Fazal Cloth Mills : NOTICE OF ELECTION OF DIRECTORS U/S 159(4) OF THE COMPANIES ACT, 2017

ELECTION OF DIRECTORS

In compliance with the provisions of section 159(4) of the Companies Act, 2017, the Members of the Company are hereby informed that following persons have filed with the Company notices of their intention to contest the election of Directors of the Company in the Extra Ordinary General Meeting to be held on May 30, 2023 (Tuesday) at 11:30 a.m at FG Head Office, E/110, Khayaban-e-Jinnah, Defence Chowk, Lahore.

1.	Sheikh Naseem Ahmad	2.	Mr. Rehman Naseem
3.	Mr. Aamir Naseem Sheikh	4.	Mr. Faisal Ahmed
5.	Mr. Muhammad Mukhtar Sheikh	6.	Mr. Fahd Mukhtar
7.	Mr. Babar Ali	8.	Mr. Masood Karim Shaikh
9.	Mrs. Parveen Akhter Malik

Since the number of persons who have offered themselves to be elected is not more than the number of Directors fixed under section 159(1) of the Companies Act, 2017, the above named nine (9) candidates shall be deemed to have been elected as Directors of the Company for the next term of three years.

For and behalf of Fazal Cloth Mills Ltd.

Date: May 22, 2023	Azher Iqbal
Company Secretary

POSTAL BALLOT PAPER

FOR VOTING THROUGH POST FOR SPECIAL BUSINESS AT EXTRA ORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, MAY 30, 2023 AT 11:30 A.M. AT FG HEAD OFFICE, E/110, KHAYABAN-E-JINNAH, DEFENCE CHOWK, LAHORE

(www.fazalcloth.com)

Name of shareholder/joint shareholders

Registered Address

Number of shares held and 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 resolutions through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below (delete as appropriate);

Sr. No.	Nature and Description of resolutions	No. of ordinary		Number of votes
		shares, used for		(number of voting
		voting in favor		shares X number of
		of the director.		directors to be
					elected)
1	To elect nine (9) Directors of the Company, as fixed by the	(Since the number of persons who have
	Board under the provisions of Section 159 (1) of the Companies	offered themselves for election in not
	Act, 2017 ("the Act") for a term of three years, including	more than the number of directors to be
	Independent Directors and one female Director, in compliance	elected, as fixed under Section 159 (1)
	of the Listed Companies (Code of Corporate Governance)	of the Companies Act, 2017 therefore,
	Regulations, 2019, commencing from May 30, 2023.	the person who have filed their
		intentions	shall	stand	elected
		unopposed in the forthcoming EOGM, as
		notified vide our notice communicated
		to the PSX on May 22, 2023.
2	RESOLVED THAT circulation/ dissemination of Annual Audited	No. of	I/We assent		I/We
	Financial Statements to the shareholders through QR enabled	ordinary	to the		dissent to
	code and web-link as notified by the Securities and Exchange	shares for	Resolutions		the
	Commission of Pakistan vide its S.R.O. 389 (I)/2023 dated	which	(FOR)		Resolutions
	March 21, 2023 or any other transmission medium allowed by	votes cast					(AGAINST)
	the regulators, be and is hereby approved.
	RESOLVED FURTHER THAT Chief Executive Officer and/or
	Company Secretary be and are hereby singly authorized to
	take and do all necessary actions, deeds and things which are
	or may be necessary, incidental and/or consequential to give
	effect to the aforesaid resolution.
	RESOLVED THAT approval of the shareholders be and is hereby	No. of	I/We assent		I/We
3	accorded and the Company be and is hereby authorized to	ordinary	to the		dissent to
	change the terms and conditions of long-term investments in	shares for	Resolutions		the
	the form of loan provided to Fatima Energy Limited ("FEL")	which	(FOR)		Resolutions
	under the authority of special resolutions passed on May 30,	votes cast					(AGAINST)
	2017, October 27, 2018, November 26, 2020 and March 10,
	2022 in terms of Section 199 of the Companies Act, 2017 by

	conversion of accrued markup (including future mark up till
	June 30, 2024) amounting to aggregate PKR 2,000 million into
	200 million non-voting,non-cumulative,non-participatory,
	redeemable preference shares of FEL, to be issued by FEL in
	accordance with the terms and conditions as per statement of
	material facts annexed to the notice of the meeting.
	RESOLVED FURTHER THAT the non-voting,non-cumulative,
	non-participatory, redeemable preference shares of FEL to be
	issued in conversion of accrued mark-up (including mark up till
	June 30, 2024) shall be issued otherwise than in cash and
	otherwise than Right Offering by FEL and shall be subject to
	approval of Securities and Exchange Commission of Pakistan
	(the "Commission").
	RESOLVED FURTHER THAT the Company be and is hereby
	authorized and empowered to incorporate any modification in
	these resolutions and/or the terms and conditions for issuance
	of preference shares as may be directed or advised by the
	Commission to the Company or the FEL without seeking fresh
	approval from the shareholders of the Company.
	RESOLVED FURTHER THAT the Company be and is hereby
	authorized to make long term equity investment up to PKR
	2,000,000,000 for 200,000,000 non-voting,non-cumulative,
	non-participatory, redeemable preference shares to be issued
	by the FEL in conversion of accrued mark up (including mark
	up till June 30, 2024) from time to time and such investment
	shall be in addition to investment limits already approved by
	the shareholders on May 30, 2017, October 27, 2018 November
	26, 2020 and March 10, 2022 and shall be subject to the terms
	and conditions as disclosed in the statement of material facts
	annexed to the notice of the meeting
	RESOLVED FURTHER THAT Chief Executive Officer and/or Chief
	Financial Officer and/or Company Secretary be and is/are
	hereby singly and/or jointly authorized to do all acts, deeds,
	things and to execute agreement(s), take any or all necessary
	actions to complete all legal formalities and file all necessary
	documents as may be necessary or incidental for the purpose
	of implementing the aforesaid resolutions.
	RESOLVED FURTHER THAT each of the aforesaid resolutions
	shall remain valid and in full force and effect until the
	Company's obligations are discharged under Sponsors Support
	and other agreements as amended and executed inter alia
	with FEL and its lenders as approved by the shareholders
	through special resolutions or until it is revoked or amended
	by another resolution.
4	RESOLVED THAT approval of the shareholders be and is hereby	No. of	I/We assent	I/We
	accorded and the Company be and is hereby authorized to	ordinary	to the	dissent to
	make further long term equity investment of upto PKR 282	shares for	Resolutions	the
	million in Fatima Energy Limited ("FEL")	by	way	of	which	(FOR)	Resolutions
	subscribing 28,200,000 non-voting,non-cumulative, non-	votes cast		(AGAINST)
	participatory, redeemable preference shares of the FEL under
	Section 199 of the Companies Act, 2017	offered	to	the

	Company as right shares or otherwise than right shares in
	accordance with the terms and conditions provided in
	statement of material facts annexed to the notice of the
	meeting.
	RESOLVED FURTHER THAT directors of the Company be and are
	hereby empowered and authorized to make investment in
	preference shares of the FEL which may be made in single or
	multiple tranches (to be made from time to time over the
	period of three years from the date of approval) to the extent
	of PKR 282 million comprising 28,200,000 non-voting, non-
	cumulative, non-participatory, redeemable preference shares
	of the FEL as and when rights letter are offered to the
	Company and/or allocation of shares against unsubscribed
	rights portion is made by the Board of Directors of the FEL.
	This approval by the shareholders of the Company accounts for
	investment in multiple-tranches and does not require a
	separate individual approval for each tranche of preference
	right or otherwise than right shares, unless otherwise terms
	and conditions for issuance of preference shares are changed
	and reflected in Articles of Association of the FEL. The Board
	of Directors of the Company are fully authorized to undertake
	and complete all necessary corporate and regulatory
	formalities where required in respect of investment in single
	or multiple tranches for which they are also authorized to
	delegate their powers to the Chief Executive of the Company.
	RESOLVED FURTHER THAT Chief Executive Officer and/or Chief
	Financial Officer and/or Company Secretary be and is/are
	hereby singly and/or jointly authorized to do all acts, deeds,
	things and to execute agreement(s), take any or all necessary
	actions to complete all legal formalities and file all necessary
	documents as may be necessary or incidental for the purpose
	of implementing the aforesaid resolutions.
	RESOLVED FURTHER THAT each of the aforesaid resolutions
	shall remain valid and in full force and effect until the
	Company's obligations are discharged under Sponsors Support
	and other agreements as amended and executed inter alia
	with FEL and its lenders as approved by the shareholders
	through special resolutions or until it is revoked or amended
	by another resolution.
5	"RESOLVED THAT the terms of the repayment of	No. of	I/We assent	I/We
	loans/advances (including mark-up thereon) provided by the	ordinary	to the	dissent to
	Company to Fatima Energy Limited (the "FEL") under the	shares for	Resolutions	the
	authority of special resolutions passed by the shareholders on	which	(FOR)	Resolutions
	May 30, 2017, October 27, 2018, November 26, 2020 and	votes cast		(AGAINST)
	March 10, 2022 are clarified / ratified / confirmed as under:
	(a) The repayment of loans/advances including mark-up
	thereon is subordinated to the repayment of loans to FEL
	lenders and shall be paid only after the FEL lenders are
	fully discharged;
	(b) The special resolution passed on 30 May, 2017 authorized
	the Company to execute the sponsors support and other
	agreements and to fulfill obligations towards lenders of
	FEL;