Fauji Fertilizer Bin Qasim : Notice of Extraordinary General Meeting

FAUJI FERTILIZER BIN QASIM LIMITED

FFBL Tower, C1/C2, Sector-B, Jinnah Boulevard, DHA-II, Islamabad

Phone No 051 8763325-6 Fax No 051 8763304

Email: [e-mail]

Website: www.ffbl.com

BALLOT PAPER FOR VOTING THROUGH POST

For voting through post for the Special Business at the Extraordinary General Meeting of Fauji Fertilizer Bin Qasim Limited to be held on August 18, 2023 at 11:30 hrs at FFBL Tower, C1/C2, Sector-B, Jinnah Boulevard, DHA-II, Islamabad.

Email address to the Chairman with duly filled ballot paper may be sent at designated email: [e-mail]

Name of shareholder/joint shareholders

Registered Address

Number of shares held and Folio No. / CDC account No

CNIC Number (Copy to be attached)

Additional Information and enclosures

(In case of representative of body corporate, corporation and Federal Government.) Name of Authorized Signatory:

Special Resolutions

Agenda Item 1

To authorize and approve the matters relating to the sale of one hundred percent (100%) of the Company's shares in its subsidiary, Fauji Meat Limited ("FML" or the "Target"), to Fauji Foundation ("FF" or the "Acquirer") (the "Proposed Transaction") or any other matter related to the Proposed Transaction by passing the following resolution, with or without modification, required under Sections 183(3) and 207(2) of the Companies Act, 2017:

Resolved That the Company be and is hereby authorised to sell and transfer 1,446,609,400 (One Billion Four Hundred Forty-Six Million Six Hundred Nine Thousand Four Hundred) shares of PKR 10/- (Pak Rupees ten) each, held by the Company (either directly or through its nominee shareholder(s)) in Fauji Meat Limited ("FML"), constituting ninety five point zero seven percent (95.07%) of the entire issued and paid-up share capital of FML, to Fauji Foundation ("FF") for the cash consideration of PKR 4,300,000,000 /- (Pak Rupees Four Billion Three Hundred Million only), calculated at the rate of PKR 2.97/- per share and subject to the terms and adjustment mechanisms set out in the share purchase agreement.

Further Resolved That the Chief Executive Officer and Company Secretary ("Authorized Signatories") be and are hereby authorized to finalize, execute, deliver and perform the share purchase agreement (whose draft has been reviewed by the Board) and any other agreement, undertaking, document, disclosure letter or update to disclosure letter, amendment or termination of any shareholders agreement or other similar arrangement or instrument, of whatever nature and howsoever described together with any amendments thereto (collectively the "FML Transaction Documents"), as may be required or conducive to execute and implement the sale and transfer of the said shares in FML to FF, and to incur all such costs and expenses,