Fatima Fertilizer : Notice of 21st Annual General Meeting and Ballot Paper

April 8, 2024

FATIMA/PSX/24/A-008

The General Manager	Executive Director/HOD,
Pakistan Stock Exchange Limited	Offsite-II Department,
Stock Exchange Building	Supervision Division,
Stock Exchange Road	SECP, Blue Area
Karachi.	Islamabad.

Sub: Notice of 21st Annual General Meeting and Ballot Paper

Dear Sir,

Enclosed please find a copy of the Ballot Paper and the Notice of the 21st Annual General Meeting to be held on Monday, April 29, 2024, at 11:00 a.m. at Avari Hotel 87-Shahrah-e-Quaid-e-Azam, Lahore as well as through electronic means.

Further, we refer to our letter No. FATIMA/PSX/24/A-005 dated March 21, 2024, and hereby inform that Book Closure dates for entitlement of 27.5% Final Cash Dividend for the year ended December 31, 2023 and for attending of Annual General Meeting have been revised as under:

"The Share Transfer Books of the Company will be closed from April 23, 2024, to April 29, 2024 (both days inclusive). Transfers received at the office of our Shares Registrar, CDC Share Registrar Services Limited, CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400, at the close of business on April 22, 2024, will be treated in time for the purpose of entitlement of 27.5% final cash dividend and for attending of Annual General Meeting."

You may please inform the TRE Certificate Holders of the Exchange accordingly.

Yours Sincerely,

Anil Zia

Deputy Company Secretary

Encl: as above

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

NOTICE OF THE 21ST ANNUAL GENERAL MEETING

Notice is hereby given that the 21st Annual General Meeting of the shareholders of FATIMA FERTILIZER COMPANY LIMITED will be held on Monday, April 29, 2024, 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 12, 2023.
2. To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the year ended December 31, 2023, together with the Directors' and Auditors' Reports thereon and the Chairman's review report.
   In accordance with Section 223 of the Companies Act, 2017 and SECP S.R.O No. 389(I)/2023 dated March 21, 2023, the annual audited financial statements of the Company have been uploaded on the website of the Company which can be accessed using the following weblink and QR enabled code:

https://fatima-group.com/financial-reports/

1. To consider and approve the final cash dividend for the year ended December 31, 2023, at PKR 2.75 per share i.e., 27.5% as recommended by the Board of Directors. This is in addition to the interim dividend already paid during the year at Rs. 1.75 per share i.e., 17.5%, thus making a total cash dividend of Rs. 4.50 per share i.e., 45% for the year ended December 31, 2023.
2. To appoint Auditors for the year ending December 31, 2024, 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
3. 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 Annexure-A of the statement of material facts under Section 134(3) of the Companies Act, 2017 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 ratify and approve the transactions carried out by the Company with related parties for the year ended December 31, 2023, 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, 2023, and as disclosed in Financial Statements for the year ended December 31, 2023, be and are hereby ratified and approved."
2. 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 Fatimafert Limited, Fatima Cement Limited, Fatima Packaging Limited, and other such related parties during the year ending December 31, 2024.

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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."

8. To consider and if deemed fit, to pass the following Special Resolutions with or without modification(s):

Renewal of unutilized equity Investments in REITS under management of Arif Habib Dolmen REIT Management Limited (an associated company)

"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 renewal of following unutilized limit of equity investment for REIT Schemes under management of Arif Habib Dolmen REIT Management Limited, for which approval has been sought in previous general meeting, as mentioned in detail in the Annexure-A of statement under Section 134(3) of the Companies Act, 2017, for a period upto next annual general meeting, unless specifically approved for a longer period, and shall be renewable thereon for further period(s) as specified.

Sr.	Name of Associated Companies &	Renewal requested for unutilized Equity Portion
No.	Undertakings
1.	REITS under management of Arif Habib Dolmen	PKR 2,250 million
REIT Management Ltd.

Resolved further, that the Chief Executive Officer, any director, Chief Operating Officer/Chief Financial Officer 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 resolutions 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."

Other Business

9. 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 8, 2024	Deputy Company Secretary

Notes:

1. The Share Transfer Books of the Company will remain closed from April 23, 2024, to April 29, 2024 (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 22, 2024, will be treated in time for the aforesaid purpose.
2. A member entitled to attend and vote may appoint another person 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.

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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 27, 2024 till 05:00 p.m. on [e-mail] or WhatsApp # [phone]-
   0864 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 latest by April 27, 2024 till 05:00 p.m, [e-mail]. 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 22, 2024 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 22, 2024.

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.

6. 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.

