Adamjee Life Assurance : Notice of 14th Annual General Meeting

NOTICE OF 14TH ANNUAL GENERAL MEETING

No�ce is hereby given that the 14th Annual General Mee�ng of the Shareholders of Adamjee Life Assurance Company Limited will be held at ISE Auditorium, ISE Towers, 55-B, Jinnah Avenue, Blue Area, Islamabad, on Thursday April 27, 2023 at 02:00 p.m. to transact the following business:

Ordinary Business:

1. Confirm the minutes of 13th Annual General Mee�ng held on April 27, 2022;
2. Receive, consider and adopt Directors' report, Auditors' report and Audited Financial Statements for the year ended
   December 31, 2022;
3. Appoint Auditors for the year 2023 and fix their remunera�on. The re�ring auditors, M/s Yousuf Adil, Chartered Accountants have offered themselves for reappointment;

Special Business:

4. To consider and if deemed fit, to pass the following resolu�on as special resolu�on, with or without modifica�on(s), addi�on(s), or dele�on(s):

RESOLVED THAT "approval of the members of Adamjee Life Assurance Company Limited be and is hereby accorded in terms of Sub-Sec�on (4) of Sec�on 199 of The Companies Act, 2017 to further invest Rs. 15 Billion in the ordinary shares of the following Associated companies.

S. No.	Name of Associated Company	Investment	Previously		Additional Limit for
Approved Limits	Approval
1.	D G Khan Cement Company Limited	Ordinary shares	PKR	2,000	PKR 5,000 Million
Million
2.	MCB Bank Limited	Ordinary shares	PKR	5,000	PKR 5,000 Million
Million
3.	Nishat Mills Limited	Ordinary shares	PKR	2,000	PKR 5,000 Million
Million

FURTHER RESOLVED THAT "this special resolu�on shall be valid for a period of 05 Years and the Chief Execu�ve Officer and/or Chief Financial Officer and/or Company Secretary of the Company pursuant to the foregoing special resolu�on, for and on Behalf of the Company, be and are hereby singly empowered and authorized to take all steps and ac�on necessary, incidental and ancillary for the purchase of shares of associate companies or undertakings stated above and to do all acts, ma�ers, deeds and things as may be necessary or expedient for the purpose of giving effect to the spirit and intent of this special resolu�on and for comple�on of all legal formali�es and filling of necessary documents for the purpose of implementa�on of this special resolu�on".

FURTHER RESOLVED THAT "subsequent to the above said equity investment, Chief Execu�ve Officer and/or Chief Financial Officer and/or Company Secretary of the Company be and are hereby authorized singly to dispose of through any mode, a part or all of equity investments made by the Company from �me to �me as and when deemed appropriate and necessary in the best interest of the Company".

Statement undersec�on 134(3) of The Companies Act, 2017, comprising of Annexure pertaining to special business is being sent to the shareholders along with this no�ce.

5. Transact any other business as may be placed before the mee�ng with the permission of the chair.

	By Order of the Board
	Rahim Vallyani
Karachi: Thursday April 06, 2023	Company Secretary

Notes:

1. The Share Transfer Books of the Company shall remain closed from April 19, 2023 to April 27. 2023 (both days inclusive). Transfer received at the Share Registrar of the Company, by the close of business on April 18, 2023 will be treated in �me.

2. A member en�tled to a�end and vote at the Mee�ng may appoint another member as his/her proxy to a�end and vote for him/her provided that a corpora�on being a member may appoint as its proxy a person who is not a member and is duly authorized by the corpora�on. Proxy must be received at the Registered Office of the Company not later

than 05:00 p.m. on April 24, 2023.

3. The all Shareholders are requested to strictly follow the COVID-19 related SOPs issued by the Provincial and/or the Federal Government.

4. Participation in the AGM through Video link:

In accordance with the Circular No.4 of 2021 of the SECP, the Company has also provided members the facility of a�ending the general mee�ng through video link..:

The shareholders interested to par�cipate through video link are requested to please provide below informa�on at Email: [e-mail] at the earliest but not later than close of business on April 24, 2023.

Name of the	Company	CNIC Number	Folio	Cell Number	E-mail
Shareholder	Number	address
	Adamjee Life
	Assurance Co.

Please note that video link and login creden�als will be shared with only those members / designated proxies whose e- mail and other required informa�on are received in required �me as men�oned above.

a) Video-link for the mee�ng will be sent to members at their provided email addresses enabling them to a�end the mee�ng on the given date and �me.

b) Login facility will be opened thirty (30) minutes before the mee�ng �me to enable the par�cipants to join the mee�ng a�er the iden�fica�on process. Shareholders will be able to login and par�cipate in the mee�ng proceedings through their devices a�er comple�ng all the formali�es required for the iden�fica�on and verifica�on of the shareholders.

c) Shareholders may send their comments and sugges�ons rela�ng to the agenda items of the AGM at least two (2) working days before the mee�ng, at the given email address [e-mail]. Shareholders are requested to men�on their full name, CNIC # and Folio/CDC Account # for this purpose.

Shareholders are encouraged to par�cipate in the mee�ng to consolidate their a�endance and par�cipa�on through proxies.

