gas field services)
• Tullow Bangladesh Limited • Eastern Testing Services (Private) Limited (Oil & Gas field
• Pakistan Petroleum Limited for OMV Austria services)
• Japan Power Generation Ltd. for consortium of leading bankers. • Sui Southern Gas Company Limited
• Orient Power Company Limited • Jamshoro Joint Venture Limited
• Pakistan Exploration (Private) Limited. • Sui Northern Gas Pipelines Limited
• Dewan Petroleum (Private) Limited • Pyramid Petroleum
• Dawood Power (Private) Limited • Inter State Gas System (Pvt.) Ltd.
• El-Paso’s three assets in Pakistan (Saba Power, Fauji Kabirwala • Mari Gas Co. Ltd
Power Company Limited and Habibullah Coastal Power Company • OMV (Pakistan) G.m.b.H (Branch)
Limited) for Globeleq Inc. - UK • Sprint Oil and Gas Services
• Oil & Gas Development Company Limited

Consulting Assignments
• Oil and Gas Development Company Limited.
• Sui Southern Gas Company Limited
• Pakistan State Oil Company Limited.
• Karachi Electric Supply Corporation.
• State Petroleum Refining & Petrochemical Corporation (Pvt.) Ltd
• Deutag Tifbohr Incl. GMBH - Tax and Corporate Services

29 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Our Selected Credentials
Technology, Media and Telecom Industry

Due Diligence Review


• Pakistan Telecommunication Company Limited
• Warid Telecom (Private) Limited
• Pak Media Communications (Private) Limited
• Pakcom Limited
• Sign Source Outdoor Media Solution
• Pakistan Elektron Limited

30 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Limitations
Limitations
Sole purpose of this proposal is to allow the Client to assess the capabilities 6. We expect that the Client’s management shall provide us with a
and qualifications of Deloitte Pakistan and their personnel, and to provide a management representation, confirming that they are not aware of
broad line of expected services, timing, staffing and potential professional any matters that are inconsistent with, or contradictory to, the
fee for such services. Deloitte Pakistan’s responsibility is limited to findings of the procedures which, if known to us, would have an
performing the procedures specified and agreed to, and to report the impact on our findings.
resulting findings, subject to the limitations contained herein;
7. Should we determine that significant restrictions are being placed on
1. This proposal does not represent a binding offer of services or the performance of our procedures by the Client, including, without
agreement between the Client and Deloitte Pakistan and that, should limitation, the failure of the client to provide us with a management
the Client desire to proceed with services, this proposal will need to be representation letter that we determine to be satisfactory, we shall be
counter signed, subject to our satisfactory completion of our Client and entitled to withdraw from this engagement.
Engagement acceptance procedures including signing of engagement
letter, after which it will become a binding agreement for the services. 8. The Client agrees to indemnify and hold harmless Deloitte Pakistan
and its personnel from all claims arising out of or relating to a breach
2. Deloitte Pakistan has no responsibility for updating the procedures or alleged breach by the Client of any provision of the proposal to
performed, or for performing any additional procedures after the which these terms are attached, including without limitation, the
submission of the report. In addition, our engagement cannot be relied restrictions on report use and distribution. The client agrees to
on to disclose errors, other than those errors that may be reported as release and indemnify Deloitte Pakistan and its personnel from all
findings in connection with the application of the agreed upon claims attributable to any misrepresentations by the client’s
procedures that Deloitte Pakistan is to perform hereunder. management.

