Fatima Fertilizer : Notice of Extraordinary General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting (EOGM) of the shareholders of FATIMA FERTILIZER COMPANY LIMITED (the 'Company' or 'FATIMA') will be held on Tuesday, December 12, 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 Meeting held on September 22, 2023.
   Special Business
2. To consider and, if thought fit, pass, with or without modification(s), the following resolutions as special resolutions, in terms of Section 199 of the Companies Act, 2017, and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017, for the purposes of authorizing investments in the Company's associated Company i.e. National Resources (Private) Limited ("NRL"), including (i) by way of acquisition from Reliance Commodities (Private) Limited (an associated company / related party of the Company) its equity stake in NRL, comprising up to 34,833,333 (Thirty Four Million Eight Hundred Thirty Three Thousand Three Hundred Thirty Three) ordinary shares, having face value of PKR 10/- each, constituting approximately 33.33% of the issued and paid up capital of NRL, at an aggregate price of up to PKR 252,193,332/- (Pak Rupees Two Hundred Fifty Two Million One Hundred Ninety Three Thousand Three Hundred Thirty Two); and (ii) making further investments in NRL from time to time, by way of providing loans / advances to NRL and / or subscribing to shares of NRL (i.e. making equity investments in NRL), as determined by the authorized representatives of the Company, in the aggregate amount of up to PKR 1,000,000,000/- (Pak Rupees One Billion):

"RESOLVED THAT the Company be and is hereby authorized, in accordance with Section 199 of the Companies Act, 2017 and other applicable laws, to make investments in its associated company i.e. National Resources (Private) Limited ("NRL"), by acquiring from Reliance Commodities (Private) Limited, also being an associated company / related party of the Company, its equity stake in NRL (including through any nominees), comprising up to 34,833,333 (Thirty Four Million Eight Hundred Thirty Three Thousand Three Hundred Thirty Three) ordinary shares of NRL, having face value of PKR 10/- (Pak Rupees Ten) each, constituting approximately up to 33.33% of the issued and paid up share capital of NRL, for an aggregate price of up to PKR 252,193,332/- (Pak Rupees Two Hundred Fifty Two Million One Hundred Ninety Three Thousand Three Hundred Thirty Two).

FURTHER RESOLVED THAT the Company be and is hereby authorized, in accordance with Section 199 of the Companies Act, 2017, to make further investments in NRL from time to time, over a period of 2 (two) years, by way of providing loans / advances to NRL and / or subscribing to shares of NRL (i.e. making equity investments in NRL), as determined by the authorized representative(s) of the Company, in the aggregate amount of up to PKR 1,000,000,000/- (Pak Rupees One Billion), broadly as per the terms stipulated in the statement accompanying this Notice, for inter alia funding the operations / business of NRL, including activities pertaining to the direct or indirect exploration of natural resources in the areas allotted in the Province of Balochistan to NRL or a project company in which NRL is a shareholder.

FURTHER RESOLVED THAT such investment(s), whether by way of equity injection (including the acquisition or subscription of shares) and / or loans and advances, may be made and / or retained by the Company as the Board of Directors deem appropriate and / or modify the same from time to time in accordance with the instructions of the Board of Directors, including based on the feasibility of the arrangement, as a consequence of which the Board of Directors of the Company is also hereby empowered and authorized to dispose of such investment(s) or any portion thereof as deemed fit by the Board.

