TPL Insurance : Notice of Extraordinary General Meeting

TPL Insurance Limited

Notice of Extraordinary General Meeting

This is to inform you that pursuant to the Order of the High Court of Sindh at Karachi dated May 31, 2023, passed in Civil Miscellaneous Application No. 1309 of 2023, in the matter of Judicial Companies Miscellaneous No. 15 of 2023, an Extraordinary General Meeting of TPL Insurance Limited (the "Company") shall be held at, and conducted from, PSX Auditorium, Stock Exchange Building, Exchange Road, Karachi, including through video link facility, on June 27, 2023 at 11 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To approve the minutes of the Annual General Meeting held on April 27, 2023, and, if thought fit, to pass, with or without modification, the following resolution:

"RESOLVED THAT the minutes of Annual General Meeting of TPL Insurance Limited held on April 27, 2023 at 11:00

am be and are hereby approved."

SPECIAL BUSINESS:

2. Pursuant to the Order of the High Court of Sindh at Karachi dated May 31, 2023, passed in Civil Miscellaneous Application No. 1309 of 2023, in the matter of Judicial Companies Miscellaneous No. 15 of 2023, to consider and, if thought fit, to pass, with or without modification, the following resolution for, inter alia, the amalgamation of the Pakistan Branch of New Hampshire Insurance Company with and into the Company, along with all ancillary matters thereto, in accordance with the Scheme of Arrangement dated May 29, 2023, as approved by the Board of Directors of the Company on May 26, 2023.

The resolution proposed to be passed by the requisite majority under Sections 279 and 282 of the Companies Act, 2017 is as under:

"RESOLVED THAT the Scheme of Arrangement dated May 29, 2023, for, inter alia, the amalgamation of the Pakistan Branch of New Hampshire Insurance Company with and into TPL Insurance Limited, along with all ancillary matters thereto, placed before the meeting for consideration and approval, be and is hereby approved and adopted, along with any modifications / amendments required, or conditions imposed by the High Court of Sindh at Karachi, subject to sanction by the High Court of Sindh at Karachi, in terms of the provisions of the Companies Act, 2017."

ANY OTHER BUSINESS:

3. To transact any other business that may be placed before the meeting with the permission of the Chairman.

Copies of the (a) Statement of Material Facts under Section 134(3) of the Companies Act, 2017 concerning the Special Business; (b) Statement under Section 281 of the Companies Act, 2017; and (c) Scheme of Arrangement, are being circulated to the members along with this notice of the Extraordinary General Meeting.

By Order of the Board

Danish Qazi

Company Secretary

Karachi

Dated: June 06, 2023

Notes:

1. Registration to attend Extraordinary General Meeting through Electronic Means:

1. In the light of relevant guidelines issued by the Securities and Exchange Commission of Pakistan (SECP) from time to time, including vide letter No. SMD/SE/2/(20)/2021/117 date December 15, 2021, members are encouraged to participate in the Extraordinary General Meeting ("EOGM") through electronic facility organized by the Company.
   To attend the EOGM through electronic means, the Members are requested to register themselves by providing the following information through email at [e-mail] at least forty-eight (48) hours before the EOGM.

Name of Shareholder CNIC/NTN No.

Folio No/CDC A/c No.

Cell Number

Email Address

1. 1. Members will be registered, after necessary verification as per the above requirement, and will be provided a video- link by the Company via email.
   2. The login facility will remain open from 10:50 a.m. till the end of EOGM.
2. Closure of Share Transfer Books:
   The Share Transfer Book of the Company will remain closed from June 21, 2023 to June 27, 2023 (both days inclusive). Share Transfers received at THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan by the close of business hours (5:00 PM) on June 26, 2023, will be treated as being in time for the purpose of above entitlement to the transferees.
3. Participation in the EOGM:
   All members, whose names appear in the register of members of the Company as on June 26, 2023, are entitled to attend (in person or by video link facility or through Proxy) the EOGM and vote there at. A proxy duly appointed shall have such rights as respect to the speaking and voting at the EOGM as are available to a member. Duly filled and signed Proxy Form must be received at the Registrar of the Company, THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan, not less than 48 hours before the EOGM.
4. For Attending the EOGM:

