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Atlas Engineering Limited’S Notice of Extraordinary General Meeting

Karachi: Enclosed please find a copy of the Notice of the Extraordinary General Meeting to be held on December 9, 2011 for circulation amongst your members.

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the shareholders of Atlas Engineering Limited will be held on December 9, 2011 at 10.00 a.m. at 2nd Floor, Federation House, Shahrah-e-Firdousi, Clifton, Karachi, to transact the following business:

Ordinary Business

To confirm the minutes of 49th Annual General Meeting held on October 26, 2011.

Special Business

To consider and if thought fit, to pass the following resolution with or without modification, as a special resolution.

‘Resolved that the approval be and is hereby accorded to get de-listed the ordinary shares of Atlas Engineering Limited from Karachi Stock Exchange (Guarantee) Limited and Lahore Stock exchange (Guarantee) Limited.”

“Further Resolved that the Sponsors of Atlas Engineering Limited (the Company) be and are hereby authorized to purchase 1,042,282 ordinary shares of the Company at Rs. 58.00 per share as determined by the Karachi Stock Exchange (Guarantee) Limited and Lahore Stock Exchange (Guarantee) Limited from all shareholders of Atlas Engineering Limited except shares held by sponsors / majority shareholders, for the purpose of de-listing of ordinary shares of the Company from Karachi Stock Exchange (Guarantee) Limited and Lahore Stock Exchange (Guarantee) Limited,”

“Further Resolved” that any one of the Directors, the Chief executive Officer and the Company Secretary be and is hereby authorized singly to take all steps required in this regard.”

Other Business

To transact any other business with the permission of the Chair.

Notes:

i) The Share Transfer Books of the Company will remain closed from December 3, 2011 to December 9, 2011 (both days inclusive).

ii) A member entitled to attend and vote at the meeting shall be entitled to appoint another member as his/her proxy to attend and vote on his/her behalf. The instrument appointing a proxy must be received at the Company’s Registered Office not less than 48 hours before the time of holding of the meeting.

iii) No person shall act as proxy unless he is a member of the Company, Signature of shareholder on Proxy Application must agree with the specimen signature registered with the Company. Appropriate revenue stamp should be affixed on the Proxy Application.

iv) For the convenience of the shareholder a Proxy Application Form is attached.

v) Shareholders are requested to immediately notify the Registrar of any change in their addresses.

vi) Owner of the Central Depository Company, entitle to vote at this meeting must bring his/her -original Computerized National Identity Card (CNIC) with him/her to prove his/her identity and in case of proxy, an attested copy of Computerized National identity Card (CNIC) of beneficial owner and proxy should be enclosed. Representative of corporate members should bring their usual documents required for such purpose.

Statement of Material Facts under Section 160(1) (b) of the Companies Ordinance, 1984

The Company proposes to seek de-listing and de-quoting of its ordinary shares from the Karachi Stock Exchange (Guarantee) Limited and Lahore Stock Exchange (Guarantee) Limited on request of the majority sponsors. Following reasons are stated by the majority sponsors in the request letter to the Company for voluntary de-listing:

1) Imports of built up cars, trucks, buses, tractors, etc. (new and used) have been adversely affecting the local vending industry.

2) The reduced rates of duties have made the local vending industry uncompetitive among others being subject to all taxes viz-a-viz unorganized sector which does not pay any taxes.

3) Unchecked smuggling and under invoicing of parts has made the local industry uncompetitive in the market. Successive promises made to stamp out smuggling and under invoicing have resulted in no improvement. On the other hand, Atlas Engineering being in the organized sector is suffering more from increasing burden of sales tax and other levies. Local products have become uncompetitive with smuggled goods, under invoiced imports and supplies from spurious manufacturers who do not pay any taxes.

4) Constant devaluation of Pak Rupee viz-a-viz US Dollar and Japanese Yen, and increase in material and utilities prices and general inflation have put pressure on cost of production which due to unfair competition from the unorganized sector can not be fully passed on to the customers. Atlas Engineering is bearing the cost burden for last several years.

Any major change in the Government’s policy may not be foreseen and anticipated that smuggling, under invoicing and tax evasion by the unorganized sector will continue unabated and company’s profitability will remain under pressure.

The management’s considered view is that the Company needs huge investment and restructuring. This demands long term commitment and patience as the Company will not be able to service the capital for a few more years. In total, 4.2% equity is held by minority shareholders and the sponsors sincerely think that these shareholders should not be burdened with enduring more years without dividend pay-out.

Keeping in view the above circumstances and the interest of the minority shareholders, the Board has considered and approved the voluntary de-listing of the Company under the Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited and Lahore Stock Exchange (Guarantee) Limited.

For more information, contact:
Atlas Engineering Limited
15th Mile National Highway,
Landhi, Karachi-75120
Ph: (92-21) 5016921-4
UAN: 111-111-235
Fax: (92-21) 5011709
E-mail: ael@atlasengineering.com.pk
Website: www.allwin.com.pk
www.atlasengineering.com.pk

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