Adamjee Insurance : Notice of Extraordinary General Meeting

NOTICE OF EXTRA ORDINARY

GENERAL MEETING

ADAMJEE INSURANCE COMPANY LIMITED

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ADAMJEE INSURANCE COMPANY LIMITED

9th Floor, Adamjee House, I.I. Chundrigar Road, Karachi

ADAMJEE INSURANCE COMPANY LIMITED

Registered Office: Adamjee House, 80/A, Block E/1, Main Boulevard, Gulberg-III, Lahore

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extra Ordinary General Meeting (EOGM) of the members of Adamjee Insurance Company Limited (the "Company") will be held on Wednesday November 30, 2022 at 11:00 A.M. at The Nishat Hotel, Mahmud Ali Kasuri Road, Gulberg, Lahore and via zoom link to transact the following special business:

To consider and if deemed fit, pass resolutions as Special Resolutions, as proposed in the Statement of Material Facts, pursuant to the provisions of Section 199 of the Companies Act, 2017 to approve and authorize additional long-term equity investments of up to:

1. PKR 900 million by way of subscription of right shares of Hyundai Nishat Motor (Pvt) Limited (HNMPL), an associated company as and when offered by HNMPL on the Company's shareholding.
2. PKR 250 million to purchase the shares of Pak Gen Power Ltd (PKGP), an associated company.

A Statement of Material Facts as required under Section 134(3) of the Companies Act 2017 concerning the aforesaid special business along with draft Special Resolutions are annexed to the notice of meeting circulated to the members of the Company.

By Order of the Board

Lahore	(Tameez Ul Haque)
November 8, 2022	Company Secretary

NOTES:

1. The Notice has been placed on the website of the Company: www.adamjeeinsurance.com.
2. 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 notarial 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 the meeting. A proxy must be a member of the Company. A Company or a Corporation being a member of the Company may appoint a representative through a resolution of board of directors for attending and voting at the meeting.
3. Members, who have deposited their shares into Central Depositary Company of Pakistan Limited, are being advised to bring their original National Identity Cards along with CDC Participant ID and account number at the meeting venue.
4. Members who have deposited their shares into Central Depository Company of Pakistan Limited ("CDC") will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

1. For Attending the Meeting:
2. 1. In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport at the time of attending the Meeting.

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1. 1. In case of corporate entity, the Board's resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
2. For Appointing Proxies
3. 1. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
   2. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.
   3. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his original CNIC or original passport at the time of the Meeting.
   5. In case of corporate entity, the Board's resolution / power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

5. In light of instructions of the Securities and Exchange Commission of Pakistan, the Company has made arrangement for participation of the members through electronic means. The members can attend the EOGM via video link using smart phones/tablets/. To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at [e-mail]/or [e-mail] November 24, 2022.

Name of Member/	CNIC No.	Folio No./	Cell No./	Email ID.
proxy holders		Participant Id/	WhatsApp's No.
		Account No.

The members who are registered after the necessary verification shall be provided a video link by the Company on the said email address. The login facility will remain open from start of the meeting till its proceedings are concluded. The members who wish to send their comments/ suggestions on the agenda of the EOGM can be mailed by November 28, 2022.

1. Members are requested to timely notify any change in their addresses.
2. Book Closure:
   The Register of Members of the Company will remain closed from 24-11-2022 to 30-11-2022 (both days inclusive). Transfers received in order at the office of the Company's Independent Share Registrar, Karachi by the close of business (7:00 PM) on 23-11-2022 will be considered in time to be eligible for the purpose of attending, speaking, and voting at the Extraordinary General Meeting.

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STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT 2017

This statement sets out material facts pertaining to the special business to be transacted at the Extra Ordinary General Meeting of the Company to be held on November 30, 2022.

A) Additional Equity Investments in Hyundai Nishat Motor (Private) Limited

Hyundai Nishat Motor (Private) Limited (HNMPL) is a joint venture company which has set up a green field project for assembly and sales of Hyundai brand vehicles in Pakistan (the "Project"). The paid-up share capital of HNMPL is held by:

Nishat Mills Limited (12%)

DG Khan Cement Company Limited (10%)

Adamjee Insurance Company Limited (10%)

Security General Insurance Company Limited (12.14%)

Millat Tractors Limited (15.86%)

Sojitz Corporation (40%).

HNMPL may issue right shares to meet working capital requirements and the Company will be offerred right shares for subscription at par value of Rs. 10 each. The Board of Directors has already approved the additional investment by way of subscription of right shares.

The already approved amount by AICL of equity investment of Rs. 1,056,400,000 (Rupees One Billion Fifty-six Million Four Hundred Thousand Only) in HNMPL shall increase to Rs. 1,956,400,000/- (Rupees One Billion Nine Fifty-Six Million Four Hundred Thousand Only). The Company has so far invested Rs. 1,056,230,000/- out of the above limit.

The following resolution is proposed to be passed as special resolution, with or without any modification.

RESOLVED THAT approval of the members of Adamjee Insurance Company Limited ("the Company") be and is hereby accorded and the Company be and is hereby authorized in terms of Section 199 and other applicable provisions of the Companies Act, 2017 to make additional long-term equity investment up to Rs. 900,000,000 (Rupees Nine Hundred Million Only) in Hyundai Nishat Motor (Pvt) Limited (HNMPL), an associated company, by way of subscribing up to 90,000,000 right shares, at Par value of Rs. 10/- each as and when offered by HNMPL to the Company on the Company's shareholding, as per other terms and conditions disclosed to the members.

RESOLVED FURTHER THAT this resolution shall be valid for a period of four (4) years starting from the date of approval by members and the Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities including filing of documents as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.

RESOLVED FURTHER THAT the Company be and is hereby authorized to dispose of through any mode, a part or all of equity investment in HNMPL made by the Company from time to time and to dispose of and / or decline a part or all of its entitlement of right shares as and when offered by HNMPL and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary be and are hereby authorized singly to take the decision of divestment and / or declining of right shares entitlement as they may deem appropriate and necessary in the best interest of the Company and its members.

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Information under Regulation 3 of the Companies' (Investment in Associated Companies or Associated Undertakings) Regulations, 2017

Additional Equity Investment in Hyundai Nishat Motor (Private) Limited

Disclosure for all types of investments:

(A) Disclosure regarding associated company

(i)	Name of Associated Company or Associated	Hyundai Nishat Motor (Private) Limited ("HNMPL")
	Undertaking
(ii)	Basis of Relationship	Common Directorship
(iii) Earnings / (Loss) per Share for the last three years	PKR 1.44 - 2021 - Audited
		PKR (2.96) - 2020 - Audited
		PKR (1.18) - 2019 - Audited
(iv)	Break-up value per Share, based on last audited	PKR 8.22 - 2021 - Audited
	financial statements
(v) Financial position, including main items of statement	Statement of Financial Position as on 31 December
	of financial position and profit and loss account based	2021 (audited):
	on its latest financial statements
	Equity &	Rs.		Assets		Rs. 000
		Liabilities
		Equity	7,800,970,467	Non-	17,960,411,178
					Current
		Non-Current			Assets
		Liabilities	11,574,830,100
					Current	21,054,025,629
		Current			Assets
		Liabilities	19,638,636,240
			39,014,436,807			39,014,436,807
		Profit and loss account for the year ended 31 December
		2021:
							Rs.
		Revenue				34,298,694,455
		Expenses			(33,578,819,871)
		Other Income		752,317,911
		Profit / (Loss) before tax		1,472,192,495
		Profit / (Loss) after tax		1,351,574,072

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