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7. 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/wp-content/uploads/2024/02/6.-Postal-Ballot-Paper.pdfto 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 22, 2024.
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 23, 2024, 9:00 a.m. to April 28, 2024. Voting shall close on April 28, 2024, 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.

Appointment of Scrutinizer

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 audited financial statements of the Company together with the auditors' report, directors' report and the chairman's review report for the year ended December 31, 2023 (Annual Report) have been made available on the Company's website
   (https://fatima-group.com/financial-reports/). In accordance with the requirements of section 223 of Companies Act 2017, the Company has electronically transmitted the Annual Report through email to shareholders whose email addresses are available with Company's Share Registrar (CDCSRSL). In those cases, where email addresses are not available with
   Company's Share Registrar (CDCSRSL), Annual Report can be accessed using the weblink and QR enabled code mentioned on the printed notice of the AGM circulated to the members.
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.

11. Change of Address

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.

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1. Submission of Copy of CNIC
2. 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.
   2. In case shares are held in CDC then the request to update CNIC must be submitted directly to broker/participant/CDC Investor Account Services.
3. Proxy
4. 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 45.51 for the year 2021
							PKR 85.86 for the year 2022
							PKR 7.01 for the year 2023
	(iv)		Break-up value per share, based on latest audited		PKR 460.34
				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, 2023
				account on the basis of its latest financial
					PKR in Million
				statements
					Authorized Capital	350
							Paid-up capital and reserves	3,101
							Surplus on revaluation of
							property, plant and equipment	584
							Non-Current Liabilities	645

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			Current Liabilities	6,022
			Current Assets	8,994
			Non-Current Assets	1,358
			Revenue	6,351
			Gross Profit	1,922
			Finance Cost	1,026
			Profit After Tax	56
(vi)		In case of investment in relation to a project of	Not applicable
	associated company or associated undertaking that
		has not commenced operations, following further
		information, namely:
		(I) Description of the project and its history since
		conceptualization;
		(II) starting date and expected date of completion of
		work;
		(III) time by which such project shall become
		commercially operational;
		(IV) expected time by which the project shall start
		paying return on investment; and
		(V) funds invested or to be invested by the
		promoters, sponsors, associated company or
		associated undertaking distinguishing between cash
		and noncash amounts
(B)	General Disclosures
(i)		Maximum amount of investment to be made	Loan Investment in the nature of running finance facility
	up to PKR 5,000 Million (Already made).
(ii)		Purpose, benefits likely to accrue to the investing	To support the functionality and operations of the
	company and its members from such investment	associated undertaking and to continue investment of the
		and period of investment	Company's funds at an attractive rate of mark-up for a
			further period of one year.
(iii)		Sources of funds to be utilized for investment and	Already given/Own sources of the Company.
	where the investment is intended to be made using
		borrowed funds:
		(I) justification for investment through borrowings;
		(II) detail of collateral, guarantees provided and
		assets pledged for obtaining such funds; and
		(III) cost benefit analysis
(iv)		Salient features of the agreement(s), if any, with	Salient terms of the agreement to be entered as follows:
	associated company or associated undertaking with
		1.	The parties agree to extend the repayment period of
		regards to the proposed investment
			the Running Finance Facility to be repaid within 30
				days of the notice of demand for a further period of
				one year. 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.
			2. Markup will be charged on the entire loan at the rate
				of 6M KIBOR+1.25% but not less than the borrowing
				cost of Fatima. Markup is payable on a six monthly
				basis.
(v)		Direct or indirect interest of directors, sponsors,	The	following directors of the Company	are also the
	majority shareholders and their relatives, if any, in
		directors in the investee company, however, the directors
		the associated company or associated undertaking
		have no direct or indirect interest except to the extent of
		or the transaction under consideration
		shareholding/directorship in the investee company:
			Directors
			1) Mr. Fawad Ahmed Mukhtar
			2) Mr. Fazal Ahmed Sheikh
			3) Mr. Faisal Ahmed Mukhtar
(vi)		In case any investment in associated company or	A loan of an aggregate amount of up to PKR 5,000 million
	associated undertaking has already been made, the	in the nature of a renewable running finance facility has
		performance review of such investment including	already been granted to RCL. The Company is now
		complete information/justification for any	seeking renewal of this running finance facility for a
		impairment or write offs	further period of one year at the mark-up	rate of 6M

