Fatima Fertilizer : Notice of Extraordinary General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting (EOGM) of shareholders of FATIMA FERTILIZER COMPANY LIMITED (the 'Company' or 'FATIMA') will 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 to transact the following business:

Ordinary Business

1. To confirm the minutes of the Annual General Meeting held on April 28, 2023.
2. To elect Directors of the Company for a term of three years commencing from September 22, 2023 in terms of section 159 of Companies Act, 2017.
3. 1. Pursuant to section 159(1) and (2)(a) of the Companies Act, 2017, the number of Directors to be elected has been fixed at 7 (Seven) by the Board of Directors.
   2. Pursuant to Section 159(2)(b) of the Companies Act, 2017, the names of the retiring Directors are:

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

7. Mrs. Julie Jannerup

Special Business

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 Equity Investment
No.	Name of Associated Companies & Undertakings
(PKR Million)
1.	Pakistan Corporate CBD REIT	1,142
2.	Silk Islamic Development REIT (SIDR)	150
3.	Sapphire Bay Islamic Development REIT (SBIDR)	4,120
4.	REITS under management of Arif Habib Dolmen REIT Management Ltd.	2,250

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."

Other Business

4. To transact any other business with the permission of the Chair.

By order of the Board

Lahore	Anil Zia
August 31, 2023	Deputy Company Secretary

Notes:

1. The Share Transfer Books of the Company will remain closed from September 16, 2023, to September 22, 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 September 15, 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 Meeting

1. For online participation in the Extraordinary General Meeting, the shareholders are requested to get themselves registered with the Company's Share Registrar latest by September 20, 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 EOGM 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 EOGM to the Company's share registrar latest by September 20, 2023 till 05:00 p.m., at above-given email address or WhatsApp # [phone]. 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 EOGM to consolidate their attendance and participation through proxies.

5. 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. 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.
2. Vote Casting In-Person or Through Proxy
   Polling booth will be established at the place of physical gathering of the EOGM for voting.
3. Procedure for Postal Ballot and E-Voting
   In accordance with the Companies (Postal Ballot) Regulations, 2018, latest amendments circulated through SRO dated December 05, 2022, SECP has directed all listed companies for the purpose of Polling on Special Business / election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under Section 159 (1) of the Companies Act, 2017, shareholders will be allowed to exercise their right to vote through postal ballot i.e. by post or e-voting, in the manner and subject to the conditions contained in the aforesaid regulations.

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 / election of directors to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.

1. Procedure and Documents to Contest for Election of Directors
   Any person who seeks to contest the election of directors must follow the procedure and submit the necessary documents as detailed in the Statement of Material Facts which is attached with this Notice, not later than fourteen (14) days before the date of the EOGM.
2. Miscellaneous
   Shareholders who could not collect their dividend /physical shares are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend or shares, if any.

Statement under Section 166 (3) of the Companies Act, 2017

Agenda Item no. 2

Section 166 of the Companies Act 2017 requires that a statement of material facts is annexed to the notice of the general meeting called for the purpose of election of directors which shall indicate the justification for choosing the appointee for appointment as independent director.

The Company shall ensure that the independents are elected in accordance with the procedures for election of directors laid down in Section 159 of the Companies Act 2017. After the contestants file their notice / intention to stand for elections, the Company shall apply following criteria for choosing the appointee for appointment as independent director:

1. Inclusion of name of independent directors in the data bank maintained by Pakistan Institute of Corporate Governance (PICG) duly authorized by SECP.
2. Respective competencies, diversity, skill, knowledge and experience of the election contestants shall be assessed.
3. The company shall exercise due diligence before selecting a person from the data bank that the contestant meets the independence criteria as mentioned in Section 166(2) of the Companies Act, 2017.

Any person who seeks to contest the election of the office of director, whether they are a retiring director or otherwise, shall submit the following documents to the Company Secretary at the Registered Office address, E 110 Khayaban e Jinnah Lahore Cantt. not later than fourteen (14) days before the date of the EOGM:

1. Notice of his/her intention to offer himself/herself for the election of directors as per Section 159(3) of the Companies Act, 2017 and consent to act as a director on Form 28 as prescribed under the Companies Act, 2017 and the Companies (General Provisions and Forms) Regulations, 2018.
2. Any person contesting the election of directors must be a Member of the Company at the time of filing his/her consent unless such person is representing a Member which is not a natural person.
3. A signed declaration confirming that:
4. 1. He/ She is aware of his/her duties and powers under the Companies Act, 2017, the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Rule Book of Pakistan Stock Exchange Limited, Memorandum and Articles of Association of the Company and other relevant laws and regulations.
   2. He/she is not ineligible to become a director of a listed company under the provisions of the Companies Act, 2017, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and other applicable laws/regulations.
5. A detailed profile along with his/her office address for placement on the Company's website as required under SRO

1196 (I)/2019 dated 3 October 2019.

1. Detail of directorship offices held.
2. Copy of valid CNIC or Passport (in case of a foreign national) along with NTN and Folio Number/CDC Account or

Sub Account number.

Additional Documents for Candidates Intending to Contest the Election as an Independent Director

Independent directors will be elected in accordance with Sections 159 and 166 of the Companies Act, 2017 and shall meet the criteria laid down under Section 166 of the Companies Act, 2017 and the Companies (Manner and Selection of Independent Directors) Regulations, 2018.

