Notice of 22nd Annual General Meeting

Sub: Notice of 22nd Annual General Meeting and Ballot Paper

Dear Sir,

Enclosed please find a copy of the Ballot Paper and the Notice of the 22nd Annual General Meeting of Fatima Fertilizer Company Limited to be held on Friday, April 18, 2025, at 11:00 a.m. at Avari Hotel 87-Shahrah-e-Quaid-e-Azam, Lahore as well as through electronic means.

You may please inform the TRE Certificate Holders of the Exchange accordingly.

Yours Sincerely,

Anil Zia

Deputy Company Secretary

Encl: as above

Plant Site: Mukhtar Garh, Sadiqabad, District Rahim Var Khan, Pakistan. PABX: +92 68 5786960, Fax: +92 68 5786909

Head Office: E-110, Khayaban-e-Jinnah, Lahore Cantt., Pakistan. PABX: +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389,www.fatima-group.com

NOTICE OF THE 22ND ANNUAL GENERAL MEETING

Notice is hereby given that the 22nd Annual General Meeting of the shareholders of FATIMA FERTILIZER COMPANY LIMITED will be held on Friday, April 18, 2025, 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 29, 2024, and the Extraordinary General Meeting held on

• January 21, 2025.

• 2. To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the year ended December 31, 2024, together with the Directors' and Auditors' Reports thereon and the Chairman's review report.

  In accordance with Section 223 of the Companies Act, 2017 and SECP S.R.O No. 389(I)/2023 dated March 21, 2023, the annual audited financial statements of the Company have been uploaded on the website of the Company which can be accessed using the following weblink and QR enabled code:

  https://fatima-group.com/financial-reports/

• 3. To consider and approve the final cash dividend for the year ended December 31, 2024, at PKR 4.25 per share i.e., 42.5% as recommended by the Board of Directors. This is in addition to the interim dividend already paid during the year at Rs. 2.75 per share i.e., 27.5%, thus making a total cash dividend of Rs. 7.00 per share i.e., 70% for the year ended December 31, 2024.

• 4. To appoint Auditors for the year ending December 31, 2025, and to fix their remuneration. The Audit Committee and the Board of Directors have recommended for reappointment of M/s Yousuf Adil Chartered Accountants as external auditors.

  Special Business

• 5. To consider and approve renewal of running finance facility limit extended to associated company namely Reliance Commodities (Pvt) Limited for a further period of one year and to pass the following Special Resolution(s) with or without modification(s):

  "Resolved, that the consent and approval be and is hereby accorded under Section 199 of the Companies Act, 2017 and Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 for renewal of Running Finance Facility limit of up-to an aggregate amount of PKR 5,000 million extended to Reliance Commodities (Pvt) Limited, an associated company, for a further period of one year on terms as are noted in Annexure-A of the statement of material facts under Section 134(3) of the Companies Act, 2017. The limit in the nature of Running Finance Facility shall be renewable in the next general meeting(s) for a further period(s) of one year.

  Resolved further, that the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and/or Company Secretary of the Company be and are each hereby authorized singly to take all steps necessary in this regard, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto."

• 6. To ratify and approve the transactions carried out by the Company with related parties for the year ended December 31, 2024, and to pass the following Special Resolution(s) with or without modification(s):

  "Resolved, that related party transactions carried out by the Company with all the related parties during the year ended December 31, 2024, and as disclosed in Financial Statements for the year ended December 31, 2024, be and are hereby ratified and approved."

• 7. To approve transactions with related parties and to authorize the Board of Directors of the Company to carry out such related party transactions from time to time which require approval of shareholders u/s 207 and/or 208 of the Companies Act, 2017 and to pass the following Special Resolution(s) with or without modification(s):

  "Resolved, that the Company may carry out transactions including but not limited to sale and purchase of stores and spares, shared expenses, toll manufacturing, sale and purchase of products/mid-products/raw material/assets and purchase of packaging material, payment against sales collections, lease rentals and license fee, fee for services, with related parties from time to time including but not limited to Fatimafert Limited, Fatima Cement Limited, Pakarab Fertilizers Limited, Fatima Packaging Limited, and other such related parties during the year ending December 31, 2025.

Resolved further, that details of transactions incurred up to date of the next meeting of shareholders shall be presented in the next meeting of shareholders for ratification.

Resolved further, that within the parameters approved above by the shareholders of the Company, the Board of Directors of the Company may approve specifically related party transactions from time to time in compliance with the Company's policy pertaining to related party transactions and notwithstanding any interest of the directors of the Company in any related party transaction(s) which has been noted by the shareholders and the transactions approved by the Board shall be deemed to have been approved by the shareholders u/s 207 and/or 208 of the Companies Act, 2017."

