Fatima Fertilizer : NOTICE OF THE 20TH ANNUAL GENERAL MEETING ALONG WITH BALLOT PAPER FOR VOTING THROUGH POST

NOTICE OF THE 20TH ANNUAL GENERAL MEETING

Notice is hereby given that the 20th Annual General Meeting of the shareholders of FATIMA FERTILIZER COMPANY LIMITED will be held on Friday, April 28, 2023 at 11:00 a.m. at Avari Hotel 87-Shahrah-e-Quaid-e-Azam, Lahore as well as through electronic means to transact the following business:

Ordinary Business

1. To confirm the minutes of the Extraordinary General Meetings held on December 27, 2022, and December 31, 2022.
2. To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the year ended December 31, 2022, together with the Directors' and Auditors' Reports thereon and the Chairman's review report.
3. To consider and approve the final cash dividend for the year ended December 31, 2022, at PKR 3.50 per share i.e., 35% as recommended by the Board of Directors.
4. To appoint Auditors for the year ending December 31, 2023, and to fix their remuneration. The Audit Committee and the Board of Directors have recommended for reappointment of M/s Yousuf Adil Chartered Accountants as external auditors.
   Special Business
5. To consider and approve renewal of running finance facility limit extended to associated company namely Reliance Commodities (Pvt) Limited for a further period of one year and to pass the following Special Resolution(s) with or without modification(s):
   "Resolved, that the consent and approval be and is hereby accorded under Section 199 of the Companies Act, 2017 and Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 for renewal of Running Finance Facility limit of up-to an aggregate amount of PKR 5,000 million extended to Reliance Commodities (Pvt) Limited, an associated company, for a further period of one year on terms as are noted in the statement of material facts under Section 134(3) annexed herewith. The limit in the nature of Running Finance Facility shall be renewable in the next general meeting(s) for a further period(s) of one year.

Resolved further, that the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and/or Company Secretary of the Company be and are each hereby authorized singly to take all steps necessary in this regard, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto."

1. To consider and approve the renewal of running finance facility limit extended to associated company namely Pakarab Fertilizers Limited for a further period of one year and to pass the following Special Resolution(s) with or without modification(s):
   "Resolved, that the consent and approval be and is hereby accorded under Section 199 of the Companies Act, 2017 and Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 for renewal of Running Finance Facility limit of up-to an aggregate amount of PKR 5,000 million extended to Pakarab Fertilizers Limited, an associated company, for a further period of one year on terms as are noted in the statement of material facts under Section 134(3) annexed herewith. The limit in the nature of Running Finance Facility shall be renewable in the next general meeting(s) for a further period(s) of one year.
   Resolved further, that the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and/or Company Secretary of the Company be and are each hereby authorized singly to take all steps necessary in this regard, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto."
2. To ratify and approve the transactions carried out by the Company with related parties for the year ended December 31, 2022, and to pass the following Special Resolution(s) with or without modification(s):
   "Resolved, that related party transactions carried out by the Company with all the related parties during the year ended December 31, 2022, and as disclosed in Financial Statements for the year ended December 31, 2022, be and are hereby ratified and approved."
3. To approve transactions with related parties and to authorize the Board of Directors of the Company to carry out such related party transactions from time to time which require approval of shareholders u/s 207 and/or 208 of the Companies Act, 2017 and to pass the following Special Resolution(s) with or without modification(s):
   "Resolved, that the Company may carry out transactions including but not limited to sale and purchase of stores and spares, shared expenses, toll manufacturing, sale and purchase of products/mid-products/raw material/assets and purchase of packaging material, payment against sales collections, lease rentals and license fee, fee for services, with related parties from time to time including but not limited to Pakarab Fertilizers Limited, Fatimafert Limited, Fatima Cement Limited, Fatima Packaging Limited, and other such related parties during the year ending December 31, 2023.

Resolved further, that details of transactions incurred up to date of the next meeting of shareholders shall be presented in the next meeting of shareholders for ratification.

