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Azam Textile Mills Limited’s Notice of Extraordinary General Meeting / Closure of Share Transfer Books

Karachi: We enclose herewith copy of Notice of Extraordinary General Meeting for amended Scheme of Arrangements/Merger of Azam Textile Mills Limited (AZAMT) Limited into Saritow Spinning Mills Limited to be held on Thursday December 08, 2011 for record in your office.

The Share Transfer Books of the Company will remain closed from December 01, 2011 to December 07, 2011 (both days inclusive).

Notice of Extraordinary General Meeting

Notice is Hereby Given pursuant to the order dated 28-10-2011, passed by the Honorable Company Judge of the Lahore High Court, Lahore, in Civil Original No. CO-8/2011, that Extraordinary General Meeting of the members of Azam Textile Mills Limited will be held at 17 Aziz Avenue, Canal Bank, Gulberg-V, Lahore, on Thursday, the 8th day of December, 2011 at 03:00 p.m. to consider and, if thought fit, approve, adopt and agree to the Amended Scheme of Arrangement in accordance with the advice of Securities and Exchange Commission of Pakistan for Amalgamation between Saritow Spinning Mills Limited and its Members, and Azam Textile Mills Limited and its Members.

A print of the Amended Scheme of Arrangement containing Draft Resolutions proposed, Statements under Sections 160(1) (b) and 286 of the Companies Ordinance, 1984 explaining the effect of the Amended Scheme are being provided with the Notice of the meeting sent to the members and other persons entitled to receive notice of the meeting. Further copies of the Amended Scheme of Arrangement and of the Information Memorandum may be obtained from the Registered Office / Shares Department of the Company during normal office hours on application prior to the meeting by the members and other persons entitled to attend the meeting.

Khawaja Aamir Farooq, Advocate, Lahore, has been appointed by the Honorable Lahore High Court, Lahore to convene and to act as Chairman of the meeting and report the results thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent approval of the Court.

Notes:

1. Share Transfer Books of the Company will remain closed from 01-12-2011 to 07-12-201 (both days inclusive). Physical transfers / CDS transactions IDs received in order at “Company Registrar Office M/s Corplink (Pvt.) Limited”, Wings Arcade, 1-K, Commercial Model Town, Lahore.

2. All Members are entitled to attend and vote at the Meeting.

3. A Member entitled to attend and vote at the meeting is entitled to appoint another Member as proxy to attend, speak and vote for him/her.

4. An instrument of proxy (applicable for the meeting in which you can direct the proxy how you wish him / her to vote) is being provided with the notice sent to the Members. Further copies of the instrument of proxy may be obtained from the Registered Office / Shares Department of the Company during normal office hours.

5. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be valid, and the proxies in order to be effective, must be received at the Company’s registered office not less than 48 hours before the time of meeting.

6. Members are requested to notify immediately changes, if any, in their registered address.

Statement to the Members of Azam Textile Mills Limited under Section 160 (1) (b) of the Companies Ordinance, 1984

In the Lahore High Court at Lahore
(Company Jurisdiction)
Civil Original / J Misc Petition No CO-8/2011 of 2011
In the Matter of Sections 284, 285, 286, 287 and 268 of the Companies Ordinance, 1984
And
In The Matter of
Saritow Spinning Mills Limited
and
Azam Textile Mills Limited

For sanction of and for other orders in respect of Amendment to the Scheme of Arrangement for Amalgamation between Saritow Spinning Mills Limited and its members and Azam Textile Mills Limited and its Members.

In the Civil Original No. CO-8/2011 of 2011, in the Lahore High Court, Lahore has been petitioned under Sections 284 and 287 of the Companies Ordinance, 1984 read with Rule 60 of the Companies (Court) Rules, 1997 for sanction of and for other Orders in respect of Amendment to the Scheme of Arrangement for Amalgamation between Saritow Spinning Mills Limited and its Members and Azam Textile Mills Limited its Members. In that proceedings the Court has directed the convening of separate meetings of the members of each Company for seeking their agreement to Amendment to the Scheme of Arrangement. A copy of the Amended Scheme is provided with this Statement. The accompanying notice convenes the meeting of the members of your Company as directed by the Honorable Lahore High Court. It is intended to propose the following resolution for the consideration of the meeting:

Resolved that Clause 3 of the Scheme be Amended as Follows:

“3.0 in lieu of the transfer to and vesting in SSML of the Undertaking of ATML, the consideration to the received by shareholders of ATML is as follows:

=16,565,607= Ordinary shares of Saritow Spinning Mills Limited of Rs. 10/- each credited as fully paid in exchange of shares held in Azam Textile Mills Limited by the registered shareholders / members on the basis of =500= shares of Azam Textile Mills Limited for =623.94 shares of Saritow Spinning Mills Limited.”

Further Resolved that the Scheme in its Amended Form be and is Hereby Approved

November 10, 2011

Approval of Date and Time for Holding Extraordinary General Meeting Pursuant to the Order Dated 28-10-2011 Passed By the Lahore High Court, Lahore

In compliance with the Order dated 28-10-2011 passed by the Lahore High Court, Lahore, we intend to hold our Extraordinary General Meeting for approval of Amended Scheme of Arrangements/Merger of Azam Textile Mills Limited into Saritow Spinning Mills Limited on Thursday December 08, 2011 at 04:00 P.M. at 17-Aziz Avenue, Canal Bank, Gulberg-V, Lahore.

You are requested to please accord your approval to the date and time for holding the above said meeting of our Company at your earliest.

For more information, contact:
Azam Textile Mills Limited
17 – Aziz Avenue,
Canal Bank, Gulberg – V,
Lahore- 54660, Pakistan.
Ph: 042-35715029-31
Fax: 042-35715015
E-mail: azamsaritow@saigols.com

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