FURTHER RESOLVED THAT Mr. Fawad Ahmed Mukhtar, the Chief Executive Officer of the Company and / or Mr. Fazal Ahmed Sheikh, the Director of the Company and / or Mr. Asad Murad, the Chief Financial Officer of the Company and / or Mr. Omair Ahmed Mohsin, the Company Secretary and / or Mr. Kashif Mustafa Khan, GM Finance of the Company and / or Mr. Anil Zia, the Deputy Company Secretary, or any person(s) authorized by any of them, be and are hereby severally authorized and empowered to take all necessary steps to effectuate the aforementioned resolutions, make the requisite investments from time to time, do all such acts, deeds and things, and to negotiate, execute and deliver all such deeds, agreements, declarations, undertakings, and instruments, including any ancillary document(s) thereto, or provide any such documentation for and on behalf and in the name of the Company, fulfilling regulatory requirements, in each case, as may be necessary or required or deemed fit, for or in connection with or incidental to the proposed investments in NRL including, without limiting the generality of the foregoing, the negotiation and finalization of the terms and conditions relating to such investments and entering into arrangements with other shareholders."

Other Business

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

The Statement of material facts, as required under section 134(3) of the Companies Act, 2017, in respect of the special business to be considered at the meeting is being sent to the shareholders with this notice.

By order of the Board

Lahore	Anil Zia
November 20, 2023	Deputy Company Secretary

Notes:

1. The Share Transfer Books of the Company will remain closed from December 06, 2023, to December 12, 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 December 05, 2023, will be treated in time for the aforesaid purpose.
2. A member entitled to attend the EOGM 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 December 11, 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 December 11, 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 an 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.

6. Vote Casting In-Person or Through Proxy

Polling booth will be established at the place of physical gathering of the EOGM for voting.

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/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 December 05, 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 December 06, 2023, 9:00 a.m. to December 11, 2023. Voting shall close on December 11, 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.

8. 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 OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 REGARDING

THE SPECIAL BUSINESS TO BE TRANSACTED AT THE EXTRAORDINARY GENERAL MEETING

Agenda Item no. 2

This statement sets out below the material facts concerning the Special Business to be transacted at the Extraordinary General Meeting of Fatima Fertilizer Company Limited (the "Company") to be held on December 12, 2023.

The Company seeks to make investments in the field of exploration and / or mining of minerals in Pakistan. Consequently, the Company seeks the approval from its shareholders for investments in its associated company, National Resources (Private) Limited ("NRL"), through passing of the special resolutions (with or without modification(s)) provided in agenda item no. 2 of the notice, in accordance with Section 199 of the Companies Act, 2017.

For the purposes of valuation of NRL (i.e. for the acquisition of its shares), as required under the applicable laws, the Company had engaged the services of an independent firm of Chartered Accountants, which has carried out the valuation of securities of NRL. The valuation represents discounted future cashflows from this business, keeping in view that NRL currently only holds an Exploration License in respect of an area measuring approximately 499.17 square kilometers in the Chagai Area of Balochistan. The amounts spent on initial due diligence, which includes technical studies, and mapping and imaging for identifying the said area potentially having metal reserves, have also been accounted for in the purchase price.

The Board of Directors of the Company has certified that necessary due diligence of NRL has been carried out (given that NRL has yet to commence commercial operations with respect to the project) and has recommended that the shareholders of the Company pass the resolutions to permit the said investments.

The information required to be annexed to the Notice in accordance with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 (Notification No. SRO 1240(I)/2017 dated December 6, 2017) (the "Regulations") is set out below:

Sr.	Description				Information Required
No.
(a)	Disclosures for all types of Investments
(A)	Regarding Associated company
(i)	Name of the associated company or associated		National Resources (Private) Limited ("NRL"),
	undertaking		being the associated company in which the
			proposed investment is intended to be made by the
			Company.
			For clarity and transparency, it is highlighted that
			Reliance	Commodities	(Private)	Limited
			("Reliance") is also an associated company /
			related party of the Company; however, no
			investment will be made in Reliance; instead, the
			Company intends to purchase Reliance's existing
			equity stake in NRL. Accordingly, information
			under Section 199 of the Companies Act, 2017 and
			the Regulations are not applicable to Reliance.
(ii)	Basis of relationship		NRL is an associated company of the Company
			based on common directorship i.e. Mr. Fawad
			Ahmed Mukhtar.
			Furthermore, the common directorship with
			Reliance is as follows:
		1)	Mr. Fawad Ahmed Mukhtar
		2)	Mr. Fazal Ahmed Sheikh
		3)	Mr. Faisal Ahmed Mukhtar
(iii)	Earnings per share for the last three years.		NRL has not commenced commercial operations to
			date, and the proposed project to be undertaken by
			NRL (including through a project SPV) is expected
			to commence its exploration phase soon. The
			expenses, so far incurred, are of a preliminary
			nature, including for procuring an exploration
			license (along with allied activities), and are
			charged to NRL's Profit & Loss account.
			Hence, the loss per share for the last three years is
			as follows:
				Years		Loss per share (PKR)
				2023			(1.85)
				2022			(3.22)
				2021			(3.08)
(iv)	Break-up value per share, based on latest audited		The break-up value per share of NRL is PKR 0.68/-
	financial statements.		, based on the audited financial statements of NRL
			for the year ended June 30, 2023.
(V)	Financial position, including main items of		NRL reported a loss of PKR 193.4 million in FY23
	statement of financial position and profit and loss		due to non-commencement of operations and
	account on the basis of its latest financial statements		administration expenses. Significant items on its
			balance sheet are PKR 223.5 million tied up in
			short-term investments and PKR 141.1 that it owes
			in accruals.
(vi)	In case of investment in relation to a project of
	associated company or associated undertaking that
	has not commenced operations, following further
	information, namely:
	(I) Description of the project and its history since		NRL is a consortium currently comprising three
	conceptualization.		prominent business houses, including Reliance
			(intended to be replaced with the Company, subject
			to the acquisition of Reliance's shareholding in
			NRL). NRL has been established to carry out
			activities in the field of exploration and mining of
			minerals.

		NRL seeks to initially carry out exploration
		activities with respect to mining of minerals in the
		Chagai District in the Province of Balochistan. In
		this respect, NRL has recently been granted an
		exploration license for an area of approximately
		499.17 sq. km. in the Chagai district	of
		Balochistan, and intends to carry out the requisite
		feasibility studies to ascertain the existence of
		deposits of minerals reserves in the area, including
		potentially gold and copper.
		The project may be carried out through NRL or a
		project SPV in which NRL has shareholding
		(provided that the Company may also directly
		invest in such project SPV, subject to necessary
		corporate and regulatory approvals).
	II) Starting and expected date of completion of	As stated above, NRL has obtained an exploration
	work.	license for an area of approximately 499.17 sq. km.
		in the Chagai district of Balochistan. Furthermore,
		NRL has received NOCs from the relevant
		Environmental Protection Authority, as well as the
		Forest and Wildlife Departments of the
		Government of Baluchistan enabling it to
		commence exploration activities.
		The exploration activities, including carrying out
		the	pre-feasibility	studies,	satellite	and
		geographical mapping, and drilling, are expected to
		take at least 3 (three) years to be completed;
		however, the same is not a fixed timeline.
		In the event that economically viable deposits are
		discovered within the area during the course of the
		pre-feasibility studies / exploration activities, NRL
		(and its stakeholders) may then identify a project
		and obtain a mining lease to carry out mining
		operations. At the relevant time further financial
		arrangements will be required, amongst other
		matters in order to proceed with such a project.
	III) Time by which such project shall become	As stated above, at this stage, NRL shall carry out
	commercially operational	exploration activities and conduct feasibility
		studies. Thereafter, if deemed fit and viable, and
		subject to achieving, inter alia, financial closing,
		NRL may proceed to obtaining a mining lease to
		commence mining operations over a portion(s) of
		the area; however, currently, no timelines can be
		provided due to the unique nature of the project and
		the current phase.
	IV) Expected time by which the project shall start	As stated above, the viability of the project is
	paying return on investment; and	subject to the discovery of economically viable
		mineral deposits / reserves, based on which NRL
		(and its stakeholders) will then determine whether
		to proceed with further arrangements. Accordingly,
		at this time, no timelines can be provided due to the
		unique nature of the project and the current phase.
	V) Funds invested or to be invested by the	Currently:
	promoters, sponsors, associated company or
	associated undertaking distinguishing between	(i) for the acquisition	of shares	of NRL from
	cash and non-cash amounts.		Reliance (being a related party of the
			Company), a cash investment of an amount of
			up to PKR 252,193,332/- (Pak Rupees Two
			Hundred Fifty Two Million One Hundred
			Ninety Three Thousand Three Hundred Thirty
			Two); and

			(ii) for further investments in NRL, including by
			way of subscription of shares and / or
			providing loans and advances, to fund the
			exploration phase of the project and
			operations of NRL, a cash investment of up to
			an aggregate amount of PKR 1,000,000,000/-
			(Pak Rupees One Billion),
			is proposed to be made by the Company
(B)	General Disclosures
(i)	Maximum amount of investment to be made;	The aggregate purchase price for the acquisition of
			NRL's shares from Reliance is up to 252,193,332/-
			(Pak Rupees Two Hundred Fifty Two Million One
			Hundred Ninety Three Thousand Three Hundred
			Thirty Two), subject to the conclusion of
			negotiations with the representatives of Reliance.
			Furthermore, an additional aggregate investment
			amount from time to time, over a period of 2 (two)
			years (which may be carried out prior to and / or
			after the acquisition of shares from Reliance), by
			way of providing loans / advances to NRL and / or
			subscribing to shares of NRL (i.e. making equity
			investments in NRL), as determined by the
			authorized representatives of the Company, is up to
			PKR 1,000,000,000/- (Pak Rupees One Billion).
(ii)	Purpose, benefits likely to accrue to the investing	The investment will allow the Company to further
	company and its members from such investment and	diversify its portfolio by venturing into the mining
	period of investment;	sector. Subject to the commencement of
			commercial operations, the Company expects that
			the project will enhance the shareholders' value,
			subject to discovery of economically viable /
			feasible deposits.
			The investment is intended to be made over a
			period of 2 (two) years, pertaining to the expected
			period to, inter alia, conduct exploration activities
			and carry out feasibility studies to ascertain
			whether economically viable mineral deposits /
			reserves exist in the licensed area.
(iii)	Sources of funds to be utilized for investment and	The proposed investment will be funded through
	where the investment is intended to be made using	the Company's own sources.
	borrowed funds:
	I.	Justification for investment through	Not Applicable
		borrowings;
	II.	Detail of collateral, guarantees provided and	Not Applicable
		assets pledged for obtaining such funds; and
	III.	Cost benefit analysis	Not Applicable
(iv)	Salient features of the agreement(s), if any, with its	Since NRL has not commenced commercial
	associated company or associated undertaking with	operations, the shares of NRL shall be acquired by
	regards to the proposed investment.	the Company from Reliance on an as is where is
			basis. Subject to obtaining necessary corporate and
			regulatory approvals, it is intended that the shares
			shall be acquired by December 2023.
			Thereafter, depending on the funding requirements
			of NRL for the purposes of, inter alia, its business
			/ operations and directly or indirectly carrying out
			exploration activities, as determined by NRL's
			board of directors, the Company shall invest in
			NRL from time to time by way of providing loans
			/ advances to NRL and / or subscribing to shares of
			NRL.