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			KIBOR + 1.25% but not less than the borrowing cost of
			Fatima and to be repaid within 30 days of the notice of
			demand. There is no impairment or write-offs for this loan.
(vii)	Any other important details necessary for the		None
members to understand the transaction
(b) Additional Disclosures regarding Loan Investment
(i)	Category-wise amount of investment		Loan Investment in the nature of running finance facility up
			to PKR 5,000 Million (Already made).
(ii)	Average borrowing cost of the investing company,		The average borrowing cost of investing company is
the Karachi Inter Bank Offered Rate (KIBOR) for		19.822%.
	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
(iii)	Rate of interest, mark up, profit, fees or		6M KIBOR+1.25% per annum but not less than the
commission etc. to be charged by investing		borrowing cost of Fatima.
	company
(iv)	Particulars of collateral or security to be obtained in		The security for the loan shall continue in the form of a
relation to the proposed investment		charge over the present and future current assets of RCL
			and the charge shall be vacated on the repayment of the
			entirety of the loan.
(v)	If the investment carries conversion feature i.e. it is		None
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
(vi)	Repayment schedule and terms and conditions of		The Loan will be repayable within a year within 30 days of
loans or advances to be given to the associated
		the notice of demand unless renewed by mutual consent of
	company or associated undertaking.
		the parties, provided shareholders of Fatima approve any
			renewal.

Item 6 of the Agenda:

The transactions carried out with associated companies/related parties have been approved by the Board as recommended by the Audit Committee on a quarterly basis pursuant to provisions of applicable laws. However, as majority of Company Directors were interested in certain related party transactions due to their common directorship and holding of shares in the associated companies/related parties, the Board has recommended for placement of the same before the shareholders of the Company in general meeting for ratification/approval.

All these related party transactions during the mentioned period were executed at Arm's Length Price in a fair and transparent manner and there was no departure from the guidelines mentioned in the Companies (Related Party Transactions and Maintenance of Related Records) Regulations, 2018 and Code of Corporate Governance for such transactions.

Pursuant to the above, these transactions have to be approved/ratified by the shareholders in the General Meeting.

The directors and their relatives have no direct or indirect interest in the aforesaid except to the extent of their shareholding/common directorship with associated companies/related parties.

Item 7 of the Agenda:

Due to the composition of the Board of Directors of the Company, many Directors may be deemed to be treated as interested in transactions with certain related parties due to their common directorships and/or shareholding. Therefore the shareholders are being approached to grant a broad and prior approval for such transactions to be entered into by the Company, from time to time, at the discretion of the Board and irrespective of its composition and interest of directors due to their common directorship and holding of shares in the associated companies/related parties, triggering approval of shareholders under section 207 and/or 208 of the Companies Act, 2017, for the year ending December 31, 2024, which transactions shall be deemed to be approved by the shareholders. The Company shall ensure that such transactions with related parties, if needed, continue to be carried out in a fair and transparent manner and at Arm's Length Basis.

Transactions intended to be carried out by the Company include, but are 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 with the following related parties but are not limited to:

Company Name and Nature of Relationship

1. Fatimafert Limited - Wholly owned subsidiary

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1. Fatima Cement Limited - Wholly owned subsidiary
2. Fatima Packaging Limited - Wholly owned subsidiary

The shareholders should note that it is not possible for the Company or the directors to accurately predict the nature of related party transaction or the specific related party(ies) with which the transaction(s) shall be carried out. In view of the same, the Company seeks the broad/ prior approval of the shareholders that the Board may cause the Company to enter into related party transactions in its discretion and in accordance with the policy of the Company. Such transactions shall be presented in the next annual general meeting of shareholders for their formal approval/ratification.

The following directors of the Company are also the directors in Fatimafert Limited and Fatima Cement Limited, however, the directors have no direct or indirect interest except to the extent of their shareholding/directorship in Fatimafert Limited and Fatima Cement Limited. Mr. Asad Murad, CFO of the Company, is also the CFO of Fatimafert Limited:

Directors

1. Mr. Arif Habib
2. Mr. Fawad Ahmed Mukhtar
3. Mr. Fazal Ahmed Sheikh
4. Mr. Faisal Ahmed Mukhtar
5. Mr. Muhammad Kashif Habib

Mr. Muhammad Kashif Habib, director of the Company and Mr. Asad Murad, CFO of the Company, are also the directors in Fatima Packaging Limited, however, they have no direct or indirect interest except to the extent of their shareholding/directorship in Fatima Packaging Limited.

The Directors/Key managerial personnel are interested in the resolution only to the extent of their shareholding and/or directorships in such related parties.