• 8. To consider and if deemed fit, to pass the following Special Resolutions with or without modification(s):

  Renewal of unutilized equity Investments in REITS under management of Arif Habib Dolmen REIT Management Limited (an associated company):

  "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 renewal of following unutilized limit of equity investment for REIT Schemes under management of Arif Habib Dolmen REIT Management Limited, for which approval has been sought in previous general meeting, as mentioned in detail in the Annexure-B of statement under Section 134(3) of the Companies Act, 2017, for a period upto next annual general meeting, unless specifically approved for a longer period, and shall be renewable thereon for further period(s) as specified.

  Sr. No.	Name of Associated Companies & Undertakings	Renewal requested for unutilized Equity Portion
  1.	REITS under management of Arif Habib Dolmen REIT Management Ltd.	PKR 2,250 million

  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."

• 9. To consider and if deemed fit, to pass the following Special Resolutions with or without modification(s):

  Enhancement of Investment in Pakistan Corporate CBD REIT, a REIT Scheme managed by Arif Habib Dolmen REIT Management Limited (AHDRML) (an associated company):

  "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 the limit of investment in Pakistan Corporate CBD REIT, a REIT Scheme managed by Arif Habib Dolmen REIT Management Limited (AHDRML) (an associated company), from PKR 2,000 million to an aggregate amount of PKR 7,500 million, and subject to the terms and conditions as mentioned in the Annexure-C of Statement under Section 134(3) of the Companies Act, 2017.

  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."

• 10. To consider and if deemed fit, to pass the following Special Resolutions with or without modification(s):

  Ratification /Approval of Investment in Power Cement Limited through open market:

  "Resolved, that the investment made by Fatima Fertilizer Company Limited ("the Company") in Power Cement Limited, an associated company, by purchasing up to 50,376,926 shares from the open market for an aggregate net amount of PKR 530,935,497, in accordance with the board's authorization for investment in market securities, be and is hereby ratified and approved in terms of Section 199 of the Companies Act, 2017, and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

  Resolved further, that the Company be and is hereby authorized to make additional equity investment of up to PKR 200,000,000 in Power Cement Limited, subject to the terms and conditions set out in the Annexure-D of Statement under Section 134(3) of the Companies Act, 2017.

Resolved further, that the Chief Executive Officer, any director, Chief Operating Officer, Chief Financial Officer, Company Secretary and Mr. Abbas Mukhtar, Director-CEO Secretariat, 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."

• 11. To consider and if deemed fit, to pass the following Special Resolutions with or without modification(s):

  Ratification /Approval of Investment in in Aisha Steel Mills Limited through open market:

  "Resolved, that the investment made by Fatima Fertilizer Company Limited ("the Company") in Aisha Steel Mills Limited, an associated company, by purchasing up to 3,225,000 shares from the open market for an aggregate net amount of PKR 68,220,293, in accordance with the board's authorization for investment in market securities, be and is hereby ratified and approved in terms of Section 199 of the Companies Act, 2017, and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

  Resolved further, that the Company be and is hereby authorized to make additional equity investment of up to PKR 50,000,000 in Aisha Steel Mills Limited, subject to the terms and conditions set out in the Annexure-E of Statement under Section 134(3) of the Companies Act, 2017.

  Resolved further, that the Chief Executive Officer, any director, Chief Operating Officer, Chief Financial Officer, Company Secretary and Mr. Abbas Mukhtar, Director-CEO Secretariat, 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

• 12. To transact any other business with the permission of the Chair.

  The statements under Section 134(3) of the Companies Act, 2017 setting out the material facts are annexed herewith.

By order of the Board

Lahore

March 28, 2025

Deputy Company Secretary

Notes:

• 1. The Share Transfer Books of the Company will remain closed from April 11, 2025, to April 18, 2025 (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 April 10, 2025, will be treated in time for the aforesaid purpose.

• 2. A member entitled to attend and vote may appoint another person 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 Annual General Meeting

a) For online participation in the Annual General Meeting, the shareholders are requested to get themselves registered with the Company's Share Registrar latest by April 17, 2025 till 05:00 p.m. oncdcsr@cdcsrsl.comor WhatsApp # 0321-820-0864 by providing the following details:

**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 AGM proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.

• b) Shareholders may send their comments and suggestions relating to the agenda items of the AGM to the Company latest by April 17, 2025 till 05:00 p.m, atcorporate.affairs@fatima-group.com . Shareholders are required to mention their full name, CNIC No and Folio No., for this purpose.

• c) Shareholders will be encouraged to participate in the AGM to consolidate their attendance and participation through proxies.

5. Withholding Tax on Dividends

Prevailing rates prescribed for deduction of withholding tax on the amount of dividend paid by the Company is as under:

• (a) For persons appearing on active taxpayer's list: 15%

• (b) For persons not appearing on active taxpayer's list: 30%

To enable the Company to make tax deduction on the amount of cash dividend @ 15% instead of 30%, all the shareholders whose names do not appear on the Active Tax-payers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered into ATL by April 23, 2025 otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

Withholding tax exemption from the dividend income, shall only be allowed if a copy of the valid tax exemption certificate is made available to Company's Share Registrar by Close of Business day as on April 10, 2025.

