Atlas Insurance Limited’s notice of annual general meeting

Karachi: Enclosed please find a copy of the Notice of Annual General meeting to be held on April 10, 2012, for circulation amongst your members.

Notice of Annual General Meeting

Notice is hereby given that the 77th Annual General Meeting of the members of Atlas Insurance Limited will be held on Tuesday April 10, 2012 at 03:00 p.m. at 3-Bank Square Shahrah-e-Quaid-e-Azam, Lahore to transact the following business:

Ordinary Business:

1. To confirm the minutes of the last Annual General Meeting held on March 31, 2011.

2. To receive consider and adopt the Audited Financial Statements of the Company for the year ended December 31, 2011. Together with the Directors’ and Auditors thereon.

3. To consider and approve cash dividend of Rs. 4 per share i.e. 40% for the year ended December 31, 2011, as recommended by the Board of Directors.

4. To elect Directors of the Company for a period of three years, in accordance with the provisions of Section 178 of the Companies Ordinance, 1984 (the Ordinance). The Board of Directors has fixed the number of Directors to be elected as seven (7). The retiring Directors are:

1. Mr. Yusuf H. Shirezi
2. Mr. Aitzaz Shahbaz
3. Mr. Azam Faruque
4. Mr. Ali. H. Shirazi
5. Mr. Fahim Ali Khan
6. Mr. Jaweid Iqbal Ahmed
7. Mr. Arshad P. Rena

All the retiring Directors are eligible to offer themselves for re-election. In terms of Section 178 (3) of the Ordinance, any person who seeks to contest an election to the office of Director, whether he is a retiring Director or otherwise, shall file with the Company, not later than fourteen days before the date of the meeting. a notice of his intention to offer himself for election as a Director.

5. To appoint auditors and fix their remuneration for the year ending December 31, 2012. The present auditors M/s. Ernst & Young Ford Rhodes Sidat Hyder, Chartered Accountants, retiring and being eligible, offer themselves for reappointment.

Special Business:

To Consider and approve the bonus shares issue @20% (two bonus shares for every ten shares held) for the year ended December 2011 as recommended by the Board of Directors.

To consider and, if thought fit, to pass with or without modification the following resolution as Ordinary Resolutions.

Resolved:

a) that a sum of Rs. 88,587,600 of Company’s profit be capitalized for issuing 8,858,760 fully paid ordinary shares of Rs. 10 each as bonus shares to be those shareholders whose names stand in the register of member at the close of the business on April in the proportion of two bonus shares for every ten shares held by a member. The said shares shall rank pari passu with the existing shares of the Company as regards future dividend and in all other respects.

Further Resolved:

b) that all the fractional bonus shares shall be combined and the Directors and be and are hereby authorized to combine and sell the fraction shares in the stock market and pay the proceeds of sales thereof when realized to a charitable institution approved under the Income Tax Ordinance 2001.

7. To consider shares Capital and, if thought fit, to pass with or without modification the following resolution as Special Resolution:

Resolved:

a) the authorized share capital of the Company be and is hereby increased to Rs. 800,000,000 (Rupees eight Hundred million only) dividend into 80,000,000 (Eight million) shares of Rs. 10 (Rupees ten only) each.

Further Resolved

b) That Clause V of the Memorandum of the Association of the Company be and is hereby amended to be read as follows.

“The share capital of the Company is Rs. 800,000,000 (Rupees eight hundred million only) dividend into 80,000, 000 (Eight million) ordinary shares of Rs. 10 (Rupees ten only) each, with powers to increase or reduce the Capital, to divide the shares of the Capital into several classes and to attach thereto respectively such ordinary, or preferential rights and privileges, conditions or restrictions in such manner as mat from time to time, be provided by the regulations of the Company.

Further Resolved:

c) That the Article 4 of the Articles of Association of the Company be and is hereby amended to be read as follows.

“The shares capital of the Company of Rs. 800,000,000 (Rupees eight hundred million only) dividend into 80,000, 000 (Eight million) ordinary shares of Rs. 10 (Rupees ten only) each, with powers to increase or reduce the capital to divide the shares of the capital into several classes and to attach thereto respectively such ordinary or preferential rights and privileges, conditions or resolutions of the Company

Further Resolved:

d) that the Chief Executive Officer of the Company be and is hereby authorized to complete all such legal formalities to give effect to the aforesaid Resolution (s) on behalf of the Company. In case of any change / attorney is pointed out by the Securities and Exchange Commission of Pakistan and any other competent authority in the aforesaid Resolution (s) the Chief Executive Officer be and is hereby authorized to make necessary modifications/ corrections.

Further Resolved:

e) that the remuneration of the Chief Executive Officer of the Company as fixed by the Board for the financial year ending December 31, 2012 be and is hereby approved.

Other Business:

8. To consider any other business with the permission of the Chair.

The Statement under Section 160 (1) (b) of the Ordinance, pertaining to the special business referred to above is being circulated to the members along with the Notice of the Meeting.

Notes:

1. The Share transfer books of the Company will remain closed from April 4, 2012 to April 10, 2012 (both days inclusive).

2. A member entitled to attend and vote at the meeting mat appoint another member as his/ Her proxy t attend and vote on his/ her behalf. The proxy forms must be received at the registered officer of the Company at 3-Bank Square, Sharah-e-Quaid-e-Azam, Lahore duly stamped signed and witnessed not later than forty eight (48) hours before the meeting.

3. Atlas individual Beneficial Owner of Central Depository of Pakistan Limited (CDC) entitled and vote at the meeting must bring CNIC or passport along with CDC account to prove his / her identity and in case of proxy must enclose attested copy of his / her CNIC or passport. Representatives of corporate members should bring the usual documents required for such purpose.

4. Members are requested to immediately inform the Company’s share registrar of any change in their address.

5. Members are requested to provide by mail or fax photocopy of their CNIC or passport (in case of foreigner) unless it has been provided earlier enabling the Company to comply with relevant laws.

Statement Under Section 180 (1) (b) of the Companies Ordinance, 1984

This Statement is annexed to the Notice of the 77th Annual General Meeting of Atlas Insurance Limited to be held on April 10, 2012. At which special business is to be transacted. The purpose of this statement is to set forth the material facts concerning such special business.

Item No. 6 of the Agenda

The Board of Directors (the Board) has recommended to the members of the Company to declare dividend by way of issue of fully paid bonus shares @ 20% for the year ended December 31, 2011 and thereby capitalize a sum of Rs. 88,587,600. The Directors have also recommended that all the fractional bonus shares shall be combined and the Directors be authorized to combine and sell the fractional shares so combined in the stock market and pay proceeds of sales thereof when realized to a charitable institution approved under the Income Tax Ordinance, 2001.

Directors are interested in the business only to the extent of their entitlement of bonus shares as shareholders.

Item No. 7 of the Agenda

The present Authorized Capital of the Company needs to be increased to facilitate the issuance of the proposed bonus shares. Accordingly, the Board in its meeting held on March 8, 2012 has recommended to increase the Capital from Rs. 500,000,000 (Rupees five hundred million only) to Rs. 800,000,000 (Rupees eight hundred only) by creation of 80,000,000 (Eighty million) new ordinary shares of Rs. 10 (Rupees ten only) each. Increase in Authorized Capital will also necessitate amendments in Clause V of the Memorandum and Article 4 of the Articles of Association of the Company. The Directors are not interested in the business except as shareholders of the Company.

Item No. 7 (e) of the Agenda

Approval is being sought for the annual increase in the remuneration of the Chief Executive Officer, as fixed by the Board, working whole time with the Company. The Chief Executive Officer is interested only in the remuneration payable to him.

Status of Approvals for investments in Associated Companies

As required by the SRO No. 865 (I)/2000 dated December 6, 2000. The Company has not yet made any investments due to non-availability of shares at a reasonable price. Atlas Battery Limited had posted profit after tax of Rs. 210,282 million, translating into Earnings Per Share of Rs. 17.40 for the half year ended December 31, 2011. The break-up value of the share was Rs. 88.08 as at December 31, 2011. Your Company will make investment at an appropriate time for the benefit of the shareholders and the Company.

For more information, Contact:
Atlas Insurance Limited
3-Bank Square,
Shahrah-Quaid-e-Azam,
Lahore – 5400, Pakistan
Ph: +92 (42) 3732 0542- 3
Fax: +92 (42) 3732 4742
Email: info@atlasinsurance.com.pk
Website: www.atlasinsurance.com

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