1. In case of individual, the Account holder and/or Sub-account holder whose registration details are uploaded as per the CDC regulations, shall authenticate his/her identity by providing copy of his/her valid CNIC or passport along with other particulars (Name, Folio/CDS Account Number, Cell Phone Number) via email to aforementioned ID and in case of proxy must enclose copy of his/her CNIC or passport.
2. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be provided via email to aforementioned ID.

1. Change of Address:
   Members are requested to immediately notify the change, if any, in their registered address to the Share Registrar, THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan.
2. Conversion of Physical Shares into the Book Entry Form:
   The SECP through its letter No. CSD/ED/Misc/2016- 639-640 dated March 26, 2021 has advised listed companies to adhere to provisions of Section 72 of the Companies Act, 2017 by replacing physical shares issued by them into book entry form.
   The shareholders of the Company having physical folios / share certificates are requested to convert their shares from physical form into book-entry form as soon as possible. The shareholders may contact their Broker, CDC Participant or CDC Investor Account Service Provider for assistance in opening a CDS Account and subsequent conversion of the physical

shares into book-entry form. It would facilitate the shareholders in many ways including safe custody of shares, avoidance of formalities required for the issuance of duplicate shares, etc. For further information and assistance, the shareholders may contact our Share Registrar, THK Associates (Private) Limited.

1. Video Conferencing Facility
   The Company shall provide video conference facility to its members for attending the EOGM at places other than the town in which the EOGM is taking place, provided that if members, collectively holding 10% (ten percent) or more shareholding residing at a geographical location, provide their consent to participate in the meeting through video conference at least 7 days prior to date of the EOGM, the Company shall arrange video conference facility in that city, subject to availability of such facility in that city.
   In this regard, please fill the enclosed form and submit the same to the registered address of the Company 7 days before holding of the EOGM. The Company will, if such facility is available, intimate members regarding venue of video conference facility at least 5 days before the date of EOGM along with complete information necessary to enable them to access such facility.
2. Inspection of the relevant documents:
   Copies of the Memorandum and Articles of Association of the Company, Statement under Section 134(3) of the Companies Act, 2017 in respect of the material facts of the special business, Statement under Section 281 of the Companies Act, 2017, Scheme of Arrangement, and any other information relevant to the special business in respect of the Company shall be available upon request, and for inspection, by any person entitled to attend the EOGM from the registered office of the Company, located at 20th Floor, Sky Tower East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi, free of cost during normal office hours, from the date of this notice till the conclusion of the EOGM. The said information shall also be placed for inspection of members of the Company during the EOGM.
3. For Voting for Special Agenda Items:

1. Voting through Ballot Paper:

In accordance with regulation 8(2) of the Companies (Postal Ballot) Regulations, 2018, Members have the option to cast their votes using the enclosed ballot paper, a copy of which is also accessible on the Company's website. The duly filled in ballot paper should reach the chairman of the meeting through email at [e-mail] or through post to 20th Floor, Sky Tower-East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi, no later than one day prior to the EOGM, during working hours.

1. Electronic Voting:

In accordance with Regulation 4(4) of the Companies (Postal Ballot) Regulations, 2018, Members also have the option to cast their votes through e-voting. To facilitate this, THK Associates (Private) Limited, the e-voting service provider, will send an email on June 21, 2023, to members containing the web address, login details, password, and other necessary information. The facility for e-voting shall open on June 21, 2023 and shall close at 1700 hours (Pakistan Standard Time) on June 26, 2023.

10. Placement of notice on website:

The notice of the EOGM along with the statements, the Scheme of Arrangement and the latest annual Audited Financial Statements have also been placed on the website of the Company.

