EFU General Insurance Limited Karachi Annual Meeting Notice

E F U GENERAL INSURANCE LIMITED NOTICE OF MEETING Notice is hereby given that the 81st Annual General Meeting of the Shareholders of E F U General Insurance Ltd. will be held at Al-Malik Centre, 70 W, F-7/G-7, Jinnah Avenue, (Blue Area), Islamabad on Saturday April 5, 2014 at 10 a.m. to:-A. ORDINARY BUSINESS 1. confirm the minutes of the 80th Annual General Meeting held on April 4, 2013. 2. receive, consider and approve the Audited Financial Statements for the year ended December 311 2013 together with the Directors' and Auditors reports thereon. 3. consider and if thought fit to approve the payment of Final Dividend at the rate of Rs. 4 per share as recommended by the Board of Directors and also approve the 10% Interim Dividend already paid to the Shareholders for the year ended December 31, 2013. 4. appoint Auditors for the year 2014 and fix their remuneration. B. SPECIAL BUSINESS 5% consider and if thought fit to pass the following Ordinary Resolution with or without modification(s): RESOLVED that a sum of Rs. 350,000,000 out of the free reserves of the Company be capitalised and applied to the issue of 35,000,000 Ordinary Shares of Rs.10/- each and allotted as fully paid Bonus Shares to the Members, who are registered in the Books of the Company at the close of business on March 27, 2014 in the proportion of seven new shares for every twenty five existing Ordinary Shares held and that such new shares shall rank pail passu with the existing Ordinary Shares of the Company. FURTHER RESOLVED that the members' fractional entitlement to Bonus Shares may be consolidated and sold in the stock market and the net sale proceeds of such fractional entitlements when realized be paid to a charitable institution. That for the purpose of giving effect to the foregoing, the Managing Director/Chief Executive or the Corporate Secretary be and are hereby singly authorised to give such directions as may be necessary and settle any questions or any difficulties that may arise in the distribution of the said new shares or in the payment of the sale proceeds of the fractions. 6. consider and if thought fit to pass the following Special Resolution with or without modification(s): RESOLVED that consent of the Company be and is hereby accorded to further invest maximum of Rs,100,000,000 (Rupees One hundred million only) in the shares of EFU Life Assurance Ltd., an associated public limited company. This investment be made from time to time as the Managing Director (Chief Executive) and/or other Attorney(s) of the Company may deem fit. FURTHER RESOLVED that Chief Executive or Corporate Secretary be and are hereby individually authorised to fulfill all legal and corporate formalities for making the above investment. FURTHER RESOLVED that the Special Resolution be and is hereby passed for the purpose of compliance of Section 208 of the Companies Ordinance, 1984. 7. consider and if thought fit to pass the following Special Resolution with or without modification(s): RESOLVED that the Authorised Share Capital of the Company be and is hereby increased from Rs.1,500,000,000 to Rs. 2,000,000,000 by the creation of 501000,000 new shares of Rs. 10/- each and the Memorandum and Articles of Association of the Company be amended as under: That the words and figures "Rs. 1,500,000,000 (Rupees One billion and five hundred million) divided into Rs.150,000,000 Ordinary Shares of Rs.10/- each" appearing in Clause V of Memorandum of Association and Clause 4 of Articles of Association of the Company be substituted with words and figures "Rs. 2,000,000,000 (Rupees Two billion) divided into 200,000,000 Ordinary Shares of Rs.10/- each". 8. transact any other matter with the permission of the Chair. Attached to this notice of meeting being sent to the members is a statement under Section 160(1)(b) of the Companies Ordinance 1984 setting forth all material facts concerning the resolutions contained in item 5, 6 and 7 of the notice. By Order of the Board Altaf Qamruddin Gokal Karachi Chief Financial Officer February 14, 2014 & Corporate Secretary NOTES 1. A member entitled to attend and vote at the General Meeting is entitled to appoint another member as a proxy to attend and vote in respect of him. Form of proxy must be deposited at the Company's Registered Office not later than 48 hours before the time appointed for the meeting. 2. Guidelines for attending the meeting and appointing proxy by the CDC Account Holders are being sent to all the members. 3. The Share Transfer Books of the Company will be closed from March 28, 2014 to April 5, 2014 (both days inclusive). Transfers received in order by our Shares Registrar, Technology Trade (Pvt) Ltd., Dagia House, 241-C, Block-2, P.E.C.H.S., Shahrah-e-Quaideen, Karachi at the close of business on March 27, 2014 will be considered in time to attend and vote at the meeting and for the entitlement of Dividend and Bonus Shares. 4. Members are requested to communicate to our Shares Registrar of any change in their addresses.