Karachi: We enclose a copy of Notice of Meeting of our 79~ Annual General Meeting to be held on April 14, 2012.
Notice of Meeting
Notice is hereby given that the 79th Annual General Meeting of the Shareholders of EFU General Insurance Limited will be held at the Registered Office of the Company at Dodhy Building, 2nd Floor, 52-F, Jinnah Avenues (Blue Area) Islamabad on Saturday April 14, 2012 at 9:30 a.m. to:
A. Ordinary Business:
1. Confirm the minutes of the 78th Annual General Meeting held on April 27, 2011.
2. Confirm, the minutes of Extraordinary General Meeting held on July 9, 2011.
3. Receive, consider and approve the Audited Financial Statements for the year ended December 31, 2011 together with the Directors’ and Auditors’ reports thereon.
4. Consider and if thought fit to approve the payment of Dividend at the rate of Rs. 2.75 per share for the year ended December 31, 2011 as recommended by the Board of Directors.
5. Appoint Auditors for the year 2012 and fix their remuneration.
6. Consider and if thought fit to pass the following Resolution with or without modification(s) as Special Resolution.
“RESOLVED that the approval accorded for Investment in Shares of EFU Life Assurance Limited, an associated company, of Rs. 300 million in the Annual General Meeting of April 27, 2007 of which Rs. 250.21 million have been invested and Rs. 49.79 million remaining un-invested be and is hereby revalidated and the said amount be invested within a period of two years.
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.”
7. 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.
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. CDC Account holders are advised to follow the following guidelines of the Securities and Exchange Commission of Pakistan.
A. For attending the meeting:
i. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.
ii. In case of corporate entity, the Board of Directors’ 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.
B. For appointing proxies:
i. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
ii. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
iii. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
iv. The proxy shall produce his original CNIC or original passport at the time of the meeting.
v. In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
3. The Share Transfer Books of the Company will be closed from April 7, 2012 to April 14, 2012 (both days inclusive). Transfers received in order by our Shares Registrar, Technology Trade (Pvt) Ltd., Dagia House, 241-C, Bloelc-2, P.E.C.H.S., Shabrah-e-Quaideen, Karachi at the close of business on April 6, 2012 will be considered in time to attend and vote at the meeting and for the entitlement of Dividend.
4. Members are requested to communicate to our Shares Registrar of any change in their addresses.
Statement under section 160 of the Companies Ordinance, 1984 pertaining to the Special business:
1. This statement sets out the material facts pertaining to the Special business to be transacted at the Annual General Meeting of the Company to be held on April 14, 2012.
2. Item 6 regarding investment in associated company:
The Shareholders previously at the Annual General Meeting held on April 27. 2007 had approved investment in shares of an associated Company EFU Life Assurance Limited, upto an amount of Rs. 300 million and the Managing Director (Chief Executive) and/or other attorney(s) of the Company were authorized to make the investment from time to time as they deem fit, Rs. 250.21 million has been invested in shares of EFU Life Assurance Limited, against approval of Rs. 300 million and an amount of Rs, 49.79 million still remains un- invested. Regulation No. S of Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2012 require revalidation for the remaining un-invested amount of Rs. 49.79 million out of the previous approval of April 27, 2007 at this meeting by the Shareholders.
The details and information to be furnished regarding item No. 6 investment in associated company are as under:
EFU Life Assurance Limited is the leading life insurance company in the private sector in the country. As on December 31, 2011 it had asset base of Rs. 28 Billion, Its After tax profit for the years 2009, 2010 and 2011 have been Rs, 711.66 million, Rs. 363.24 million and Rs. 578.37 million respectively. EFU Life as on December 31, 2011 has Paid-up Capital of Rs. 850 million, General Reserve of Rs. 232.50 million and Accumulated Surplus of Rs. 650.14 million.