Resolved further, that within the parameters approved above by the shareholders of the Company, the Board of Directors of the Company may approve specifically related party transactions from time to time in compliance with the Company's policy pertaining to related party transactions and notwithstanding any interest of the directors of the Company in any related party transaction(s) which has been noted by the shareholders and the transactions approved by the Board shall be deemed to have been approved by the shareholders u/s 207 and/or 208 of the Companies Act, 2017."

1. To consider and approve the renewal of facility limit in the nature of Corporate Guarantee(s) extended to Pakarab Fertilizers Limited for a further period of one year and to pass the following Special Resolution(s) with or without modification(s):
   "Resolved, that the consent and approval be and is hereby accorded under Section 199 of the Companies Act, 2017 and Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 for renewal of Facility limit in the nature of Corporate Guarantee(s) of up-to an aggregate amount of PKR 7,000 million extended to Pakarab Fertilizers Limited, an associated company, for a further period of one year, issued/to be issued by Fatima Fertilizer Company Limited in favor of any bank / financial institution/company, etc. in connection with financing or other facilities availed / to be availed by Pakarab Fertilizers Limited. The limit in the nature of the Corporate Guarantee(s) Facility shall be renewable in the next general meeting(s) for a further period(s) of one year.
   Resolved further, that the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and/or Company Secretary of the Company be and are each hereby authorized singly to take all steps necessary in this regard, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto."
2. To consider and approve circulation/dissemination of Annual Audited Financial Statements through QR enabled code and weblink and to pass the following Special Resolution(s) with or without modification(s):
   Resolved that circulation/dissemination of Annual Audited Financial Statements to the shareholders through QR enabled code and weblink as notified by the Securities and Exchange Commission of Pakistan vide its S.R.O. 389 (I)/2023 dated March 21, 2023 or any other transmission medium allowed by the regulators, be and is hereby approved.
   Resolved further, that Chief Executive Officer and/or Company Secretary be and are hereby singly authorized to take and do all necessary actions, deeds and things which are or may be necessary, incidental and/or consequential to give effect to the aforesaid resolution."
   Other Business
3. To transact any other business with the permission of the Chair.
   The statements under Section 134(3) of the Companies Act, 2017 setting out the material facts are annexed herewith.

By order of the Board

Lahore	Anil Zia
April 7, 2023	Deputy Company Secretary

Notes:

1. The Share Transfer Books of the Company will remain closed from April 20, 2023, to April 28, 2023 (both days inclusive). Transfers received in order at the office of our Share Registrar/Transfer Agent CDC Share Registrar Services Limited by the close of business on April 19, 2023, will be treated in time for the aforesaid purpose.
2. A member entitled to attend and vote may appoint another member as his/her proxy to attend and vote instead of him/her.
3. An individual beneficial owner of shares from CDC must bring his/her original CNIC or Passport, Account, and Participant's I.D. numbers to prove his/her identity. A representative of corporate members from CDC, must bring the Board of Directors' Resolution and/or Power of Attorney and the specimen signature of the nominee.
4. Online participation in the Annual General Meeting

1. For online participation in the Annual General Meeting, the shareholders are requested to get themselves registered with the Company's Share Registrar latest by April 26, 2023 till 05:00 p.m. on [e-mail] by providing the following details:

Full Name of		CNIC		**	**
Shareholder / Proxy	Company	Folio / CDC A/c No.
Number	Email ID	Mobile Phone No.
Holder

Fatima Fertilizer

Company Limited

**Shareholders/proxyholders are requested to provide active email addresses and mobile phone number.

Login facility will be opened thirty minutes before the meeting time to enable the participants to join the meeting after the identification process. Shareholders will be able to login and participate in the AGM proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.

1. Shareholders may send their comments and suggestions relating to the agenda items of the AGM to the Company's share registrar latest by April 26, 2023 till 05:00 p.m , at above-given email address or WhatsApp,# 0321-820-0864. Shareholders are required to mention their full name, CNIC No and Folio No. for this purpose.
2. Shareholders will be encouraged to participate in the AGM to consolidate their attendance and participation through proxies.

5. Withholding Tax on Dividends

Prevailing rates prescribed for deduction of withholding tax on the amount of dividend paid by the Company is as under:

1. For persons appearing on active taxpayer's list: 15%
2. For persons not appearing on active taxpayer's list: 30%

To enable the Company to make tax deduction on the amount of cash dividend @ 15% instead of 30%, all the shareholders whose names do not appear on the Active Tax-payers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered into ATL by April 19, 2023 otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

Withholding tax exemption from the dividend income, shall only be allowed if a copy of the valid tax exemption certificate

is made available to Company's Share Registrar by Close of Business day as on April 19, 2023.

The shareholders who have joint shareholdings held by Filers and Non-Filers shall be dealt with separately and in such particular situation, each account holder is to be treated as either a Filer or a Non-Filer and tax will be deducted according to his shareholding. If the share is not ascertainable then each account holder will be assumed to hold an equal proportion of shares and the deduction will be made accordingly. Therefore, in order to avoid deduction of tax at a higher rate, the joint account holders are requested to provide the below details of their shareholding to the Share Registrar of the Company latest by the AGM date.

Folio/CDC	Name of	CNIC	Shareholding	Total Shares	Principal/Joint
Account No.	Shareholder				Shareholder

For any further assistance, the members may contact the Share Registrar at the following phone numbers, email addresses:

CDC Share Registrar Services Limited, CDC House 99-B, Block 'B' S.M.C.H.S, Main Shahra-e-FaisalKarachi-74400. Telephone: [phone], Email: [e-mail]

The corporate shareholders having CDC accounts are required to have their National Tax Numbers (NTNs) updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to the Company or its Share Registrar i.e. CDC Share Registrar Services Limited. The shareholders while sending NTN or NTN certificates, as the case may be, must quote the Company name and their respective folio numbers.

1. Payment of Cash Dividend through Electronic Mode
   Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay a cash dividend to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders. In order to receive dividends directly into their bank account, shareholders are requested to provide their IBAN by filling the Electronic Credit Mandate Form provided in the Annual Report and also available on Company's website and send it duly signed along with a copy of CNIC to the Registrar of the Company CDC Share Registrar Services Limited, CDC House 99-B, Block 'B' S.M.C.H.S, Main Shahra-e-FaisalKarachi-74400 in case of physical shares. In case shares are held in CDC then Electronic Credit Mandate Form must be submitted directly to the shareholder's broker/participant/CDC account services.
2. E-Voting /Postal ballot
   Members can exercise their right to poll/postal ballot subject to meeting the requirement of Section 143-145 of the Companies Act, 2017 and applicable clauses of Companies (Postal Ballot) Regulations, 2018. For convenience of the

members, Ballot Paper is annexed to this notice and the same is also available on the Company's website https://fatima-group.com/ffcl/page.php/forms-ffclto download.

Procedure for e-Voting

1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on April 19, 2023.
2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
3. Identity of the Members intending to cast vote through e Voting shall be authenticated through electronic signature or authentication for login.
4. Members shall cast vote online at any time from April 21, 2023, 9:00 a.m. to April 27, 2023. Voting shall close on April 27, 2023, at 5:00 p.m. Once the vote on the resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

Procedure for voting through postal ballot paper

The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's address at E 110 Khayaban e Jinnah Lahore Cantt. or email [e-mail] day before the day of poll, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

In accordance with the Regulation 11 of the Regulations, the Board of the Company has appointed M/s Yousuf Adil Chartered Accountants, (a QCR rated audit firm and external auditors of the Company) to act as the Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.