Item 8 of the Agenda:

Annexure - A

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 proposed REIT Schemes), 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:

Investment in Securities - Existing and / or proposed REIT Schemes

	Sr.			Description			Information Required
	No.
	(a) Disclosure for all types of Investments
	(A) Disclosure regarding associated company
	(i)		Name of associated company or associated		Existing and / or proposed REIT Schemes under the
		undertaking		management of Arif Habib Dolmen REIT Management
							Limited ("AHDRML").
							This approval is being sought for the sake of good corporate
							governance to enable the Company to be in ready position
							to capitalise on investment opportunities as and when
							available.
	(ii)		Basis of relationship		REIT Schemes managed / to be managed by Arif Habib
							Dolmen REIT Management Limited (AHDRML) (an
							associated company).
	(iii)		Earnings per share for the last three years		As this approval is being sought for various existing /
							proposed funds under management of AHDRML, EPS of
							such entities is not available at the time of this statement.
	(iv)		Break-up value per share, based on latest audited		As this approval is being sought for various existing /
				financial statements		proposed funds under management of AHDRML, Break-up
							value of such entities is not available at the time of this
							statement.
	(v)		Financial position, including main items of		As this approval is being sought for various existing /
		statement of financial position and profit and loss
					proposed funds under management of AHDRML, financial
				account on the basis of its latest financial
					position of such entities is not available at the time of this
				statements
					statement.

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(vi)		In case of investment in relation to a project of	Various existing / proposed funds under management of
	associated company or associated undertaking that
		AHDRML are launched or are in pipeline under different
		has not commenced operations, following further
		stages of launching. These include Dolmen City REIT,
		information, namely:
		Globe Residency REIT, Silk World Islamic REIT, Naya
		(I) Description of the project and its history since
		Nazimabad Apartments REIT, Rahat Residency REIT,
		conceptualization;
		DHA Dolmen Lahore REIT, Signature Residency REIT,
		(II) starting date and expected date of completion of
		Meezan Center REIT, Gymkhana Apartment REIT and
		work;
		Park View Apartment REIT.
		(III) time by which such project shall become
		This approval is being sought for other proposed REITS as
		commercially operational;
		specified above and any other REITS that may be launched
		(IV) expected time by which the project shall start
		under the management of AHDRML, for which required
		paying return on investment; and
		information is not presently available.
		(V) funds invested or to be invested by the
		promoters, sponsors, associated company or
		associated undertaking distinguishing between cash
		and noncash amounts
(B)	General Disclosures
(i)		Maximum amount of investment to be made	Renewal of unutilized limit of PKR 2.250 billion is
			requested for approval.
(ii)		Purpose, benefits likely to accrue to the investing	For the benefit of the Company and to earn better returns in
	company and its members from such investment
		the long run on strategic investment. Approval of limit shall
		and period of investment
		remain valid for a period upto next annual general meeting
			and shall be renewable thereon for further period(s).
(iii)		Sources of funds to be utilized for investment and	The investment may be made from Company's own
	where the investment is intended to be made using
		available liquidity and/or credit lines.
		borrowed funds:
		(I) Higher rate of return
		(I) justification for investment through borrowings;
		(II) Pledge of listed securities and / or charge over assets of
		(II) detail of collateral, guarantees provided and
		the Company, if and where needed.
		assets pledged for obtaining such funds; and
		(III) Company expects to time the investment to earn return
		(III) cost benefit analysis
		over and above the borrowing cost.
(iv)		Salient features of the agreement(s), if any, with	There is no agreement to date for proposed REIT Schemes.
	associated company or associated undertaking with
		regards to the proposed investment
(v)		Direct or indirect interest of directors, sponsors,	Directors of the Company have no interest in the investee
	majority shareholders and their relatives, if any, in
		entity except in their capacity as sponsor / director /
		the associated company or associated undertaking
		shareholder of the RMC or possibility of being a
		or the transaction under consideration
		unitholder of the REIT Scheme.
(vi)		In case any investment in associated company or	N/A
	associated undertaking has already been made, the
		performance review of such investment including
		complete information/justification for any
		impairment or write offs
(vii)		Any other important details necessary for the	None
	members to understand the transaction
(b) Additional Disclosures regarding Equity Investment
(i)		Maximum price at which securities will be acquired	At par / premium / offered / negotiated price prevailing on
			the date of transaction / investment.
(ii)		In case the purchase price is higher than market	N/A
	value in case of listed securities and fair value in
		case of unlisted securities, justification thereof
(iii)		Maximum number of securities to be acquired	No. of securities purchasable under approved limit in
		accordance with / bases on Sr. Nos. (B) i & (b) i
(iv)		Number of securities and percentage thereof held	N/A
	before and after the proposed investment
(v)		Current and preceding twelve weeks' weighted	N/A
	average market price where investment is proposed
		to be made in listed securities
(vi)		Fair value determined in terms of sub-regulation (1)	N/A
	of regulation 5 for investments in unlisted securities

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