1. CDC Account Holders will further have to follow the under men�oned guidelines as laid down in Circular 1 dated January 26, 2000 issued by the Securi�es and Exchange Commission of Pakistan

1. For attending the Meeting:
2. 1. In case of individuals, the account holder or sub-account holder and/or the person whose securi�es are in group account and their registra�on detail are uploaded as per the regula�ons, shall authen�cate his/her iden�ty by showing his/her original Computerized Na�onal Iden�ty Card (CNIC) or original passport at the �me of a�ending the Mee�ng.
   2. In case of corporate en�ty, the Board of Directors' resolu�on/power of a�orney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the �me of Mee�ng.
3. For appointing proxies:
4. 1. In case of individuals, the account holder or sub-account holder and /or the person whose securi�es are in group account and their registra�on details are uploaded as per the regula�ons, shall submit the proxy form as per the above requirement.
   2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be men�oned on the form.
   3. A�ested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
   4. The proxy shall produce his/her original CINC or original passport at the �me of the Mee�ng.
   5. In case of corporate en�ty, the Board of Directors' resolu�on/power of a�orney with specimen signature shall be submi�ed (unless it has been provided earlier) along with proxy form to the Company.

1. Availability of Audited Financial Statements on Company's Website
   The Company has placed the Audited Annual Financial Statements for the year ended December 31, 2022 along with Auditor's and Director's Reports thereon on its website: www.adamjeelife.com

1. Transmission of Financial Statements to the Members through e-mail
   Pursuant to Sec�on 223(6) of the Companies Act, 2017, , the Company is allowed to send Audited Financial Statements,
   Auditor's Report and Director's Report through e-mail to the members of the Company. Members desiring to avail this facility may provide the requisite informa�on to the Company Share Registrar, M/s. CDC Share Registrar Services Limited, CDC House, 99-B,Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi.
2. Transmission of the Annual Audited Financial Statements through CD/DVD
   The Company has circulated financial statements to its members through CD at their registered address. Printed copy of above referred statements can be provided to members upon request. Request form is available on the website of the Company i.e. www.adamjeelife.com
3. Procedure for E-Voting
   In accordance with the Companies (Postal Ballot) Regula�on, 2018, ("the Regula�ons") the right to vote through electronic vo�ng facility and vo�ng 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, ("the Act") in the manner and subject to condi�ons contained in the Regula�ons.
4. 1. Details of the e-vo�ng facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on April 18, 2023.
   2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-vo�ng service provider).

c) Iden�ty of the Members intending to cast vote through e-vo�ng shall be authen�cated through electronic signature or authen�ca�on for login.

d) Vo�ng lines will start from March 21, 2023, 09:00 a.m. and shall close on March 26, 2023 at 5:00 p.m. Members can cast their votes any �me in this period. Once the vote on a resolu�on is cast by a Member, he / she shall not be allowed to change it subsequently.

1. Procedure for Voting Through Postal Ballot
   Pursuant to Regula�ons, the right to vote through electronic vo�ng facility and vo�ng by post shall be provided to members of every listed company for all businesses classified as special business under the Act in the manner and subject to condi�ons contained in the Regula�ons in accordance with the requirements and procedure contained in the aforesaid Regula�ons. For convenience of the members, Ballot Paper is annexed to this no�ce and the same is also available on the Company's website www.adamjeelife.com to download.
2. Scrutinizer
   In accordance with the Regula�on 11 of the Regula�ons, the Board of the Company has appointed M/s Junaidy Shoaib
   Asad, Chartered Accountants, a QCR rated audit firm, to act as the Scru�nizer of the Company for the special business to be transacted in the mee�ng and to undertake other responsibili�es as defined in Regula�on 11A of the Regula�ons.
   The members shall ensure that the duly filled and signed ballot paper, along with a copy of Computerized Na�onal Iden�ty Card (CNIC) should reach the Chairman of the mee�ng through post at the Company's registered address, Adamjee Life Assurance Company Limited, 3rd & 4th Floor, Adamjee House, I.I Chundrigar Road, Karachi, Pakistan or
   email at [e-mail] one day before the AGM, i.e., on April 26, 2023, during working hours. The signature on the Ballot Paper shall match with signature on the CNIC.
   This postal Poll paper is also available for download from the website of Adamjee Life at www.adamjeelife.com or use the same as published in newspapers or received through post.
   Please note that in case of any dispute in vo�ng including the cas�ng of more than one vote, the Chairman shall be the deciding authority.
3. Members are required to �mely no�fy any change in their address to the Share Registrar of the Company M/s. CDC Share Registrar Services Limited, CDC House, 99-B,Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi.

Adamjee Life Assurance Company Limited

1. Dully filled ballot paper should be sent to the Chairman Office No. 505, 5th Floor, Islamabad Stock Exchange Towers, 55-B, Jinnah Avenue, Blue Area, Islamabad or email at [e-mail]

1. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
2. Ballot paper should reach the Chairman within business hours by or abefore Wednesday March 26, 2023. Any postal ballot received after this date, will not be considered for voting.
3. Signature on ballot paper should match with signature on CNIC/ Passport. (in case of foreigner).
4. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
5. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member. Ballot Paper form has also been placed on the website of the Company at: www.adamjeelife.com .
6. Ballot Paper form has also been placed on the website of the Company at: www.adamjeelife.com. Members may download the ballot paper from the website or use an original/photocopy published in newspapers.

Shareholder / Proxy holder Signature/Authorized

Signatory

(In case of corporate entity, please affix company stamp)