39 SHARES ISSUED IN PRECEDING YEARS Date of Allotment Number of shares Par

39 shares issued in preceding years date of allotment

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3.9 SHARES ISSUED IN PRECEDING YEARS Date of Allotment Number of shares Par Value/Share Amount in PKR Considerations 27-06-2009 7 10 70 Cash 01-01-2010 1 9,999,993 10 99,999,930 Issued pursuant to a Scheme of Arrangement 26-04-2010 288,000,000 10 2,880,000,000 Fully paid bonus shares in the ratio of 288 shares for every 10 shares held 20-12-2010 774,800,000 10 7,748,000,000 Fully paid bonus shares in the ratio of 26 shares for every 10 shares held
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Page 34 of 94 27-06-2013 150,000,000 10 1,500,000,000 Rights Issue 1,222,800,000 12,228,000,000 1 Engro Corporation limited through a Scheme of Arrangement (the Scheme) under section 284 to 288 of the Companies Ordinance 1984, separated its fertilizer undertaking for continuation thereof by the newly incorporated subsidiary i.e. Engro Fertilizers Limited. The shares were issued in exchange of assets acquired which did not include goodwill or intangible assets. 3.10 PRINCIPAL PURPOSE OF THE PUBLIC ISSUE Funds raised through the IPO will be partially utilized to fund development CAPEX on securing additional gas supplies along with restructuring of the balance sheet to optimize the capital structure of the Company. Breakup of the same is given below: Purpose of Listing Amount in PKR Mn Principal Repayment 1,000 Gas Development CAPEX 1 500 Total 1,500 1 Gas related CAPEX commenced from July 2013 and will conclude by December 2014. 3.11 INTEREST OF SHAREHOLDERS None of the holders of the issued shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the ordinary shares in the capital of the Company. 3.12 DIVIDEND POLICY The rights in respect of capital and dividends attached to each share are and will be the same. The Company in its general meeting may declare final dividends but no dividends shall exceed the amount recommended by the Directors. Dividend, if declared, in the general meeting, shall be paid according to the terms of the provisions of the Ordinance. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company. No dividends shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits. No unpaid dividends shall bear interest or mark-up against the Company. The dividends shall be paid within the period laid down in the Ordinance. One of the financial covenants agreed with the lenders as part of the debt re-profiling is a restriction on payment of dividends until the Company has repaid 33% of the loans which were outstanding as at June 30, 2012. Based on the revised repayment terms, the Company is expected to achieve this milestone in third quarter of 2015. Those investors who intend that their cash dividend, if any, is directly credited in their Bank Account, must fill-in the relevant part of the shares subscription Form under the heading, “Dividend Mandate Option”.
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