Engro : PUBLICATION OF POSTAL BALLOT AND PROVISION OF ELECTRONIC VOTING

43cm x 4Column

ENGRO CORPORATION LIMITED

Registered Office Address: 8th Floor, The Harbour Front Building,

HC-3 Marine Drive, Block 4, Clifton, Karachi

Contact: [phone]

Website: www.engro.com

Ballot paper for voting through post for poll to be held at the Annual General Meeting of Engro Corporation Limited being held on Thursday, March 30, 2023 at 2:30 p.m. at Karachi School of Business and Leadership (KSBL) situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi 74800.

Contact Details of Chairman, where ballot paper may be sent:

Business Address: The Chairman, Engro Corporation Limited, 8th Floor, The Harbour Front

Building, HC-3 Marine Drive, Block 4, Clifton, Karachi, Attention: Company Secretary

Designated email address: [e-mail]

Name of shareholder/joint shareholders

Registered address of shareholder(s)

Number of shares held

Folio number

CNIC number (copy to be attached)

Additional information and enclosures (In case of representative of body corporate, corporation and Federal Government.)

I/we hereby exercise my/our vote in respect of the following Special Resolution through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below:

S.	Nature and Description	I/We assent	I/We dissent to
to the Special	the Special
No.	of Special Resolution	Resolution	Resolution
		(FOR)	(AGAINST)

1. RESOLVED THAT, approval of the members of Engro Corporation Limited (the "Company") is hereby accorded by way of special resolution (in accordance with Section 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017) for the following acts by the Company:

1. Approval for the Company to extend to its subsidiary, Engro Fertilizers Limited, an intercompany loan in the aggregate amount of up to PKR Twelve billion (PKR 12,000,000,000), comprising of, inter alia, loans, advances and/or security in any form (including without limitation guarantees, government securities, cash, listed/unlisted securities etc.) on an arm's length basis, in the form of a revolving line of credit valid for a period of one year from the date of the special resolution, which may be renewed by the Company for upto four consecutive periods of one year each;
2. Approval for the Company to extend to its subsidiary, Engro Polymer & Chemicals Limited, an intercompany loan in the aggregate amount of up to PKR Seven billion (PKR 7,000,000,000) comprising of, inter alia, loans, advances and/or security in any form (including without limitation guarantees, government securities, cash, listed/unlisted securities etc.) on an arm's length basis, in the form of a revolving line of credit valid for a period of one year from the date of the special resolution; which may be renewed by the Company for upto four consecutive periods of one year each;
3. Approval for the Company to extend to its subsidiary, Engro Elengy Terminal (Private) Limited, an intercompany loan in the aggregate amount of up to PKR Four billion (PKR 4,000,000,000), comprising of, inter alia, loans, advances and/or security in any form (including without limitation guarantees, government securities, cash, listed/unlisted securities etc.) on an arm's length basis, in the form of a revolving line of credit valid for a period of one year from the date of the special resolution, which may be renewed by the Company for upto four consecutive periods of one year each;
4. Approval for the Company to extend to its subsidiary, Engro Powergen Qadirpur Limited, an intercompany loan in the aggregate amount of up to PKR Two billion (PKR 2,000,000,000), comprising of, inter alia, loans, advances and/or security in any form (including without limitation guarantees, government securities, cash, listed/unlisted securities etc.) on an arm's length basis, in the form of a revolving line of credit valid for a period of one year from the date of the special resolution, which may be renewed by the Company for upto four consecutive periods of one year each;
5. Approval for the Company to extend to its subsidiary, Engro Vopak Terminal Limited, an intercompany loan in the aggregate amount of up to PKR Two billion (PKR 2,000,000,000), comprising of, inter alia, loans, advances and/or security in any form (including without limitation guarantees, government securities, cash, listed/unlisted securities etc.) on an arm's length basis, in the form of a revolving line of credit valid for a period of one year from the date of the special resolution, which may be renewed by the Company for upto four consecutive periods of one year each;
6. Approval for the Company to extend to its subsidiary, Engro Enfrashare (Private) Limited, an intercompany loan in the aggregate amount of up to PKR Two billion (PKR 2,000,000,000), comprising of, inter alia, loans, advances and/or security in any form (including without limitation guarantees, government securities, cash, listed/unlisted securities etc.) on an arm's length basis, in the form of a revolving line of credit valid for a period of one year from the date of the special resolution, which may be renewed by the Company for upto four consecutive periods of one year each;

FURTHER RESOLVED THAT, the Chief Executive Officer, Chief Financial Officer and/or Company Secretary of the Company be and are hereby authorized, any two jointly, to do all acts, deeds and things, take any and all necessary steps, to fulfill the legal, corporate and procedural formalities and file all necessary documents/returns as deemed necessary on this behalf and the matters ancillary thereto to fully achieve the object of the aforesaid resolutions."

	NOTES:
	1.	Duly filled postal ballot should be sent to Chairman at above-mentioned postal or email address.
	2.	Copy of CNIC should be enclosed with the postal ballot form.
	3.	Postal ballot forms should reach Chairman of the meeting on or before Wednesday, March 29,
		2023. Any postal ballot received after this date will not be considered for voting.
	4.	Signature on postal ballot should match with signature on CNIC.
Signature of shareholder (s)	5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be
		rejected.
Place:	6.	M/s. A. F. Ferguson & Co. is appointed as Scrutinizer under Regulation 11(1) (b) of Companies
		(Postal Ballot) Regulations, 2018. M/s. A.F. Ferguson & Co. is the statutory auditor of Engro
Date:		Corporation Limited and has necessary knowledge and experience to independently scrutinize
	the voting process.

43cm x 4Column

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