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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 1 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 (Pakistan) Limited, Bank Alfalah Limited, NIB Bank Limited, Bank Al Habib Limited, Allied Bank Limited, Habib Bank Limited, United Bank Limited, JS Bank Limited, Askari Bank 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 2 .

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