Fatima Fertilizer : Notice of Election of Directors under Section 159(4) and Postal Ballot Paper

Notice under section 159(4) of the Companies Act, 2017

Election of Directors

Notice is hereby given to the members of Fatima Fertilizer Company Limited (the "Company") in pursuance of Section 159(4) of the Companies Act, 2017 that the following persons have filed with the Company notices of their intention to offer themselves for election as Directors at the Extraordinary General Meeting of the Company 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.

1.	Mr. Arif Habib	2.	Mr. Fawad Ahmed Mukhtar
3.	Mr. Fazal Ahmed Sheikh	4.	Mr. Faisal Ahmed Mukhtar
5.	Mr. Muhammad Kashif Habib	6.	Mr. Tariq Jamali - Independent Director

7. Mrs. Julie Jannerup - Independent Director

The profiles of the above-named persons have been placed on the website of the Company https://fatima- group.com/ffcl/page.php/elections-ffcl. The independent directors have been selected on the basis of their experience, competencies, diversity, skills and knowledge in compliance with the requirements of Section 166 of the Companies Act, 2017 and the Companies (Manner and Selection of Independent Directors) Regulations, 2018. No notice of intention under section 159(3) for female category has been received so above-mentioned candidate, Mrs. Julie Jannerup, will fulfil both the categories i.e., Independent and Female director categories.

Since the number of persons who have offered themselves for election, is not more than the number of Directors fixed by the Board of Directors under Section 159 (1) of the Companies Act, 2017, the above-named persons shall be deemed to be elected as Directors of the Company at the above referred meeting.

By order of the Board

	Anil Zia
Lahore: September 12, 2023	Deputy Company Secretary

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

FATIMA FERTILIZER COMPANY LIMITED

BALLOT PAPER FOR VOTING THROUGH POST

For the Special Business 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.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent:

[e-mail]

Name of shareholder/joint shareholder(s)

Registered Address:

Folio /CDC Participant / Investor ID with sub-account No.

Number of shares held

CNIC / Passport No. (in case of foreigner) (copy to be attached)

Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government)

Name of Authorized Signatory:

CNIC / Passport No. (in case of foreigner) of Authorized

Signatory - (copy to be attached)

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick () mark in the appropriate box below:

Sr.		Nature and Description of resolutions			No. of	I/We	I/We
No.						ordinary	assent to	dissent to
						shares for	the	the
						which votes	Resolutions	Resolutions
						cast	(FOR)	(AGAINST)
1.		Agenda item no. 3
		To consider and if deemed fit, to pass the following Special
		Resolutions with or without modification(s):
		Investment in Associated Companies & Associated Undertakings
		"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 limits of investments 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 Annexure-A of
		Statement under Section 134(3) of the Companies Act, 2017.
		Sr.		Proposed Fresh
		Name of Associated Companies	Equity
		No.
		& Undertakings	Investment
				(PKR Million)
		1.	Pakistan Corporate CBD REIT	1,142
		2.	Silk Islamic Development REIT	150
		(SIDR)
		3.	Sapphire Bay Islamic Development	4,120
		REIT (SBIDR)

	REITS under management of Arif
4.	Habib Dolmen REIT Management	2,250
	Ltd.

Resolved further, 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 to ratify the equity investments in Silk Islamic Development REIT (SIDR), Pakistan Corporate CBD REIT and Sapphire Bay Islamic Development REIT (SBIDR) amounting to Rs. 600 million, Rs. 858 million and Rs. 880 million respectively, already made with an understanding (supported by legal opinion) that the subject investments did not trigger obtaining approval vide a special resolution and this approval/ratification is being sought for the sake of good corporate governance.

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."

2.	Agenda item no. 4		No. of	I/We	I/We
	To consider and if deemed fit, to pass	the following Special	ordinary	assent to	dissent to
	shares for	the	the
	Resolutions with or without modification(s):		which votes	Resolutions	Resolutions
	Loan Investment in Associated Companies & Associated	cast	(FOR)	(AGAINST)
	Undertakings
	"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.	Name of Associated Companies		Proposed Loan
	No.		Investment
	& Undertakings
			(PKR Million)
	1.	Silk Islamic Development REIT		Shairah Compliant
	(SIDR)		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."

NOTES:

1. Dully filled postal ballot should be sent to the Chairman of Fatima Fertilizer Company Limited at E-110,Khayaban-e-Jinnah, Lahore Cantt., Pakistan. or (Email: [e-mail]).
2. Copy of CNIC/ Passport No. (in case of foreigner) should be enclosed with the postal ballot form.
3. Postal ballot forms should reach the Chairman within business hours by or before September 21, 2023. Any postal ballot received after this date, will not be considered for voting.
4. Signature on postal ballot should match with signature on CNIC/ Passport No. (in case of foreigner).
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
6. This postal Poll paper is also available for download from the website of Fatima Fertilizer Company Limited athttps://fatima-group.com/ffcl/page.php/forms-ffcl.Shareholders may download the ballot paper from website or use the same ballot paper published in newspapers.

_____________________________________________________________

Signature of shareholder(s)/ Proxy Holder(s)/Authorized Signatory (In case of corporate entity, please affix company stamp)

Place: _________________________

Date: _________________________