November 5, 2021 (MLN): Fauji Fertilizer Company (FFC) held Extraordinary General Meeting on November 05th, 2021 while establishing a quorum of 56.81 percent with representation through Video Conferencing and proxies from individual shareholders as well as from all major equity holders which included Fauji Foundation, State Life Insurance Limited, Citi Bank, Deutsche Bank, Atlas and representatives from various other Corporate bodies and institutions.
Brig Asrat Mahmood, SI(M) (Retd), Company Secretary FFC, opened the house. He apprised the shareholders of the special business to seek Shareholders’ approval notwithstanding the special resolution passed by the shareholders of the Company in the EGM held on July 27, 2021. The approval is accorded in terms of Section 199 of the Companies Act, 2017 to assign its rights, benefits and interests in respect of any investment made in the Foundation Wind Energy-I Limited and Foundation Wind Energy-II Limited by way of a subordinated loan, including the benefits of any indemnities, warranties and guarantees, in favour of the Lenders for securing any and all obligations owed to the Lenders by the Wind Companies.
Such assignment of rights, benefits and interests in respect of the Subordinated Loans (i.e. 'investment' in terms of Section 199 of the Companies Act, 2017) shall be for a period up until May 18, 2024, or such period until the liabilities of the Wind Companies towards the Lenders are fully discharged, whichever is later. The shareholders unanimously approved the proposed resolution, the notice to PSX said.
It has been further resolved in the meeting that the approval of the members of the Company be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 to pledge its shares in Wind Companies held by it from time to time, in favour of and/or for the benefit of the Lenders, whether such shares are acquired directly by way of subscription or otherwise.
Such pledge in favour of and/or for the benefit of the Lenders (i.e. 'investment' in terms of Section 199 of the Companies Act, 2017) shall be for a period until May 18, 2024 or such period until the liabilities of the Wind Companies towards the Lenders remain are fully discharged, whichever is later.
With regards to the above resolutions, Managing Director & Chief Executive Officer, Chief Financial Officer and the Company Secretary have been authorized jointly and severally to do or cause to do all acts, deeds and things that may be necessary or required in connection with the Shareholder Charge and Assignment Deeds and the Sponsor Share Pledge Agreements (the “Security Documents”) and to negotiate, execute, deliver and amend the Security Documents confirmations, notices filings and certificates as may be agreed with the Lenders including any amendments thereto, or required by law.
Chairman, Mr. Waqar Ahmed Malik and Managing Director and Chief Executive Officer FFC, Mr. Sarfaraz Ahmed Rehman graced the occasion and responded to various queries from shareholders and assured FFC’s commitment to achieve higher standards of performance and to provide sustained earnings to the valued shareholders despite the challenging circumstances.
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