SHARE PURCHASE AGREEMENT FOR SALE OF 75 % SHARES OF PAKISTAN STEEL MILLS CORPORATION (PSMC) SIGNED

Islamabad, April 24, 2006

A Share Purchase Agreement (SPA) relating to the sale and purchase to 75% strategic Stake (1,290,487,275 ordinary shares) in the Share capital of Pakistan Steel Mills Corporation (PSMC) was signed here today. Mr. Farrukh Qayyum Secretary Ministry of Privatisation & Investment signed on behalf of the Government of Pakistan while the authorised representatives of Consortium of Magnitogorsk Iron & Steel Works (Russia), TuwairqiSteel Mills (Saudi Arabia) and Arif Habib Securities signed on behalf of their respective groups.

PC had received Rs.5.420 billion i.e. 25 % of the total bid on April 20, 2006 within the stipulated period of 20 days after the issuance of Letter of Acceptance (LoA), which was issued after the approval of the Cabinet Committee on Privatisation (CCOP) on March 31, 2006. It was the requirement of the bidding documents to sign SPA within four days after receiving the 25 % payment of the bid. The remaining amount will be deposited after one month.

The highest offer of Rs.16.80 per share making a total of Rs.21.680 billion i.e equivalent to US $ 362 million was offered by the Consortium of Magnitogorsk Iron & Steel Works (Russia), TuwairqiSteel Mills (Saudi Arabia) and Arif Habib Securities during the two rounds of bidding, which was held in front of the large number of the representatives of print and electronic media. The bids were opened and read out by two senior journalists during the first round.

The Cabinet Committee on Privatisation (CCOP) had authorised Privatisation Commission to issue Letter of Acceptance (LOA) to the successful bidder Consortium of Magnitogorsk Iron & Steel Works (Russia), TuwairqiSteel Mills (Saudi Arabia) and Arif Habib Securities whose offer was within the acceptable range.

Nine parties were pre-qualified out of which 8 conducted active due diligence. Out of these, five parties attended the pre-bid meeting. The pre-qualified parties completed their due diligence of the transaction including plant visits and physical / virtual data room.  Six pre-qualified parties joined and formed two strong bidding consortiums, which later participated in the bidding.