Term Sheet

Issuer Engro Corporation Limited (“Engro”)

Transaction Issue of Term Finance Certificates (TFCs) as instrument of redeemable capital under section 120 of the Companies Ordinance 1984

Issue Amount Upto PkR 4,000 million (inclusive of a Green Shoe Option of PkR 2,000 million)

Tenor 3 years

Profit Rate 14.5% per annum (fixed rate)

Profit payment frequency Semi Annually

Profit Accrual From the Date of Investment

Minimum Investment Rs. 25,000/-

Denomination of TFC Rs. 5,000/- or in multiples thereof (i.e. Investments can be only made for amounts of 25000, 30000, 35000, and so on)

Subscription Period 3 months

TFC Schedule Date of opening of subscription period October 15, 2010 Date of closing of subscription period January 14, 2011 Date of Interim Profit Payment January 31, 2011 Issue Date February 01, 2011 First Profit Payment July 31, 2011 Second Profit Payment January 31, 2012 Third Profit Payment July 31, 2012 Fourth Profit Payment January 31, 2013 Fifth Profit Payment July 31, 2013 Sixth and Final Profit Payment January 31, 2014 Principal Repayment in full (Maturity Date) January 31, 2014

Allotment basis First come first served

Holding of TFCs TFCs may be held either as physical certificates or in book entry (scrip-less) form through CDS of CDC

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Principal Redemption On completion of 3 years or earlier through Early Redemption Option

Early Redemption Option For encashments before completion of 3 years, service charges will (Put Option) be applicable at 2% of the outstanding principal amount and 15 day prior notice

Security First ranking floating charge on certain assets of Engro Corporation

Bankers to the Issue MCB Bank Limited, Standard Chartered Bank () Limited, Limited, NIB Bank Limited, Bank Al Habib Limited, , , , JS Bank Limited, Limited, Citibank N.A. Pakistan

Trustee IGI Investment Bank Limited

Registrar & Transfer Agent Central Depository Company of Pakistan Limited

Entity Rating “AA” (Double A) by PACRA

Instrument Rating “AA” (Double A) by PACRA

Pre-IPO None

Underwriting None

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