Statement under Section 134(3) of the Companies Act, 2017 concerning the Special Business to be transacted at

the Extraordinary General Meeting of TPL Insurance Limited

Subject to the sanction of the High Court of Sindh at Karachi, under the Scheme of Arrangement dated May 29, 2023, as approved by the Board of Directors of TPL Insurance Limited (the "Company") on May 26, 2023 (the "Scheme of Arrangement"), the undertaking of the Pakistan Branch (the "Pakistan Branch") of New Hampshire Insurance Limited ("NHIC") shall be amalgamated with and into the Company (the "Amalgamation") by transfer to and vesting in the Company the assets and liabilities of the Pakistan Branch (in the manner detailed and described in the Scheme of Arrangement), with effect from the date falling 7 (seven) business days after the Scheme of Arrangement has been sanctioned by the Court (the "Completion Date"), against the deposit of certain amounts by NHIC into the accounts of the Pakistan Branch.

The proposed Amalgamation detailed above, along with all ancillary and related matters thereto, shall be effective by way of the Scheme of Arrangement, in accordance with the provisions of Sections 279 to 282 and 285(8) of the Companies Act, 2017. The Scheme of Arrangement has been filed with the High Court of Sindh at Karachi vide Judicial Companies Miscellaneous No. 15 of 2023. Furthermore, in accordance with the directions of the High Court of Sindh, notice of the said petition shall be provided to the registrar, Securities and Exchange Commission of Pakistan.

A copy of the Scheme of Arrangement is available for inspection to any person entitled to attend the Extraordinary General Meeting, at the registered office of the Company, situated at 20th Floor, Sky Tower East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi, free of cost during normal office hours. Copies of the same may also be obtained upon request by such persons from the registered office of the Company free of cost during normal office hours. Furthermore, in accordance with the provisions of Section 282(2) of the Companies Act, 2017, a copy of the Scheme of Arrangement has been enclosed with the notice of the meeting circulated to the members of the Company. The same has also been placed on the Company's website.

The objects of the arrangement / Scheme of Arrangement are provided in detail in the Scheme of Arrangement. The Amalgamation would result in improved underwriting capacity for the Company, which would potentially result in more retention of insurance business in Pakistan which is currently ceded abroad to foreign reinsurers. The Insurer Financial Strength (IFS) Rating is also correlated with the excess solvency available with an insurer; therefore, it is anticipated that with additional excess solvency post Amalgamation, the Company will be able to improve its IFS rating and resultantly would be able to insure projects requiring higher IFS ratings. It is pertinent to mention that the assets forming part of the Pakistan Undertaking (to be amalgamated with and into the Company) are mostly in government bonds maturing in the short term; consequently, the valuation of the assets is on the face value of the instruments.

The Amalgamation is subject to obtaining, inter alia, the approval of the members and secured creditor of the Company, and relevant regulatory approvals, including the approval of the Securities and Exchange Commission of Pakistan under the Insurance Ordinance, 2000.

The Company and NHIC intend to complete all actions at the earliest, with the aim to have the Scheme of Arrangement sanctioned by the High Court by December 31, 2023.

The directors of the Company are interested in the Scheme of Arrangement to the extent of their directorships and shareholdings in the Company. The effect of the Scheme of Arrangement on the interests of these directors does not differ from its effect on the like interests of other members.

The directors of the Company shall continue as the directors after the arrangement (subject to their ceasing to be directors prior to the completion of the Amalgamation).

In view of the above, the Board of Directors of the Company have approved and recommended the Scheme of Arrangement, along with the arrangements stipulated thereunder which have been described above.

Statement under Section 281 of the Companies Act, 2017 concerning the Special Business

The statement setting forth the terms of the Scheme of Arrangement and explanation of its effects, including the interests of the directors of the Company and the effect of those interests and other ancillary information may be obtained upon request by any person entitled to attend the Extraordinary General Meeting from the registered office of the Company situated at 20th Floor, Sky Tower East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi, free of cost during normal office hours.

The aforesaid statement is also enclosed along with this notice of the Extraordinary General Meeting.