The shareholders who have joint shareholdings held by Filers and Non-Filers shall be dealt with separately and in such particular situation, each account holder is to be treated as either a Filer or a Non-Filer and tax will be deducted according to his shareholding. If the share is not ascertainable then each account holder will be assumed to hold an equal proportion of shares and the deduction will be made accordingly. Therefore, in order to avoid deduction of tax at a higher rate, the joint account holders are requested to provide the below details of their shareholding to the Share Registrar of the Company latest by the AGM date.

Shareholding Total Shares For any further assistance, the members may contact the Share Registrar at the following phone numbers, email addresses:

CDC Share Registrar Services Limited, CDC House 99-B, Block 'B' S.M.C.H.S, Main Shahra-e-Faisal Karachi-74400. Telephone: 0800-23275, Email:info@cdcsrsl.com

The corporate shareholders having CDC accounts are required to have their National Tax Numbers (NTNs) updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to the Company or its Share Registrar i.e. CDC Share Registrar Services Limited. The shareholders while sending NTN or NTN certificates, as the case may be, must quote the Company name and their respective folio numbers.

• 6. Payment of Cash Dividend through Electronic Mode

  Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay a cash dividend to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders. In order to receive dividends directly into their bank account, shareholders are requested to provide their IBAN by filling the Electronic Credit Mandate Form provided in the Annual Report and also available on Company's website and send it duly signed along with a copy of CNIC to the Registrar of the Company CDC Share Registrar Services Limited, CDC House 99-B, Block 'B' S.M.C.H.S, Main Shahra-e-Faisal Karachi-74400 in case of physical shares. In case shares are held in CDC then Electronic Credit Mandate Form must be submitted directly to the shareholder's broker/participant/CDC account services.

• 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 websitehttps://fatima-group.com/wp-content/uploads/2024/02/6.-Postal-Ballot-Paper.pdf to download.

Procedure for e-Voting a) 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 April 10, 2025.

• b) 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).

• c) Identity of the Members intending to cast vote through e Voting shall be authenticated through electronic signature or authentication for login.

• d) Members shall cast vote online at any time from April 14, 2025, 9:00 a.m. to April 17, 2025. Voting shall close on April 17, 2025, 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 emailcorporate.affairs@fatima-group.com one day before the day of poll, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

Appointment of Scrutinizer

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 Companies (Postal Ballot) Regulations, 2018.

• 8. Dissemination of Annual Audited Accounts and Notice of Annual General Meeting

  The audited financial statements of the Company together with the auditors' report, directors' report and the chairman's review report for the year ended December 31, 2024 (Annual Report) have been made available on the Company's website(https://fatima-group.com/financial-reports/). In accordance with the requirements of section 223 of Companies Act 2017, the Company has electronically transmitted the Annual Report through email to shareholders whose email addresses are available with Company's Share Registrar (CDCSRSL). In those cases, where email addresses are not available with Company's Share Registrar (CDCSRSL), Annual Report can be accessed using the weblink and QR enabled code mentioned on the printed notice of the AGM circulated to the members.

• 9. Conversion of physical shares into the Book-Entry Form

  As per Section 72 of the Companies Act, 2017 every existing listed company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Act, i.e., May 30, 2017.

  The Shareholders having physical shareholding are encouraged to open CDC sub - account with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form.

• 10. Unclaimed dividend / shares

  Shareholders who have not collected their dividend / physical shares are advised to contact our shares registrar to collect / enquire about their unclaimed dividend or shares, if any.

• 11. Change of Address

  • 1. Members having physical shareholding are requested to notify changes in address immediately, if any, in their registered addresses to our Share Registrar, CDC Share Registrar Services Limited, CDC House 99-B, Block 'B' S.M.C.H.S, Main Shahra-e-Faisal Karachi-74400.

  • 2. In case shares are held in CDC then the request notifying the change in address must be submitted directly to broker/participant/CDC Investor Account Services.

• 12. Submission of Copy of CNIC

  • 1. Individual members having physical shareholding and who have not yet submitted photocopy of their valid CNIC are requested to send notarized copy of their valid CNIC immediately to our Share Registrar, CDC Share Registrar Services Limited.

  • 2. In case shares are held in CDC then the request to update CNIC must be submitted directly to broker/participant/CDC Investor Account Services.

• 13. 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:

• a. 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.

• b. The proxy form shall be witnessed by two persons whose names, addresses and CNIC number shall be mentioned on the form.

• c. Notarized copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

• d. 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.

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

Item 5 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 the following directors of the Company are also the directors in the investee company, however, the directors have no direct or indirect interest except to the extent of shareholding/directorship in the investee company:

Directors

• 1) Mr. Fawad Ahmed Mukhtar

• 2) Mr. Fazal Ahmed Sheikh

• 3) Mr. Faisal Ahmed Mukhtar

The Directors have carried out the required due diligence for the purpose of this loan.

The information required under S.R.O 1240(I)/2017 is provided below: