TPL Insurance : Notice of Extraordinary General Meeting

TPL Insurance Limited

Notice of Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting ("EOGM") of TPL Insurance Limited ("Company") will be held on Wednesday, 06 July, 2022 at 11:00 a.m. through electronic mode, to transact the following business:

ORDINARY BUSINESS:

1. To approve the minutes of the Annual General Meeting held on April 25, 2022.

"RESOLVED THAT the minutes of Annual General Meeting of TPL Insurance Limited held on April 25, 2022

at 11:00 am be and are hereby approved."

SPECIAL BUSINESS:

2. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017 to authorize the Company to make equity investment of Rs. 200 million in the associated company, TPL Life Insurance Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized to make equity investment of Rs. 200 million in its associated company TPL Life Insurance Limited."

"FURTHER RESOLVED THAT the Chief Executive Officer and the Company Secretary of the Company, be and are hereby authorized singly to take all necessary steps, as may be required in respect of the aforementioned investment and all other matters incidental and / or ancillary thereto".

ANY OTHER BUSINESS:

3. To transact any other business with the permission of the Chairman. By Order of the Board

Danish Qazi

Company Secretary

Karachi, June 15, 2022

Statement of Material Facts under Section 134(3) of the Companies Act, 2017 relating to the said Special Business:

Equity Investment of Rs. 200 Million in TPL Life Insurance Limited:

The Company is desirous of making investment in TPL Life Insurance Limited. The equity investment of PKR. 200 million has been approved/recommended by the Board of Directors of the Company (by way of circular resolution) on June 14, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No.	Requirement				Information
i.	Name of	the associated	company or		TPL Life Insurance Limited
	associated undertaking
ii.	Basis of relationship				Associated Company
iii.	Earnings per share for	the last three years		(Loss)/Profit per Share:
	of the Associated Company			2021: Rs. (1.38) 2020: Rs (2.94) 2019: Rs. (2.91)
iv.	Break-up value per share, based on latest		PKR 2.22 per share
	audited financial statements
v.	Financial	position of	the	associated		The extracts of the audited balance sheet and profit
	company					and loss account of the associated company as at and
						for the year ended December 31, 2021 is as follows:

	Balance Sheet	Rupees in 000's
	Non-current assets	25,202
	Other assets	975,506
	Total Assets	1,000,708
	Total Liabilities	585,762
	Represented by:
	Paid up capital	1,750,000
	Capital Reserve	-
	Accumulated (loss)	(1,455,054)
	Advance against right shares	120,000
	Equity	414,946

Profit and Loss

(Loss) / Profit before interest

(186,002)

and taxation

Financial charges

(470)

(Loss) before taxation

(186,472)

Taxation

(5,138)

Profit/(Loss) after taxation

(191,610)

vi

In case of investment in a

project of

an

N/A

associated company

/

undertaking that

has not commenced operations, in

addition to

the

information referred

to

above, the

following

further

information

is also required:

a)

a description of

the project and

its

history since conceptualization;

b)

starting date

and expected date

of

completion; c)

time

by

which such

project

shall

become

commercially

operational;

d) expected return on total capital

employed in the project; and

e)

funds

invested

or

to

be invested

by

the

promoters

distinguishing

between

cash

and non-cash amounts;

vii.

Maximum amount of investment/advance

to be

PKR 200 million

made

viii.

Purpose, benefits likely to accrue to the

The investment in TPL Life Insurance Limited would enable

investing company and its members from

TPL Insurance Limited to expand its footprints in life insurance

such

investment

and

period

of

market. The Company would be able to use TPL Life's expertise

investment;

and relationships to grow its non-life business.

ix.

Sources

of

funds

to

be

utilized

for

Company's internal resources.

investment and where the investment is

intended to be made using borrowed

funds,-

(I)

justification for

investment through

borrowings;

(II)

detail

of

collateral, guarantees

provided

and

assets

pledged for

obtaining such funds; and

(III)

cost benefit analysis;

x.

Salient

features of

the

agreement(s), if

N/A

any,

with

associated

company

or

associated

undertaking with

regards to

the proposed investment;

xi.

Direct or

indirect interest,

of

directors,

TPL Life Insurance Limited is a subsidiary of TPL Corp

sponsors, majority shareholders and their

Limited, the parent company of TPL Insurance Limited. Mr.

relatives,

if

any,

in

the

associated

Muhammad Aminuddin, the CEO of TPL Insurance Limited,

company/undertaking

or

the

is member of Board of Directors of TPL Life Insurance

transaction under consideration

Limited.

xii.

In case

any

investment

in

associated

N/A

company or associated

undertaking has

already

been

made, the

performance

review

of

such

investment including

complete information/justification for

any

impairment or write

offs; and

xiii.

Any

other

important details

necessary

N/A

for the members to understand the

transaction;

xiv.

Maximum price at which securities will be

At par value of Rs. 10/- per share

acquired;

xv.

In case the purchase price is higher

than

N/A

market value

in case of listed securities

and fair value

in case of unlisted securities,

justification thereof

xvi

maximum

number

of

securities

to be

20 million ordinary shares of Rs. 10/- each

acquired

xvii.

number

of

securities

and

percentage

Before the proposed investment

thereof

held

before

and

after

the

proposed investment

No. of shares: 0 Percentage: 0%

After the proposed investment

No. of shares: 20 million shares Percentage: 9.66%

xviii.

Current and preceding twelve weeks'

weighted average market

price

where

Not applicable

investment is proposed to be made in

listed securities;

xix.

Fair

value

determined

in terms of

sub-

regulation

(1)

of

regulation

5

for

Rs. 24/- per share

investments in unlisted securities

Notes

1. Reason for holding EOGM through electronic mode:
   In view of the threat of pandemic outbreak and to protect the wellbeing of shareholders, the Company requests its members to attend and participate in the general meeting through video link facility only to avoid large gathering at one place.
   Therefore, to attend and participate in the EOGM through video link facility, members are requested to register their particulars (Name, Folio/CDS Account Number, CNIC Number and Cell Phone Number) with the Company Secretary by emailing to [e-mail] least 24 hours before the time of EOGM.
   The members can also provide comments/suggestions for the proposed agenda items of the Extraordinary General Meeting by emailing the same to [e-mail].
2. Closure of Share Transfer Books:
   The Share Transfer Book of the Company will remain closed from July 04, 2022 to July 06, 2022 (both days inclusive). Share Transfers received at M/s 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 July 01, 2022, will be treated as being in time for the purpose of above entitlement to the transferees.
3. Participation in the Meeting:
   All members of the Company are entitled to attend the meeting and vote there at through Proxy. A proxy duly appointed shall have such rights as respect to the speaking and voting at the meeting as are available to a member. Duly filled and signed Proxy Form must be received at the Registrar of the Company M/s 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 Meeting.
4. For Attending the Meeting:

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.

5. Change of Address:

Members are requested to immediately notify the change, if any, in their registered address to the Share Registrar M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan.