Engro Corporation

Limited

EngroEngro Corporation Limited generally famous by

name of EngroChemical Pakistan Limited. This is biggest Industrial Corporation in Pakistan which is

working in so many sectors of the economy.

History from esso to engro:•In 1957 a joint venture/ esso discover a gas field named Mari near Dharki•In 1964 the company was incorporate as a esso fertilizer public limited with 75% shares held by Esso and 25% by general public. •The construction of the plant was started in 1966 and its start operating in 1968.•By 1971 engro esso Pakistan Fertilizer Company was made exxco chemical Pakistan

•By 1971 engro esso Pakistan Fertilizer Company was made exxco chemical Pakistan

•Engro foods limited was shaped as a completely own subsidary of Engro corporation in 2005. •After a merger on January 1st 2010 engro chemical limited was renamed by Engro Corporation limited and was set up as holding company.

Subsidries of engro corporation:

Engro Fertilizers Limited They manufacture premier fertilizers for crops which focus on balanced crop nutrition and increased yield. like, engro urea, DAP, zorawar, zarkhez, and zingro.

Engro Foods LimitedThe company has establish a state of the art processing unit in Sukkhar and Sahiwal in addition to this an icecream making facility in Sahiwal. Top products under the head of dairy are presented like successfully like Olwell, Tarang, Owsum and Omore.

Engro Polymer & Chemicals LimitedEngro polymer and chemical limited a fully owned of engro corporation is a primary manufacturer and marketer of PVC (polyvinyl chloride) with yearly production of 150,000 tons. The company is advertising its products underneath brand name SABZ with the recent expansion the company has an integrated facility and is able to produce EDC CVM chlorine and caustic soda.

Engro PowergenEngro powergen was incorporated in 2008 as a wholly owned subsidiary of Engro corporation to develop power projects to lessen the shortage and earn a competitive returns from shareholders.

Elengy Terminal Pakistan LimitedElengy terminal Pakistan limited is fully own subsidiary of engro corporation, is new initiative aimed at open access merchant floating storage re-gasification terminal with the storage capacity of 3.5mptaunder the LNG policy 2011.

Engro vopak terminalIt is a joint venture of engro and Royal vopak of Netherlands, it is providing its services to the petrochemical industry of Pakistan. It is offering storage and handling solutions for liquids and gaseous chemical and storage for oil products. It is maintaining safety and

quality as per international standards ISO 9001 and others.

Engro RupiyaThe saving scheme ‘Rupiya certificate’ provides

investors 14.5% rate of return. This first Term Finance Certificate (TFC) by Engro Corp

offers profit payments twice in a year for an amount of 25000.

Memorandum ofAssociation

Name Clause: Engro Corporation Limited

Domicile Clause: Karachi; the province of Sindh

Manufacturing, deal in food products.Manufacturing agricultural itemsAdvertise the products.Establish research workshops.Develop farms.Invest the surplus amount.Construct buildings for benefit of Engro.Obtaining provisional ordersSupporting charitable organization.Raise capitals by debentures

Object Clause

Expand money in experimentingPartnership for benefit of Engro.Pay for any property rightsDistribute engro’s property among members.Pay expenses incurred in formation of Engro.To establish branches.To achieve objects as principals, agents.

To do best possible things for attaining objective

Object Clause

Liability Clause: Limited liability

Capital Clause: Authorized capital =5,500,000,000

NAMES Fathername

Nationality Occupation No. ofodrinary shares

Address Signature

Asad Umar M. umar Pakistani Business 01 84/2, 23rd street, phase-6 DHA karachi

sd

Shehzaad Dawood

Hussain dawood

Pakistani Business 01 F-6 Dawood colony national stadium Karachi

sd

Khalid Mansur

Mansur-ul-haq

Pakistani Business 01 124/1, 12th street phase-6 DHA karachi

sd

PRESENT OFFER FOR SALE

The present offer for sale of 27,000,000 ordinary shares of the face value of PKR 10/- each is being made to the general public.

The shares allotted to sponsor in excess of twenty five percent (25% )of the ordinary shares shall not be saleable for a period of six months from the date of public subscription.

Articles ofAssociation

Employees Share Option Scheme

The shareholders of the company in AGM has approved as “EMPLOYEES SHARE OPTION SCHEME” for granting up to 21 million ordinary shares. However, the maximum number of

shares shouldn’t exceeds 21 million.

ELIGIBILITY

• Pakistani citizens resident IN or OUTSIDE Pakistan or persons holding two nationalities including Pakistani

nationality are eligible investors for public offer.

• Non resident Pakistani investors and foreign investors may subscribe for shares by using their special convertible rupee account.

•More than one application by same person is prohibited.

OVER SUBSCRIPTION• If the offer is over subscribed, application for 500 shares will be considered first and application for 1000 shares will be considered next and then 1500 and so on•The company will decide within 10 days whether the application will be accepted or rejected and will refund the money incase of unsuccessful applications•If the company doesn’t repay within the specified time then offerer will be liable to repay with charge at the rate of 1.5% and fine not exceeding 5000.•The company will dispatch the share certificate to successful applicants within 30 days of the close of public subscription.

TRANSFER OF SHARES

The company shall not refuse to transfer any share unless some defect or invalidity is involved.

DIVIDEND

•The company in general meetings will declare dividends but the amount will not exceed the amount recommended by

directors.

•Unpaid dividend shall not bear any interest against the company.

INCOME DISTRIBUTION•Income distribution will be subject to deduction of Zakat according

to the provisions of Zakat and usher ordinance.

• Under section 150 of income tax ordinance, the dividend distribution to the shareholders will be subject to withholding tax at

the rate of 10%

INTEREST OF SHAREHOLDER

The interest of shareholders will only remain to the extent of shares held by them and not in the

company property and profit.

Board Of Directors

Hussain Dawood – ChairmanM. Aliuddin Ansari – CEO

• Samad Dawood• Afnan Ahsan• Khalid Subhani• Khawaja Iqbal

• Ruhail Mohammad• Sarfaraz Ahmed• Shahid Hamid• Shahzada Dawood

Remuneration for holding office, attending board meetings and performing extra services, will be determined by the Board of directors.

Remuneration

Offices are not entitled to any extra benefits other than their usual remuneration.

Benefits

None of the directors will be interested in property acquired by the company

Interest of the Directors

PowersDirectors will pay all the expenses incurred since

incorporation. They’ll exercise all the power to borrow money for the company, declare the dividends and bonuses for the employees and approve annual accounts.

Directors, officers or any other person employed as auditor will be indemnified out of the company funds against civil and criminal liability.

Indemnity

The Directors have setup an effective internal audit function consisting of qualified persons

Copies of memorandum, appraisal reports, copies of contracts and agreements are regularly inspected

Internal audit

Meetings

Engro Corp has conducted forty six

Annual General Meetings. Last AGM been held on March 30, 2012

Special Resolution

To increase company’s authorized capital from 4,500,000,000 to 5,500,000,000

To lend loan to two subsidiaries

Ordinary ResolutionFor issuance of bonus shares in the ratio of

three shares per share held

Engro’s recent Board Meeting was held on October 30, 2012

Engro Foods has called seven Extra Ordinary General Meetings so far. Last one been called on November 28, 2012.

Bankers of the companyFaysal Bank LimitedHabib Bank Limited

MCB LimitedUnited Bank Limited

Bank Al-Habib LimitedAskari Bank Limited

Bank of KhyberBank Al-Fallah

Standard Chartered BankCiti Bank