The information required under Companies (Investment in Associated Companies or Associated Undertakings) Regulation, 2012 is as under:
Regulation No. 3(1)a:
i. Name of Associated Company along with criteria based on which the associated relationship is established:
EFU Life Assurance Ltd. being associated on the basis of more than 20% holding by EFU General Insurance Limited.
ii. Purpose, benefits and period of investment;
Long-term strategic investment for better return and capital appreciation by way of purchase from time to time from the Stock Exchange at a price ruling on the date of purchase.
iii. Maximum amount of investment:
Rs. 49.79 million being amount remaining un-invested out of Rs. 300 million as approved previously at the Annual General Meeting held on April 27, 2007 in Ordinary shares of Rs. 10 each.
iv. Maximum price at which securities will be acquired:
Not more than the price quoted on Stock Exchange.
v. Maximum number of securities to be acquired:
Equivalent to the amount of Investment.
vi. Number of securities and percentage thereof held before and after the proposed Investment; 35,920,416 shares (42.26 %) held to date i.e. before proposed investment. Number of Shares and percentage after proposed investment will depend on the prevailing prices at the time of actual acquisition of shares which could vary with the market price at which shares are purchased in future.
vii. Average of the preceding twelve weekly average price of the security intended to be acquired:
Rs. 78.6 per share
viii. In case of investment in unlisted securities, fair market value of such securities determined in terms of regulation 6(1):
ix. Break-up value of securities intended to be acquired on the basis of the latest audited financial statements:
As on December 31, 2011 Rs. 20.38
x. Earnings per share of the associated company or associated undertaking for the last three years:
Year ended December 31, 2011 – Rs. 6.80
Year ended December 31, 2010- Rs. 4.27
Year ended December31, 2009- Rs. 8.37
Sources of fund from which securities will be acquired:
xi. Where the securities are intended to be acquired using borrowed fund:
i. justification for investment through borrowings; and
ii. detail of guarantees and assets pledged for obtaining
xiii. Salient features of the agreement(s), if any, entered into with its associated company or associated undertaking with regards to the proposed investment;
xiv. Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration:
No Director or Chief Executive has any interest in the proposed investments, except in their individual capacities as “Directors/Chief Executive” and/or as shareholders of the Company.
xv. Any other important details necessary for the members to understand the transaction;
xvi. In case of Investment in securities of a project of an associated company or associated undertaking that has not commenced operations, in addition to the information referred to above, the following further information, is required, namely,-
(i) Description of the project and its history since conceptualization;
(ii) starting and expected dated of completion of work;
(iii) Time by which such project shall become commercially operational; and
(iv) expected time by which the project shall start paying return on investment;
Regulation No. 3(3)
(1) The directors of the investing company while presenting the special resolution for making investment in its associated company or associated undertaking shall submit an undertaking to the members of the investing company that they have carried out necessary due diligence for the proposed investment.
The Directors of the Company submit that they have carried out necessary due diligence for the proposed investment in shares of EFU Life Assurance Limited.
Regulation No. 4
Other information to be disclosed to the members:
(1) If the associated company or associated undertaking in which the investment is being made or ally of its sponsors or directors is also a member of the investing company, the information about interest of the associated company or associated undertaking and its sponsors and directors in the investing company shall be disclosed in the notice of general meeting called for seeking members’ approval pursuant to section 208 of the Ordinance.
EFU Life Assurance Limited, is holding 8,516,316 Shares to date of the investing Company EFU General Insurance Ltd. No Director or Chief Executive has any interest in the investing company except in their individual Companies as “Directors/Chief Executive” and/or as shareholders of the investing Company. The Shareholding of the Directors is Mr. Saifuddin N. Zoomkawala 222,667, Mr. Hasanali Abdullah 111,270, Mr. Rafique R. Bhimjee 10.362,460, Mr. Jahangir Siddiqui 10,956, Mr. Muneer R. Bhimjee 9,978,590 and Mr. Taher G. Sachak 1,280.
(2) In case any decision to make investment under the authority of a resolution passed pursuant to provisions of section 208 of the Ordinance is not implemented either fully or partially till the holding of subsequent general meeting(s), the status of the decision must be explained to the members through a statement having the following details namely.
For more information, contact:
EFU General Insurance Limited
EFU House, M.A. Jinnah Rood.
P. O. Box 5005, Karachi- 74000.
Phones: 32313471 -90