The following additional documents are required to be submitted by the candidates intending to contest the election as an independent director:

1. Declaration of independence under Regulation 6(3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019;
2. Undertaking on non-judicial stamp paper that he/she meets the requirements of Regulation 4(1) of the Companies (Manner and Selection of Independent Directors) Regulations, 2018.

The final list of candidates contesting the election will be circulated not later than seven (7) days before the date of the EOGM in terms of Section 159(4) of the Companies Act, 2017. The website of the Company will be updated with the required information and directors' profile.

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

Item 3 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 SIDR, PCCR, SBIDR and 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 - SILK Islamic Developmental REIT (SIDR)

Sr.

Description

Information Required

No.

(a) Disclosure for all types of Investments

(A) Disclosure regarding associated company

(i)

Name of associated company or associated

Silk Islamic Developmental REIT (SIDR)

undertaking

(ii)

Basis of relationship

SIDR is a REIT Scheme managed by Arif Habib Dolmen

REIT Management Limited (AHDRML) (an associated

company).

(iii)

Earnings per share for the last three years

Year ended 30th June 2022 was the first accounting period

of SIDR and the EPS of this period is Rs. 0.0154.

(iv)

Break-up value per share, based on latest audited

Year ended 30th June 2022 was the first accounting period

financial statements

of SIDR. The Break-up value per share of this period is Rs.

9.98.

(v)

Financial position, including main items of

Year ended 30th June 2022 was the first accounting period

statement of financial position and profit and loss

of SIDR. The financial position in PKR is as follows:

account on the basis of its latest financial

Total Assets : 4.1 billion

statements

Total Liabilities 1.1 billion

Total unitholder's fund 3.0 billion

Total revenue: 0.09 billion

Admin and operating expenses: 0.048 billion

Loss for the period 0.0046 billion

Bank balance 1.21 billion

(vi)

In case of investment in relation to a project of

(I) SIDR was created for investing in undeveloped land in

associated company or associated undertaking that

Karachi

with the objective of upliftment of area and

has not commenced operations, following further

development of real estate including construction and sale

information, namely:

of residential apartment

and commercial units.

SIDR

(I) Description of the project and its history since

project

is

spread

over

60

acres commercial real

estate

conceptualization;

situated

at

Deh

Jam

Chakro, Surjani, Karachi,

and is

(II) starting date and expected date of completion of

adjacent to Saima Arabian Villas, accessible directly from

work;

		(III) time by which such project shall become	Shahrah-e-Usman / Hub Dam link road (Abdullah
		commercially operational;	Chowrangi). SIDR has acquired land from Silk Bank
		(IV) expected time by which the project shall start	Limited and World Group.
		paying return on investment; and	(II)&(III) Trust Deed of SIDR was registered on July 08,
		(V) funds invested or to be invested by the	2021 and the approval by SECP was granted on June 30,
		promoters, sponsors, associated company or	2021. Total completion time for the whole project is
		associated undertaking distinguishing between cash	estimated / targeted at 8 years;
		and noncash amounts	(IV) At least 5 years from the date of registration of SIDR
			is required to pay return on investment; and
			(V) In addition to Fatima Fertilizer Company Limited, two
			other associated companies namely AHDRML and Arif
			Habib Corporation Limited have also invested in 20% of
			the units of SIDR.
(B)	General Disclosures
(i)		Maximum amount of investment to be made	PKR 750 million. Ratification is also being sought of equity
	investment already made in SIDR after approval from
			Board of Directors amounting to PKR 600 million, made
			with an understanding (supported by legal opinion) that the
			subject investment did not trigger obtaining approval vide
			a special resolution and this approval/ratification is being
			sought for the sake of good corporate governance.
(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. Investment has already
		and period of investment	been made and Approval of further limit shall remain valid
			for a period upto 5 years and shall be renewable
			subsequently.
(iii)		Sources of funds to be utilized for investment and	The investment is made / to 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
		(III) cost benefit analysis	return over and above the borrowing cost.
(iv)		Salient features of the agreement(s), if any, with	Unit Subscription Agreement was signed with the REIT
	associated company or associated undertaking with	Scheme along with other investors. Salient features are as
		regards to the proposed investment	follows :
			• Advance against investment was made on the condition
			that the same shall be refunded in case the condition
			precedents mentioned in the agreement are not met by
			a specified date. Units were issued on completion of
			conditions.
			• Being a strategic investor of the SIDR, Fatima shall
			continue to hold 15 million units in a blocked account,
			out of total 75 million units held by it in accordance
			with REIT Regulations.
			• Unitholding of investors of SIDR are to be divested /
			transferred only in accordance with the restrictions
			mentioned in the agreement.
(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	The Company has made equity investment of PKR 600
	associated undertaking has already been made, the	million and intends to make further investment of PKR
		performance review of such investment including	150 million.
		complete information/justification for any	Performance of SIDR can be referred in Point (A) iii to vi
		impairment or write offs
		above.
(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	Investment in 60 million units i.e. 20% of the total
			unitholding were subscribed @ Rs.10/- per unit.