Reliance Insurance : Notice of 40th advance copy of Annual General Meeting

RELIANCE INSURANCE COMPANY LIMITED

Notice of the Forty Annual General Meeting

Notice is hereby given that the 40th Annual General Meeting of the Shareholders of RELIANCE INSURANCE COMPANY LIMITED will be held on Saturday the 30th April, 2022 at 12.15 p.m. at the Head Office of the Company at RELIANCE INSURANCE HOUSE 181-A Sindhi Muslim Housing Society near Mehdi Tower, off: Sharah-e-Faisal, Karachi, to transact the following business:

ORDINARY BUSINESS:

• 1. To confirm the Minutes of the 39th Annual General Meeting of the Company held on 29th April, 2021.

• 2. To receive, consider and adopt the Audited Accounts of the Company for the year ended 31st December, 2021 together with Chairman's Review, Directors' and Auditors' Reports thereon.

• 3. To consider and approve payment of Cash Dividend at the rate of 5% to the shareholders as recommended by the Board of Directors.

• 4. To appoint Auditors of the Company and fix their remuneration for the year ending December 31, 2022. The retiring Auditors M/s. Kreston Hyder Bhimji & Co., Chartered Accountants have completed five years as Auditors of the Company and are no longer eligible for appointment. The Board of Directors and Audit Committee have recommend the appointment of M/s. BDO Ebrahim & Co., Chartered Accountants who have indicated their consent to act as Auditors.

• 5. To elect Ten (10) Directors of the Company as fixed by the Board in the meeting held on March 26, 2022 in accordance with the provision of Section 159(1) of the Companies Act, 2017 for a period of three (3) years commencing from April 30, 2022. All the retiring directors are eligible to offer themselves for re-election. The retiring directors are:

Mr. Irfan Zakaria Bawany	Mr. Muhammad Omar Bawany
Mr. Ahmed Ali Bawany	Mr. Noor M. Zakaria
Mr. Zia Zakaria	Mr. Muhammad Patel
Mr. Naeem Ahmed Shafi	Ms. Tasneem Yusuf
Mr. Jahangir Adam
SPECIAL BUSINESS:

6. To consider and approve the issuance of bonus shares @ 5% i.e. 5 ordinary shares for every 100 ordinary shares held, out of Company's profit for the year ended December 31, 2021 as recommended by the Board of Directors by passing the following Ordinary Resolutions:

To consider and if thought fit to pass with or without modification the following resolutions:

Resolved "that a sum of Rs.30,175,940/- out of Company's profit be capitalized and applied for issue of 3,017,594 ordinary shares of Rs.10 each and allotted as fully paid up shares to those members whose name appear in the members register of the Company at the close of business on 19th April, 2022 in the ratio of 5 shares for every hundred shares held."

Further Resolved "that Bonus shares forming part of such fraction holding which is not in exact multiple of 5:100 shares will be sold in the Stock Market and to pay the proceeds of sale thereof, when realized, to a Charitable Institution.

That for the purpose of giving effect to the foregoing, the Chief Executive and Company Secretary be and is hereby authorized to give such directions as may be necessary and as they deem fit to settle any questions or any difficulties that may arise in the distribution of the said new shares or in the payment of sale proceeds of the fractional shares".

7. To transact any other business with the permission of the Chair.

The statement under Section 134(3) of the Companies Act, 2017, pertaining to the special business referred to above is being circulated to the Shareholders along with the notice of the Meeting.

The Share Transfer Books of the Company will remain closed from 20th April, 2022 to 30th April, 2022 (both days inclusive).

By order of the Board

(GHULAM HAIDER)

Karachi: 26th March, 2022

Company Secretary

NOTES:

In view of the prevailing situation of post-pandemic waves of infection and in line with the directions issued to listed companies by the Securities and Exchange Commission of Pakistan, vide its Circular No.4 of 2021 dated February 15, 2021 and subsequent Circular No.6 of 2021 dated March 3, 2021, the Company has decided to hold its Annual General Meeting through electronic means.

1. Participating in the AGM proceeding through video conferencing facility:

• a) AGM will be held through Zoom application - a video link facility.

• b) The notice will also be uploaded on the website of the Company.

• c) Shareholders interested in attending the AGM through Video Link (Zoom) will be requested to get themselves registered with the Company Secretary office at least two working days before the AGM [e-mail] by providing the following details:

Name of Shareholder:CNIC No. :Folio No. /CDS folio No:Cell No:Email address:

Login facility will be opened thirty minutes before the meeting time to enable the participants to join the meeting after identification process. Shareholders will be able to login and participate in the AGM proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.

d) Shareholders may send their comments and suggestions relating to the agenda items of the AGM to the Company Secretary office at least two working days before the AGM, at above given email address, WhatsApp or SMS on 0300-2014607. Shareholders are required to mention their full name, CNIC No and Folio/CDS No. for this purpose.

e) Shareholders will be encouraged to participate in the AGM to consolidate their attendance and participation through proxies.

2. A member of the Company entitled to attend and vote may appoint any other member as his/her proxy to attend and vote on his/her behalf. PROXIES MUST BE RECEIVED AT THE HEAD OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

3.

CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated January 26, 2000 issued by 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 person whose securities are in group account and their registration details are up-loaded 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 requirements.

  • 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 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 of the nominee shall be submitted (unless it has been provided earlier) alongwith proxy form to the Company.

• 4. ELECTION OF DIRECTORS

  Any person who seeks to contest election of Directors shall, whether he/she is retiring Director or otherwise shall file the following documents and information with the Company at its Head Office located at 181-A, Sindhi Muslim Co-operative Housing Society Karachi not later than fourteen (14) days before the date of Annual General Meeting of the Company for a period of three years.

  • I. Notice of his/her intention to offer himself/herself for election in terms of Section 159(3) of the Companies Act, 2017 with the consent to act as a director in Form 28 in term of Section 167(1) of the Companies Act, 2017.

  • II. Independent Director(s) will be elected through the process underlined in terms of section 159 of the Act and must meet the criteria laid down in Section 166 of the Companies Act, 2017 and the Companies (Manner and Selection of Independent Directors) Regulations 2018. Accordingly, the following additional documents should be submitted by the candidates intending to contest election of directors as an independent director:

    (a) Declaration by Independent Director(s) under Clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulation 2019; and

    (b) Undertaking on non-judicial stamp paper that he/she meet the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Directors) Regulations, 2018.

  • III. Detailed profile along with his/her office address for placement of Company's website seven days prior to the date of election as required under SRO 1196(1)/2019 dated October 3, 2019 of the Securities and Exchange Commission of Pakistan (SECP).

  • IV. An attested copy of valid Computerized National Identity Card, NTN and his/her folio No./CDC Investor Account No./CDC Participate ID No./Sub-Account No.

  • V. Declaration in respect of being complaint with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria, as set out in Section 153 of the Companies Act, 2017 to act as director of a listed company;

  • VI. Information on Annexure A and affidavits on Annexure B & C required under the Insurance Companies (Sound and Prudent Management) Regulations 2012.

  No director have direct or indirect interest in the above said business except that they may consent for election of directors accordingly.

• 5. ELECTRONIC TRANSMISSION OF ANNUAL FINANCIAL STATEMENTS AND NOTICES

  Pursuant to Notification vide SRO. 787(1)/2014 of September 8, 2014, the SECP has directed to facilitate the members of the Company receiving annual financial statements and notices through electronic mail