3. This proposal is confidential and should not be disclosed to third parties. 9. The management of the Client has to agree that Deloitte Pakistan
and its personnel will not be liable for any liability, or expenses
4. Ensuring sufficiency of the procedures, is solely the responsibility of the relating to this engagement (“Claims”) for an aggregate amount in
Client. These procedures may be changed or modified by mutual excess of the fees paid to us, pursuant to this engagement. In no
agreement if, for example, unforeseen circumstances arise. We will event will Deloitte Pakistan or its personnel be liable for
promptly discuss any such circumstances with the Client and, likewise, consequential, special, indirect, incidental, punitive or exemplary
the Client will notify us promptly if modifications to the procedures are loss, damage, or expense relating to this engagement.
to be requested.
10. Any information, documents, or other communications provided by
5. We have no responsibility for the accuracy or completeness of the us, whether in writing or otherwise, including, without limitation, any
information provided on behalf of the Client. No representation will be reports we may issue, should be considered by the Client in the
made by us for the accuracy of any estimates or completeness of the context of the nature of the services that we have agreed to provide,
information made by the Client. The Client shall solely be responsible subject to the limitations and conditions thereon, as set forth in this
for providing accurate and complete information requested by Deloitte proposal.
Pakistan.
32 Proposal to Burj Bank Limited 2014 Deloitte Pakistan
Limitations
11. The nature of the assignment will necessitate prompt communication 16. As our appointment will be made by the management of the client,
to Client of our findings that result from performing the procedures accordingly all our deliverables will be addressed to the management
requested and agreed. Therefore, it will not be possible for all of our of the client, and will be for their sole internal use and for this
communications to be in the form of written reports. Such information, engagement only. It should not be quoted or referred for any other
documents, communications, and reports, whether in writing or purpose, nor should be given to any other party without our prior
otherwise, are herein referred to collectively as the “Communications.” written consent.

12. The Client has to agree that our communications will be solely for 17. The management of the client retain sole responsibility for the
their information and internal use in connection with the assignment preparation and contents of the business plan and for the
and shall not be used by or circulated, quoted, disclosed or distributed assumptions, methodologies, internal consistency and resulting
to, nor will reference to such communications or our engagement projections contained therein. This includes any alterations or
hereunder be made to, anyone who is not related to this assignment. updates to business plan that are made in the course of or in
(subject to the execution of hold harmless agreement / third party connection with the performance of the Services.
release letter).
18. Since prospective financial information relates to the future, it may be
13. It is understood and agreed that Deloitte Pakistan is an independent affected by unforeseen events. Actual results are likely to be different
firm and that Deloitte Pakistan is not, and will not be considered to be from those projected because events and circumstances frequently do
an agent, partner, fiduciary, or representative of the Client. not occur as expected, and those differences may be material. The
realisation of the projected results shown in any prospective financial
14. Deloitte Pakistan shall not be liable for any losses, damages, costs information depends in part upon the effectiveness of management’s
or expenses arising out of errors due to the provision of false, actions in its implementation and execution of the underlying business
misleading or incomplete information or documentation or due to any plans. We can give no assurance as to whether or how closely the
acts or omissions of any other person. The Client indemnifies us actual results ultimately achieved will correspond to those planned,
from any liability it may have towards any third party as a result of budgeted, projected or forecast. Any views we may express as to the
any information supplied to Deloitte Pakistan by the Client or any of basis for any prospective financial information or possible future
its agents, where such information and documentation is false, outcomes will be made in good faith on the basis of the information
misleading or incomplete in a material respect. available to us at the time but will not constitute a representation,
undertaking or warranty of any kind.
15. Our procedures, enquires or services will not constitute an
engagement to provide verification work, an audit, attestation and
review services in accordance with International Standard on
Auditing or any other applicable Standards, therefore, Deloitte
Pakistan will not express an opinion or other form of assurance.

