Altern Energy Limited’s Notice of Extra Ordinary General Meeting

Karachi, June 26, 2012 (PPI-OT): With reference to the subject-cited above, please find enclosed herewith:

Notice of Extra Ordinary General Meeting

Notice is hereby given that Extra Ordinary General Meeting of shareholders of Altern Energy Limited will be held on Wednesday, July 18, 2012, at 11.00 AM, at Company’s Registered Office at Descon Headquarters, 18 Km, Ferozepur Road, Lahore to transact the following business:

Ordinary Business:

1. To confirm the minutes of the Annual General Meeting of the Company held on October 21, 2011.

Special Business:

2. To consider and pass the following special resolutions with or without modification:

“Resolved that the paid up capital of the Company be increased by issuing further 20,830,000 ordinary shares of face value of Rs. 10/- each at Rs. 12/- per share (inclusive of premium of Rs. 2/- per share) to Descon Engineering Limited, an existing shareholder and associated company, without offering right shares to all other shareholders as permissible under section 86 (1) of the Companies Ordinance, 1984 in order to meet the working capital requirements of the Company thus saving the Company from external debt burden and extra financial cost.

Resolved further that after obtaining necessary approva1 from the Securities and Exchange Commission of Pakistan, the said 20,830,000 ordinary shares be issued to Descon Engineering Limited who consented to take the shares at Rs. 12/- per share (inclusive of premium of Rs. 2/ per share) ranking pari passu in all respects.

Resolved further that Chief Executive and Company Secretary be and each is hereby authorized to give effect to the above resolutions, take all necessary steps as required by the Companies Ordinance, 1984 and to sign and execute any paper, document (s), etc required for the purpose.

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

Notes:

1. The Share Transfer Book of the Company will remain closed from July 10, 2012 to July 18, 2012 (both days inclusive). No transfer will be accepted for registration during this period.

2. A member entitled to attend and vote at this meeting may appoint another member as his / her proxy to attend and vote. Proxies in order to be effective must be received by the Company not less than 48 hours before the meeting. The CDC Account Holders are requested to bring their original CNIC and participant ID to attend the meeting.

3. Shareholders are requested to promptly notify the change in their address, if any to the Company’s Share Registrar M/S Corplink (Pvt) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore.

A Statement u/s 160 (1) (b) of the Companies Ordinance, 1984 pertaining to the “Special Business” is being sent to the members with the notice.

A Statement u/s 160 (1) (b) of the Companies Ordinance, 1984 as per instructions of SECP vide letter no EMD/233/2l8/2002-2687 dated December 10, 2010.

This statement sets out the material facts concerning the Special Business given in Agenda Item No. 2 to be transacted at the Extra Ordinary General Meeting of the Company to be held on July 18, 2012.

1. The purpose of further issue of 20,830,000 ordinary shares (at premium of Rs. 2/-) of the Company to M/S Descon Engineering Limited is to raise funds amounting to Rs. 249,960,000/- in order to meet operational as well as debt servicing obligations.

2. Financial Institutions are reluctant to extend any financial facility due to accumulated losses sustained by the Company, hence this issue.

3. Further shares are being issued in terms of Section 86 (1) of the Companies Ordinance, 1984, without going for normal Right Issue, as shares of the Company are being traded below par with a very thin trading volume. The directors are fully aware about the intent of two other majority shareholders (i.e. Saudi Arabian Construction and Repair Co. Ltd and Crescent Steel and Allied Products Limited holding 18.09% and 17.65% respectively) of not subscribing fresh equity and the same is also expected from other minority shareholders having 8.62% shareholding, hence it is proposed to issue of further shares otherwise than Right.

4. M/S Descon Engineering Limited holding 55.63% of the total paid up capital of the Company consented to take shares in question at Rs. 12 per share (inclusive of Premium of Rs. 2 per share) ranking pari passu with the existing shares in all respects. The Paid up Capital will be increased from Rs. 3,425,500,000/- divided into 342,550,000 ordinary shares of Rs. 10/- each to Rs. 3,633,800,000/- divided into 363,380,000 ordinary shares of Rs. 10/- each by issuing 20,830,000 shares of Rs. 10/- each at Rs. 12/- each (inclusive of premium of Rs. 2 per share). After the proposed issue the shareholding of M/S Descon Engineering Limited will be increased from 55.63% to 58.17%.

5. The proposed issue is subject to approval from Securities and Exchange Commission of Pakistan.

For information, Contact:
Umer Shehzad
Company Secretary
Altern Energy Limited
Descon Headquarters:
18-km, Ferozepur Road, Lahore,
Tel: +92-42-3599 0034,
Fax: +92-42-3581 1135

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