1. Dissemination of Annual Audited Accounts and Notice of Annual General Meeting
   The Company shall place the financial statements and reports on the Company's website: http://fatima-group.com/ffcl/page.php/financial-results-ffclat least twenty-one (21) days prior to the date of the Annual General Meeting.
   Further, this is to inform that in accordance with S.R.O. 389 (I)/2023 dated March 21 2023, the Company shall circulate the annual audited financial statements through email in case email address has been provided by the member to the Company, and will also dispatch the Annual Report of the Company for the year ended December 31, 2022 to the other shareholders through CD whose email address is not available. However, if a shareholder requests for a hard copy of Annual Accounts on the standard request form available on the website of the Company, the same shall be provided free of cost within seven days of receipt of such request.
2. Conversion of physical shares into the Book-Entry Form
   As per Section 72 of the Companies Act, 2017 every existing listed company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Act, i.e., May 30, 2017.
   The Shareholders having physical shareholding are encouraged to open CDC sub - account with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form.
3. Unclaimed dividend / shares

Shareholders who have not collected their dividend / physical shares are advised to contact our shares registrar to collect / enquire about their unclaimed dividend or shares, if any.

1. Change of Address
2. 1. Members having physical shareholding are requested to notify changes in address immediately, if any, in their registered addresses to our Share Registrar, CDC Share Registrar Services Limited, CDC House 99-B, Block 'B' S.M.C.H.S, Main Shahra-e-FaisalKarachi-74400.
   2. In case shares are held in CDC then the request notifying the change in address must be submitted directly to broker/participant/CDC Investor Account Services.
3. Submission of Copy of CNIC
4. 1. Individual members having physical shareholding and who have not yet submitted photocopy of their valid CNIC are requested to send notarized copy of their valid CNIC immediately to our Share Registrar, CDC Share Registrar Services Limited.

1. In case shares are held in CDC then the request to update CNIC must be submitted directly to broker/participant/CDC Investor Account Services.

13. Proxy

1. The instrument appointing a proxy and the power of attorney or other authority under which it is signed or a attested copy of power of attorney must be deposited at the Registered Office of the Company situated at E 110 Khayaban e Jinnah Lahore Cantt. at least 48 hours before the time of the meeting.
2. For appointing proxies, the shareholders will further have to follow the under mentioned guidelines:

1. In case of individuals having physical shareholding or the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form accordingly.
2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC number shall be mentioned on the form.
3. Notarized copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
4. In case of a corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

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

Item 5 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 the following directors of the Company are also the directors in the investee company, however, the directors have no direct or indirect interest except to the extent of shareholding/directorship in the investee company:

Directors

1. Mr. Fawad Ahmed Mukhtar
2. Mr. Fazal Ahmed Sheikh
3. Mr. Faisal Ahmed Mukhtar

The Directors have carried out the required due diligence for the purpose of this loan.

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

	Sr.			Description			Information Required
	No.
	(a) Disclosure for all types of Investments
	(A) Disclosure regarding associated company
	(i)		Name of associated company or associated		Reliance Commodities (Pvt) Limited (RCL)
		undertaking
	(ii)		Basis of relationship		Due to common directorship by the following:
							1) Mr. Fawad Ahmed Mukhtar
							2) Mr. Fazal Ahmed Sheikh
							3) Mr. Faisal Ahmed Mukhtar
	(iii)		Earnings per share for the last three years		PKR 25.06 for the year 2020
							PKR 45.51 for the year 2021
							PKR 85.86 for the year 2022
	(iv)		Break-up value per share, based on latest audited		PKR 453.33
				financial statements
	(v)		Financial position, including main items of		As per the audited Financial Statements for the year ended
		statement of financial position and profit and loss
					June 30, 2022
				account on the basis of its latest financial
					PKR in Million
				statements
					Authorized Capital	350
							Paid-up capital and reserves	3,629
							Surplus on revaluation of
							property, plant and equipment	595
							Non-Current Liabilities	638
							Current Liabilities	11,266
							Current Assets	14,307
							Non-Current Assets	1,226