(v)	Direct or indirect interest of directors, sponsors,	The common director between the Company and
	majority shareholders and their relatives, if any, in	NRL is Mr. Fawad Ahmed Mukhtar, who is
	the associated company or associated undertaking	interested in the investment transaction to the
	or the transaction under consideration;	extent of his common directorship.
		Furthermore, the following directors of the
		Company are also directors and shareholders of
		Reliance (being the associated company/related
		party from which the Company shall purchase the
		shares of NRL). The direct and indirect
		shareholding of the following persons in Reliance
		is as under:
			Shares (%)
		1. Mr. Fawad Ahmed Mukhtar	33.33
		2. Mr. Fazal Ahmed Sheikh	33.33
		3. Mr. Faisal Ahmed Mukhtar	33.33
		The said persons are interested in the purchase
		transaction to the extent of their common
		directorships (to the extent applicable), and to the
		extent of their shareholding in the Company and
		Reliance.
(vi)	In case any investment in associated company or	The Company has not made any investments in
	associated undertaking has already been made, the	NRL to date.
	performance review of such investment including
	complete information / justification for any
	impairment or write offs, and
(vii)	Any other important details necessary for the	With respect to the related party transaction i.e. the
	members to understand the transaction.	purchase of NRL's shares from Reliance, it may be
		noted that the Board's audit committee has
		recommended the transaction, and that the
		transaction is in accordance with the Company's
		related party transaction policy.
(b)	In case of Equity Investment, following disclosures in addition to those provided under clause (a)
	above
(i)	Maximum price at which securities will be acquired.	With respect to the acquisition of NRL's shares by
		the Company from Reliance, the same shall be
		acquired at a maximum price of approximately
		PKR 7.24/- per share.
		With respect to further investments in the shares of
		NRL (i.e. through equity) from time to time by the
		Company, NRL's shares shall be subscribed at the
		price offered by NRL to its shareholders from time
		to time in accordance with the applicable laws,
		including Section 83 of the Companies Act, 2017.
		It may be noted that investments may be carried out
		by the Company through equity investments and /
		or loans and advances to NRL.
(ii)	In case the purchase price is higher than market	Not Applicable
	value in case of listed securities and fair value in
	case of unlisted securities, justification thereof.
(iii)	Maximum number of securities to be acquired.	With respect to the purchase of NRL's shares from
		Reliance, a maximum of 34,833,333 (Thirty Four
		Million Eight Hundred Thirty Three Thousand
		Three Hundred Thirty Three) ordinary shares,
		having face value of PKR 10/- (Pak Rupees Ten)
		each, shall be acquired by the Company.
		With respect to further investments by the
		Company, the Company shall be entitled to
		subscribe to shares of NRL from time to time, in
		the manner detailed above, within	the limit

		approved by the members i.e. PKR 1,000,000,000/-
		(Pak Rupees One Billion). The maximum number
		of shares will vary based on the subscription price
		offered by NRL, and the quantum that may be
		invested in the form of loans / advances to NRL (as
		determined by the authorized representatives of the
		Company).
(iv)	Number of securities and percentage thereof held	Currently, the Company does not hold any shares
	before and after the proposed investment.	of NRL. After the acquisition, the Company shall
		hold (including through any nominee(s)) up to
		34,833,333 ordinary shares of NRL, constituting
		up to approximately 33.33% of the issued and paid
		up share capital of NRL.
		Thereafter, the number of shares and percentage
		holding will depend on the Company's investment
		in NRL in the form of equity investments (vis-à-vis
		loans / advances) from time to time, within the limit
		approved by the members.
(v)	Current and preceding twelve weeks' weighted	Not Applicable
	average market price where investment is proposed
	to be made in listed securities; and
(vi)	Fair value determined in terms of sub-regulation (1)	For the purposes of determining the fair value of
	of regulation 5 for investments in unlisted securities.	NRL's shares, with respect to the acquisition of
		shares from Reliance, the Company has used a
		valuation report prepared by a firm of Chartered
		Accountants.
		The fair value per share of NRL is approximately
		PKR 8.57/- per share.
(c)	In case of investments in the form of loans, advances and guarantees, following disclosures in
	addition to those provided under clause (a) above
(i)	Category-wise amount of investment	Loan(s), which may be convertible into equity
		shares or repayable to the Company, in each case
		on such terms as determined by the authorized
		representatives of the Company, or advances, may
		be provided to NRL, as and when required (in lieu
		of equity investments) to meet the funding
		requirements of NRL, including for carrying out
		exploration activities (directly or through a project
		SPV).
		The maximum amount of the loan / advance
		amount shall not exceed the approved investment
		at any given point in time i.e. PKR 1,000,000,000/-
		(Pak Rupees One Billion), taking into account the
		quantum that may be invested in the equity
		investments (as determined by the authorized
		representatives of the Company.
(ii)	Average borrowing cost of the investing company,	The average borrowing cost of the Company is
	the Karachi Inter Bank Offered Rate (KIBOR) for	currently approximately 19.435%.
	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 commission	The Company will charge a reasonable premium
	etc. to be charged by the investing company.	over the applicable rate of KIBOR for the relevant
		period.
(iv)	Particulars of collateral or security to be obtained in	Not Applicable.
	relation to the proposed investment.
(v)	If the investment carries conversion feature i.e. it is	Since the investment is proposed to be carried out
	convertible into securities, this fact along with terms	over a period of 2 (two) years and may be in the
	and conditions including conversion formula,	form of equity investment and / or loans and
	circumstances in which the conversion may take	guarantees, based on the requirements of NRL and
	place and the time when the conversion may be	market conditions, the Company and NRL have not
	exercisable.	concluded negotiations with respect to the terms of