33 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Professional Fees,
Assignment Coordination
and Timeline
Professional Fees and Assignment Coordination

We would certainly not We will be entirely transparent with you on fees, which are calculated based on the amount of time and personnel
involved in the project at our hourly project rates. Based on our current understanding of the deal and the scope
want fees to be the main proposed in this document, we estimate that our fees will be as follows:
reason for not choosing
Deloitte and would Scope Fees (PKR)
welcome the opportunity
to further discuss any Review of Business Plan
000
aspect of our proposed (Rupees Only)

pricing with you. If you


• The above fees will be charged according to the schedule in the table below
have a specific budget to
which you would like to Payment Arrangement Percentage of fees (%)
adjust our scope and
working practices we Mobilisation Advance 50%

would be happy to adjust Submission of the draft report / presentation 50%


as necessary.
• The fees do not include service taxes at an applicable rate.
• The professional fee indicated above, is exclusive of out of pocket expenses, which shall be charged on actual
basis. Out of pocket expenses normally include costs to be incurred necessarily on airfare, boarding and
lodging, stationery, staff conveyance on site visits, telephone, communications, photocopies etc.

Assignment Coordination
• Deloitte Pakistan expects the management of Client to nominate one person as assignment coordinator who
would facilitate coordination and arrange necessary flow of information for the timely and expeditious completion
of work.
• Assignment Coordinator will also be responsible for arranging meetings with relevant personnel and will arrange
required information on a timely basis.

35 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Expected timeline
We expect review of business plan to be completed within 3 to 4 weeks since the
commencement of field work.

Week Week 1 Week 2 Week 3 Week 4

Receive Business Plan, Understand the


requirements and request information.

Perform external research on the


assumptions and perform analysis on
historical data to validate assumption.
Conduct meetings with department heads
and understand the requirements of the
departments.
Provide suggestions on structure of
business plan, key challenges, future capital
plan, expense reduction.
Give report / presentation on
recommendations on the business plan

The timeline is subject to availability of information.

36 Proposal to Burj Bank Limited 2014 Deloitte Pakistan


Important notice

This document has been prepared by Deloitte Pakistan (as defined below) for the sole purpose of providing a proposal to the parties to whom it is addressed in order that they may
evaluate the capabilities of Deloitte Pakistan to supply the proposed services.

The information contained in this document has been compiled by Deloitte Pakistan and includes material which may have been obtained from information provided by various
sources and discussions with management but has not been verified or audited. This document also contains material proprietary to Deloitte Pakistan. Except in the general context
of evaluating our capabilities, no reliance may be placed for any purposes whatsoever on the contents of this document or on its completeness. No representation or warranty,
express or implied, is given and no responsibility or liability is or will be accepted by or on behalf of Deloitte Pakistan or by any of its partners, members, employees, agents or any
other person as to the accuracy, completeness or correctness of the information contained in this document or any other oral information made available and any such liability is
expressly disclaimed.

Other than as stated below, this document and its contents are confidential and prepared solely for your information, and may not be reproduced, redistributed or passed on, directly
or indirectly, to any other person in whole or in part. Therefore you should not refer to or use our name or this document for any other purpose, disclose them or refer to them in any
prospectus or other document, or make them available or communicate them to any other party. In any event, no other party is entitled to rely on our documentation for any purpose
whatsoever and thus we accept no liability to any other party who is shown or gains access to this document.

This document is not an offer and is not intended to be contractually binding. Should this proposal be acceptable to you, and following the conclusion of our internal acceptance
procedures, we would be pleased to discuss terms and conditions with you prior to our appointment.

In this document references to Deloitte Pakistan are references to M. Yousuf Adil Saleem & Co. Chartered Accountants. M. Yousuf Adil Saleem & Co. Chartered Accountants is the
Pakistan member firm of Deloitte Touche Tohmatsu Limited (“DTTL”), a UK private company limited by guarantee, whose member firms are legally separate and independent entities.
Please see http://www.deloitte.com/view/en_PK/pk/about/index.htm for a detailed description of the legal structure of DTTL and its member firms.

© 2014 M. Yousuf Adil Saleem & Co. All rights reserved.

M. Yousuf Adil Saleem & Co. Chartered Accountants is a partnership registered in Pakistan and its head office is at Cavish Court, A-35, Block 7 & 8, K.C.H.S.U., Sharea Faisal,
Karachi, Pakistan.