Notice of Annual General Meeting

Notice is hereby given that the 27th Annual General Meeting of the Shareholders of Fauji Fertilizer Company

Limited will be held at Pearl Continental Hotel, Rawalpindi on Monday, February 28, 2005 at 1100 hours to transact

the following business:­

Ordinary Business

1. To confirm the minutes of Extraordinary General Meeting held on November 29, 2004.

2. To receive, consider and adopt the Audited Accounts of the Company together with the Auditors’ and the Directors’ Reports for the year ended December 31, 2004.

3. To appoint Auditors for the year 2005 and to fix their remuneration.

4. To approve payment of Final Dividend for the year ended December 31, 2004 as recommended by the Board of Directors.

Special Business

5. To consider and if thought fit, approve the following resolution as an ordinary resolution in respect of issue of bonus shares in the ratio of 15%, as recommended by the directors in their meeting held on January 31, 2005.

Resolution

“Resolved that a sum of Rs. 442,455,430/- (Rupees Four Hundred Forty Two Million Four Hundred Fifty Five Thousand and Four Hundred Thirty only) out of the Company’s Reserve for the issue of bonus shares be capitalized and applied for the issue of 44,245,543 ordinary shares of Rs. 10/- each and allotted as fully paid bonus shares to those members of the Company whose names appear in the Register of Members of the Company on February 22, 2005 in the ratio of 15 shares for every 100 share held and that such new shares shall rank pari passu in all respect with the existing ordinary shares of the Company.

Further resolved that the members entitled to fraction of shares as a result of their holding being less than 20 ordinary shares or in excess of an exact multiple of 20 ordinary shares shall be given the sale proceeds of their fractional entitlements for which purpose the fractions shall be consolidated into whole shares and sold on the Karachi Stock Exchange.

And Further resolved that for the purpose of giving effect to the foregoing, the Directors be and are hereby authorized to issue directions and take such actions as they deem fit to settle any question or any difficulties that may arise in the distribution of the said bonus shares or in the payment of the sale proceeds of the fractions.”

NOTES:

2. A member of the Company entitled to attend and vote at the Annual General Meeting may appoint a person/representative as proxy to attend and vote in place of the member at the Meeting. Proxies in order to be effective must be received at the Company’s Registered Office, 93-Harley Street, Rawalpindi not later than 48 hours before the time of holding the Meeting.

3. Any individual Beneficial Owner of CDC, entitled to vote at this meeting, must bring his/her original NIC with him/her to prove his/her identity, and in case of proxy, a copy of shareholder’s attested NIC must be attached with the proxy form. Representatives of corporate members should bring the usual documents required for such purpose.

Statement under section 160(1) (b) of the companies ordinance, 1984

This statement set out the material facts concerning the Special Business, given in agenda item No.5 of the Notice, to be transacted at the Annual General Meeting of the Fauji Fertilizer Company Limited to be held at Pearl Continental Hotel, Rawalpindi on Monday, February 28, 2005.

1. Issue of Bonus Shares

The Directors are of the view that Company’s financial position and its reserves justify the capitalization of free reserves amounting to Rs. 442,455,430/- for the issue of bonus shares in the ratio of 15 bonus shares for every 100 ordinary shares held. The Directors directly or indirectly, are not personally interested in this issue except to the extent of their shareholding in the Company.

Pursuant to rule 6 (iii) of the Companies (Issue of Capital) Rules 1996, the Auditors have certified that the free reserves and surpluses retained after the issue of the bonus shares will not be less than 25% of the increased Capital.