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 THE EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra Ordinary General Meeting (EOGM) of Adamjee Insurance Company Limited (the "Company") will be held at the Nishat Hotel, Gulberg, Lahore and through video link facility on Friday June 16, 2023, at 09:00 a.m. to transact the following special business:

1. To consider and if thought fit, to increase the authorized share capital of the Company from Rs. 3,750,000,000 to Rs. 30,000,000,000 by creation of 2,625,000,000 ordinary shares of Rs. 10 each and to alter Clause 5 of the Memorandum of Association and Article 4 of the Articles of Association of the Company by passing the following resolution as special resolution, with or without modification, addition or deletion:

RESOLVED:

1. "That the Authorized Share Capital of Adamjee Insurance Company Limited (the "Company") be increased from Rs. 3,750,000,000 divided into 375,000,000 shares of Rs. 10 each to Rs. 30,000,000,000 divided into 3,000,000,000 ordinary shares of Rs. 10 each".
2. "That consequent upon the said increase in Authorized Share Capital of the Company, Clause 5 of the Memorandum of Association and Article 4 of the Articles of Association of the Company be and are hereby altered to read as follows:

CLAUSE 5 OF THE MEMORANDUM OF ASSOCIATION

The Authorized Share Capital of the Company is Rs. 30,000,000,000 divided into 3,000,000,000 shares of Rs. 10 each having such rights, privileges and conditions attaching thereto as are provided in the Articles of Association of the Company with power to vary, modify or abrogate any such rights, privileges, or conditions and to increase, reduce, reorganize, consolidate, or subdivide the share capital into different kinds and classes in such manner as may for the time being provided by the Articles of Association of the Company.

ARTICLE 4 OF THE ARTICLES OF ASSOCIATION

The Authorized Share Capital of the Company is Rs. 30,000,000,000divided into 3,000,000,000 ordinary shares of Rs. 10 each".

1. "That the shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares in all respects in conformity with the provisions of Section 85 of the Companies Act 2017".
2. "That Chief Executive and Company Secretary of the Company be and are hereby jointly or severally authorized to complete all legal and corporate formalities for increasing the authorized capital of the Company and to effectuate this special resolution.

2. "To consider and, if thought fit, to pass, with or without modifications, the following special resolution to substitute Article 118 of the Articles of Association

Resolved That, Article 118 of the Articles of Association be and are hereby substituted to read as follows:

Resolved further that the Chief Executive and / or Company Secretary be and are hereby singly authorized to do all acts, deeds and things and take all steps to fulfill the legal, corporate and procedural formalities and all necessary actions ancillary and incidental including filing of requisite documents and returns as may be required with the Registrar of Companies, SECP and complying with all other regulatory requirements so as to effectuate the alteration in the Articles of Association of the Company and implementing this resolution.

Resolved further that the aforesaid alteration in the Articles of Association of the Company shall be subject to any amendment, modification, addition, or deletion as may be required in accordance with the applicable law and approved by the Chief Executive or Company Secretary which amendment, modification, addition or deletion shall be deemed part of this special resolution without the need for passing a fresh special resolution".

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3. To consider and if deemed appropriate, approve the circulation of Company's annual audited financial statements through QR enabled code and weblink as part of notice for annual general meeting and to pass the following resolution as an Ordinary Resolution, with or without modification:

"Resolved that the consent & approval of the members of Adamjee Insurance Company Limited (the "Company") be and is hereby accorded and the Company be and is hereby authorized to circulate of annual audited financial statements to its members through QR enabled code and weblink as part of the notice of annual general meeting."

"Further Resolved that the Chief Executive and the Company Secretary be and is hereby jointly or severally authorized to do all acts, deeds and things, take or cause to be taken any action as may be necessary, incidental or consequential to give effect to this resolution."

The statement under Section 134 (3) of The Companies Act, 2017 in respect of above-mentioned Special Businesses is attached herewith.

By Order of the Board

Lahore: May 26, 2023	Tameez-ul-Haque
	Secretary
N O T E S:

1. Book Closure
   The share transfer books of the Company will remain closed from June 10, 2023 to June 16, 2023 (both days inclusive). Transfers received in order at the office of the Company's Independent Share Registrar, M/s CDC Share Registrar Services Ltd., CDC House, 99- B, S.M.C.H.S, Main Shahrah e Faisal, Karachi by the close of business (5:00 PM) on June 9, 2023 will be treated in time for the purposes of attending and voting at the EOGM. Proxy Forms, in English and Urdu languages, have been dispatched to the members along with the notice of EOGM.
2. Instrument of Proxy
   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. Attendance
   To attend the meeting through video link, the members and their proxies are requested to register themselves by providing the following information along with their Name, Folio Number, Cell No., and Number of Shares held in their name, a valid copy of CNIC (both sides)/ passport attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at [e-mail]/or [e-mail] June 14, 2023:

Name of Member/

proxy holders

CNIC No.

Folio No./

Participant Id/

Account No.

Cell No./

WhatsApp's No.

Email ID.

The shareholders who are registered after the necessary verification shall be provided with a video link by the Company at the said email address. The login facility will remain open from the start of the meeting till its proceedings are concluded.

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1. Members who have deposited their shares into Central Depository Company of Pakistan Limited ("CDC") will further have to follow the applicable guidelines as laid down by the Securities and Exchange Commission of Pakistan in Circular No 1 of 2000.
2. Members are requested to be timely notified of any change in their addresses to our independent Share Registrar.
3. Notice to Shareholders who have not provided CNIC:

The shareholders who have not yet provided their CNICs are once again advised to provide the attested copies of their CNICs (if not already provided) directly to our Independent Share Registrar at the address given in Note No. 1.

7. Members may exercise their right to vote by means of postal ballot. The Postal Ballot form is attached with notice and available on Company Website. Postal Ballot should reach Chairman of the meeting on or before June 15, 2023 at 9th Floor, Adamjee House, I.I. Chundrigar Road, Karachi or [e-mail]./[e-mail].

Procedure for E-Voting

1. In accordance with the Companies (Postal Ballot) Regulation, 2018, (the "Regulations") the right to vote through electronic voting facility and voting by post shall be provided to members of every listed company for, inter alia, all businesses classified as special business under the Companies Act, 2017 in the manner and subject to conditions contained in the Regulations.
2. Details of e-Voting facility will be shared through e-mail with those members of the company who have valid cell numbers / e-mail addresses (Registered e-mail ID) available in the Register of Members of the Company by the end of business on June 9, 2023. Members who intend to exercise their right of vote through E-voting shall provide their valid cell numbers and email addresses on or before June 12, 2023.
3. Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.
4. Members shall cast vote for agenda item No. 1-3 online from June 13, 2023, till June 15, 2023 at 5:00 p.m. Voting shall close on June 15, 2023, at 5:00 p.m. A vote once cast by a Member shall not be allowed to be changed.

Procedure for Voting Through Postal Ballot

1. Members may alternatively opt for voting through postal ballot. For the convenience of the members, Ballot Paper is annexed to this notice and the same is also available on the Company's website www.adamjeeinsurance.com.
2. The members must ensure that the duly filled and signed ballot paper, along with a copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at the Company's Karachi Office, Adamjee House, 9th Floor, I.I. Chundrigar Road, Karachi, or email at [e-mail] one day before the EOGM, i.e., on June 15, 2023 before 5:00 p.m. A postal ballot received after this time / date shall not be considered for voting. The signature on the Ballot Paper shall match with signature on the CNIC.

Statement under Section 134(3) of The Companies Act 2017

This statement sets out material facts concerning the special businesses, proposed to be transacted at the extraordinary general meeting of the Company to be held on June 16, 2023.

1. To increase authorized capital

It is proposed to increase authorized share capital from Rs. 3,750 million to Rs. 30,000 million to facilitate further issues of capital as and when deemed necessary in accordance with growth plans and in the best interest of the Company and its stakeholders.

The existing paid up share capital of the Company is PKR 3,500 million divided into 350,000,000 ordinary shares of PKR 10 each while the exiting authorized share capital of the Company is PKR 3,750 million divided into 375,000,000 ordinary shares of Rs. 10/- each.

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To cater for the increase in paid up share capital of the Company in future, the authorized share capital of the Company needs to be enhanced. Accordingly, the Board of Directors has recommended to increase the authorized share capital of the Company from PKR 3,750 million divided into 375,000,000 ordinary shares of Rs. 10/- each to PKR 30,000 million divided into 3,000,000,000 ordinary shares of Rs. 10/- each by PKR 2,625 million i.e., creation of additional 2,625,000,000 ordinary shares of Rs. 10/- each.

The proposed increase in the authorized share capital of the Company will also necessitate amendment in Clause 5 of Memorandum of Association of the Company and Article 4 of the Articles of Association of the Company. The Board of Directors has also recommended the required alteration in the Articles Association of the Company to reflect increase in authorized share capital of the Company.

Reasons for alteration in authorized share capital

An alteration of authorized share capital is being proposed to enhance the existing authorized capital to allow future issue of shares in future. Additional authorized capital of PKR 26,250 million i.e., creation of an additional 2,625,000,000 ordinary shares of Rs. 10/- each is being proposed.

Reasons for alterations of Memorandum of Association

The Company is increasing its authorized share capital to cater for the future increase in paid-up share capital of the Company as mentioned hereinabove. Consequently, the provisions in the Memorandum of Association and Articles of Association relating to authorized share capital will need to be amended.

Existing Clause 5 of Memorandum of Association:

"The Authorized Share Capital of the Company is Rs. 3,750,000,000 divided into 375,000,000 shares of Rs. 10 each having such rights, privileges and conditions attaching thereto as are provided in the Articles of Association of the Company with power to vary, modify or abrogate any such rights, privileges or conditions and to increase, reduce, reorganize, consolidate or subdivide the share capital into different kinds and classes in such manner as may for the time being provided by the Articles of Association of the Company."

Proposed Clause 5 of Memorandum of Association:

"The Authorized Share Capital of the Company is Rs. 30,000,000,000 divided into 3,000,000,000 shares of Rs. 10 each having such rights, privileges and conditions attaching thereto as are provided in the Articles of Association of the Company with power to vary, modify or abrogate any such rights, privileges, or conditions and to increase, reduce, reorganize, consolidate, or subdivide the share capital into different kinds and classes in such manner as may for the time being provided by the Articles of Association of the Company. capital in accordance with the regulations for the time being in force, and in accordance with law."

Existing Article 4 of Articles of Association:

"The Authorized Share Capital of the Company is Rs. 3,750,000,000 divided into 375,000,000 ordinary shares of Rs. 10 each."

Proposed Article 4 of Articles of Association:

"The Authorized Share Capital of the Company is Rs. 30,000,000,000 divided into 3,000,000,000 ordinary shares of Rs. 10 each."

Interest of directors

No directors or Chief Executive of the Company or their relatives have any interest in the proposed alterations to the Memorandum of Association of the Company except in their capacities as directors/Chief Executive/shareholders of the Company.

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