Fatima Fertilizer : Addendum to the Notice of the Extraordinary General Meeting to be held on September 22, 2023

ADDENDUM TO NOTICE OF EXTRAORDINARY GENERAL MEETING

Dear Shareholders,

The following further agenda item will be considered at the Extraordinary General Meeting to be held on Friday, September 22, 2023, at 11:00 a.m. at Avari Hotel 87-Shahrah-e-Quaid-e-Azam, Lahore as well as through electronic means:

Special Business

4. To consider and if deemed fit, to pass the following Special Resolutions with or without modification(s): Loan Investment in Associated Companies & Associated Undertakings

In accordance with Section 140(2) of the Companies Act, 2017, Mr. Arif Habib, having more than 5% shareholding of the Company, has proposed the following special resolutions for consideration by the Shareholders:

"Resolved, that the consent and approval be and is hereby accorded under Section 199 of the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017, for the following limit of loan investment in REITS under management of Arif Habib Dolmen REIT Management Limited (an associated company) for a period upto next annual general meeting or for a longer period (as applicable), and subject to the terms and conditions as mentioned in the Annexed Statement under Section 134(3) of the Companies Act, 2017.

Sr.		Proposed Loan Investment
No.	Name of Associated Companies & Undertakings
(PKR Million)
1.	Silk Islamic Development REIT (SIDR)	Shairah Compliant Debt up to PKR 200
		million

Resolved further, that the Chief Executive Officer, any director, Chief Operating Officer/Chief Financial Officer, General Manager Finance, and Company Secretary, be and are hereby authorized singly to take and do, and/or cause to be taken or done, any/all necessary actions, deeds and things which are or may be necessary for giving effect to the aforesaid resolution and to do all acts, matters, deeds, and things which are necessary, incidental and/or consequential to the investment of the Company's funds as above, as and when required at the time of investment, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto."

By order of the Board

Lahore	Anil Zia
September 12, 2023	Deputy Company Secretary

Statements under Section 134(3) of the Companies Act, 2017

Item 4 of the Agenda:

As per the disclosure requirement of Para 4(1) of the S.R.O. 1240(I)/2017 dated December 06, 2017, it is informed that Mr. Arif Habib, Director/Chairman of the Company is also the Director/Chairman of Arif Habib Dolmen REIT Management Limited (which is the RMC of SIDR), however, he has no interest except to the extent of shareholding/directorship in the investee companies:

The information required under S.R.O. 1240(I)/2017 is provided below:

Loan Investment - SILK Islamic Developmental REIT (SIDR)

Sr.

No.

(a)

(A)

(B)

Description

Disclosure for all types of Investments Disclosure regarding associated company General Disclosures

Information Required

(already given in notice of EOGM) (already given in notice of EOGM)

Plant Site: Mukhtar Garh, Sadiqabad, District Rahim Var Khan, Pakistan. PABX: [phone], Fax: [phone]

Head Office: E-110,Khayaban-e-Jinnah, Lahore Cantt., Pakistan. PABX: +92 42 111-FATIMA(111-328-462), Fax: [phone], www.fatima-group.com

(b) Additional Disclosures regarding Loan Investment

1. Category-wiseamount of investment

1. Average borrowing cost of the investing company, the Karachi Inter Bank Offered Rate (KIBOR) for the relevant period, rate of return for Shariah compliant products and rate of return for unfunded facilities, as the case may be, for the relevant period

1. Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company

Shairah Compliant Debt up to PKR 200 million.

The average borrowing cost of investing company is 12.891%.

Profit / Rental rate will be 6 Months KIBOR + 2% and will be paid from profits of the SIDR, subject to approval by the Board of Directors of the RMC.

Note: Profit / Rental rate will be agreed before commencement of every period i.e., 6 months.

1. Particulars of collateral or security to be obtained in relation to the proposed investment

1. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable

1. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking.

To be determined in line with the Shariah Advise.

Subject to the approval of the Board of Directors of the RMC, after the expiry 5 years, the outstanding debt shall be converted into ordinary units of the Issuer.

Conversion Rate is to be determined by the Board of Directors in line with the Shariah principles.

SIDR may at any time during the currency of debt may repay the same.

Plant Site: Mukhtar Garh, Sadiqabad, District Rahim Var Khan, Pakistan. PABX: [phone], Fax: [phone]

Head Office: E-110,Khayaban-e-Jinnah, Lahore Cantt., Pakistan. PABX: +92 42 111-FATIMA(111-328-462), Fax: [phone], www.fatima-group.com