December 18, 2025 FATIMA/PSX/25/A-034
The General Manager
Pakistan Stock Exchange Limited Stock Exchange Building
Stock Exchange Road Karachi.
Sub: Certified Copies of Resolutions passed at the Extraordinary General Meeting of Fatima Fertilizer Company Limited held on December 18, 2025Dear Sir,
Pursuant to Regulation 5.6.9(b) of the Rule Book of Pakistan Stock Exchange, we enclose herewith certified copies of the resolutions approved and adopted by the members of the Company at the Extraordinary General Meeting of the Company held on December 18, 2025.
Yours sincerely,
Anil Zia
Deputy Company Secretary Encl: As above
Certified copies of resolutions passed by the shareholders at the Extraordinary General Meeting of the Company held on December 18, 2025 Ordinary Business/Resolutions:Item 1 of the Agenda:
"Resolved, that the minutes of the 22ndAnnual General Meeting held on April 18, 2025 be and are hereby read, confirmed, adopted, and be signed by the Chair as a true record."
Special Business/Resolutions:Item 2 of the Agenda:
"Resolved that approval of the members be and is hereby accorded to the transfer of the Investments made by the Company in listed securities through the Pakistan Stock Exchange ("Investment Portfolio") to a wholly owned subsidiary, to be incorporated ("Subsidiary"), in exchange for shares to be issued by the Subsidiary to the Company as consideration other than cash ("Transaction").
Resolved further that the transfer price of the listed shares purchased by the Company prior to June 30, 2025 shall be the price prevailing for such shares at the close of the day on June 30, 2025, and the transfer price for listed shares purchased by the Company on or after June 30, 2025 until the date of transfer of the complete Investment Portfolio, shall be the price at which such shares were purchased by the Company, net of any related liability, subject to valuation to be carried out under the Act and the applicable rules and regulations made thereunder .
Resolved further, the valuation of the Investment Portfolio shall be determined on the basis of an independent valuation to be conducted by Yousuf Adil & Co. (Chartered Accountants).
Resolved further, that Mr. Fawad Ahmed Mukhtar, the Chief Executive Officer, Mr. Fazal Ahmed Sheikh, Director, Mr. Asad Murad, the Chief Operating Officer, Syed Hyder Hasan, the Chief Financial Officer, Mr. Omair Ahmed Mohsin, the Company Secretary, Mr. Kashif Mustafa Khan, GM Finance, 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:
ratify the valuation and finalize the number and class of shares to be issued as part of the Transaction;
effect the incorporation of the Subsidiary and execute the transfer, subscription, and ancillary agreements (and any amendments) in relation to the Transaction; and;
take all necessary steps to effectuate the aforementioned resolutions, 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 thereto."
Item 3 of the Agenda:
"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 enhancement of limit of loan investment in Silk Islamic Development REIT, a REIT Scheme managed by Arif Habib Dolmen REIT Management Limited (AHDRML) (an associated company), from PKR 200 million to PKR 300 million for a period upto 5 years, and subject to the terms and conditions as mentioned in the Annexure-A of Statement under Section 134(3) of the Companies Act, 2017.
Resolved further, that Mr. Fawad Ahmed Mukhtar, the Chief Executive Officer, Mr. Fazal Ahmed Sheikh, Director, Mr. Asad Murad, the Chief Operating Officer, Syed Hyder Hasan, the Chief Financial Officer, Mr. Omair Ahmed Mohsin, the Company Secretary, Mr. Kashif Mustafa Khan, GM Finance, 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 SIDR 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 unitholders."
Item 4 of the Agenda:
"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 making further investments of up to Rs. 1,000,000,000/-(Rupees One Billion only) in National Resources (Private) Limited ("NRL"), an associated company, from time to time, over a period of 1 (one) year, 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, broadly as per the terms stipulated in the statement accompanying this Notice as Annexure-B, 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.
Resolved further, that Mr. Fawad Ahmed Mukhtar, the Chief Executive Officer, Mr. Fazal Ahmed Sheikh, Director, Mr. Asad Murad, the Chief Operating Officer, Syed Hyder Hasan, the Chief Financial Officer, Mr. Omair Ahmed Mohsin, the Company Secretary, Mr. Kashif Mustafa Khan, GM Finance, 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."
CERTIFIED TO BE A TRUE COPY
DEPUTY COMPANY SECRETARY