		the investment, including the terms and conditions
		of any loan arrangement.
		By approving such investment, the shareholders
		are authorizing the representatives of the Company
		to negotiate and conclude the terms and conditions
		of any loan / advance arrangement, including the
		agreement(s) that would be entered into with NRL
		in accordance with Section 199(2) of the
		Companies Act, 2017 and the Regulations. Such
		terms may include a conversion feature; however,
		the same cannot be determined at this time.
(vi)	Repayment schedule and terms and conditions of	As stated above, the Company and NRL have not
	loans or advances to be given to the associated	concluded negotiations with respect to the terms of
	company or associated undertaking.	the investment, including the terms and conditions
		of any loan arrangements.
		By approving such investment, the shareholders
		are authorizing the representatives of the Company
		to negotiate and conclude the terms and conditions
		of any loan / advance arrangement, including the
		repayment schedule(s).

FATIMA FERTILIZER COMPANY LIMITED

BALLOT PAPER FOR VOTING THROUGH POST

For the Special Business at the Extraordinary General Meeting to be held on Tuesday, December 12, 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. 2
	To consider and, if thought fit, pass, with or without modification(s),
	the following resolutions as special resolutions, in terms of Section
	199 of the Companies Act, 2017, and the Companies (Investment in
	Associated Companies or Associated Undertakings) Regulations,
	2017, for the purposes of authorizing investments in the Company's
	associated Company i.e. National Resources (Private)	Limited
	("NRL"), including (i) by way of acquisition from Reliance
	Commodities (Private) Limited (an associated company / related
	party of the Company) its equity stake in NRL, comprising up to
	34,833,333 (Thirty Four Million Eight Hundred Thirty Three
	Thousand Three Hundred Thirty Three) ordinary shares, having face
	value of PKR 10/- each, constituting approximately 33.33% of the
	issued and paid up capital of NRL, at an aggregate price of up to PKR
	252,193,332/- (Pak Rupees Two Hundred Fifty Two Million One
	Hundred Ninety Three Thousand Three Hundred Thirty Two); and
	(ii) making further investments in NRL from time to time, by way of
	providing loans / advances to NRL and / or subscribing to shares of
	NRL (i.e. making equity investments in NRL), as determined by the
	authorized representatives of the Company, in the aggregate amount
	of up to PKR 1,000,000,000/- (Pak Rupees One Billion):
	"RESOLVED THAT the Company be and is hereby
	authorized, in accordance with Section 199 of the
	Companies Act, 2017 and other applicable laws, to make
	investments in its associated company i.e. National
	Resources (Private) Limited ("NRL"), by acquiring from
	Reliance Commodities (Private) Limited, also being an
	associated company / related party of the Company, its