NOTICE OF ANNUAL GENERAL MEETING

Shakarganj Mills Limited

NOTICE is hereby given that the 41st Annual General Meeting of the Shareholders of SHAKARGANJ MILLS LIMITED (the Company) will be held on Saturday, 31 January 2009 at 12.00 Noon at Qasr-e-Noor, 9 E 2 Main Boulevard, Gulberg-III. Lahore to transact the following business: Ordinary Business 1. To confirm the minutes of Extraordinary General Meeting held on September 29, 2008. 2. To receive, consider and adopt the Audited Accounts together with Directors' and Auditor's reports thereon for the year ended 30 September 2008. 3. To appoint auditors and fix their remuneration. Special Business 1. Investment in Associated Company To consider and, if thought fit, to pass following resolutions as special resolutions, with or without modification, Resolved that an additional investment of Rs. 175,000,000 (Rupees One Hundred seventy five million only) in Shakarganj Food Products Limited by acquiring 17,500,000 (seventeen million five hundred thousand) shares at face value of Rs. 10 (Rupees ten only) each be and is hereby approved. Further resolved that Chief Executive Officer to the Company be and is hereby authorized to do all acts, deeds and things, take any or all necessary action to the implement the above mentioned resolution as he thinks fit on behalf of the Company and to delegate his powers in this behalf to any other Director or Officer of the Company, as deemed fit.

Further resolved that Company Secretary be and is hereby authorized to affix the common seal of the company on any document as and when required. 2. Change in Memorandum of Association To consider and, if thought fit, to pass following resolutions as special resolutions, with or without modification, 110. To apply for a F.M. Radio licence, and run a community radio station such a radio station being for the benefit of those who live, work or who are studying within and around Jhang vicinity. Further resolved that Chief Executive Officer to the Company be and is hereby authorized to do all acts, deeds and things, take any or all necessary action to the implement the above mentioned resolution as he thinks fit on behalf of the Company and to delegate his powers in this behalf to any other Director or Officer of the Company, as deemed fit. 3. To discuss any other business with the permission of the Chair. BY ORDER OF THE BOARD Tariq Aleem Company Secretary Lahore January 6, 2009

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NOTICE OF ANNUAL GENERAL MEETING

Notes: 1. PARTICIPATION IN THE ANNUAL GENERAL MEETING

G

3. BOOK CLOSURE NOTICE FOR PREFERENCE SHARES FOR THE 4th YEAR ENDED SEPTEMBER 30, 2008 The Share Transfer Books of Preference Shares (NonVoting) of the Company will remain closed for entitlement of 8.5% Preferred Dividend (Rs. 0.85 per Preference Shares) from 27 January 2009 to 3 February 2009 (both days inclusive). Physical transfers /CDS Transaction Ids received in order at the Registered Office of the Company upto the close of business on 26 January 2009 will be considered in time for entitlement of Preferred Dividend. The Preferred Shareholders are not entitled to attend the meeting. 4. Shareholders are requested to immediately notify the change in address, if any.

A member entitled to attend and vote at this meeting may appoint any other member as his/her proxy to attend and vote. The instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarially attested copy of the power of attorney must be deposited at the Registered Office of the Company at least 48 hours before the time of Meeting. Members, who have deposited their shares into Central Depository Company of Pakistan Limited, are being advised to bring their National Identity Cards along with CDC Participant ID and account number at the meeting venue. If any proxies are granted by any such shareholders, the same must be accompanied with attested copies of the National Identity Cards of the grantors and the signatures on the proxy form should be the same as that appearing on the National Identity Cards.

2. BOOK CLOSURE NOTICE FOR ORDINARY SHARES The Share Transfer Books of the Company will remain closed from 27 January 2009 to 3 February 2009 (both days inclusive). Physical transfers/CDS Transaction Ids received in order at the Registered Office of the Company upto the close of business on 26 January 2009 will be considered in time for the determination of entitlement of shareholders to attend and vote at the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

Shakarganj Mills Limited

STATEMENT UNDER SECTION 160(1) (b) OF THE COMPANIES ORDINANCE, 1984 The following statement sets out the material facts pertaining to the special business to be transacted at the Annual General Meeting of Shakarganj Mills Limited (the Company) to be held on January 31, 2009: INVESTMENT IN ASSOCIATED COMPANIES: 1. Shakarganj Food Products Limited (SFPL) is an associated company of SML and recently issue right shares @ 23.18%. As per arrangement SML share of right is Rs. 175,000,000 divided into 17,500,000 shares of Rs. 10/- each. Following is the breakdown of the Company's total exposure in SFPL: Exposure in SFPL (Rs. in million) Existing Investment in shares Corporate Guarantee Total 575.456 350.000 925.456 Proposed 175.000 _ 175.000 Total 750.456 350.000 1100.456

2.

3.

The projected return on shareholders' equity in SFPL during the years 2008 to 2011 would be as under: Year 2008 2009 2010 2011 Return % (90.79) 13.82 37.40 33.33

4.

Following information is being submitted as required under SECP Notification No. SRO 865(I)/2000, dated December 06, 2000 in respect of the companies where investment limit is intended to be increased: (i) (ii) Name of the investee companies Nature, amount and extent of investment. Limit present Limit proposed (Rs. in million) Average market price of the shares intended to be purchased during preceding six months. Shakarganj Food Products Limited Equity Investment 925.456 1,100.456 Unquoted Public limited company
ANNUAL REPORT 2008 SHAKARGANJ MILLS LIMITED

(iii)

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(iv)

Break up value of shares intended to be purchased on the basis of last published financial statements. Price at which shares will be purchased.

Rs. 4.61 (September 2008) Face value Rs.10 per share

(v) (vi)

Earning per share of the investee company in last three years (Rs.): September 2006 September 2007 September 2008 (vii) Source of funds from where shares will be purchased. (viii) Period for which investment will be made. (ix) (x) Purpose of investment. Benefits likely to accrue to the Company and the shareholders from the proposed investment.

(2.18) (3.75) (7.09) Sale proceed of investment and cash generated form operations Long-term Balanced diversification and to increase exposure in Food business 1. Over a period of time, the market value of this investments will appreciate that will enhance share holders value of investment. 2. Considering that food sector companies trade at a multiple of 10 (ten), significant appreciation in value of investment is expected over the next five years. 3. There will be a future cash inflow of dividends from this investment which will increase profitability of the company.

5. The Company is fully authorized by its Memorandum of Association to make such investment. 2. CHANGE IN MEMORANDUM OF ASSOCIATION: Shakarganj Mills Limited is planning to launch F. M. Services in Jhang and its vicinity. The main aim of this F. M. Radio services to educate the sugarcane growers to get better crops and awareness about crop diseases etc.. In view of the above, the Board resolved unanimously to approve, and place before the shareholders at their general meeting for approval by special resolution for adding following clause. 110. To apply for a F.M. Radio licence, and run a community radio station such a radio station being for the benefit of those who live, work or who are studying within and around Jhang vicinity. The Directors of the Company have no direct or indirect interest in the Special Business and/or Special Resolution, except and to the extent of their shareholding in the Company.
ANNUAL REPORT 2008

The Memorandum and Articles of Association of all Investee Companies are kept at BOP Tower, 10-B Block E-2, Gulberg-III, Lahore, and can be inspected from 10.00 a.m. to 11.30 a.m. on any working day up to January 30, 2009.

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