#I #S**BINSURANCEAsia House: 19 CID,L Block Gulberg-Ill, Main Ferozpur Road, Lahore. Ph:042-35865574-78 Fax: 0,+2-35865579 we've sot :' ..

UAN: 0311-i11-2742E-mail: info@asiainsurance.com.pk www.asiainsurance.com.pk

NOTICE OF- THE ANNUAL GENERAL MEETING

tr-otice is hcreb\ given thar 17,i, Annual Cene|al Mecting "AGM" of the n.rembers of the Asia lnsurance

companl t-imitea (the "Company") shall be held on Saturdal'. the April 28,20 18, at ll:00 AM at 19 C/D'

Blockl-.Culbelglll,Lahore.totlansactthefollorvingbusiness:

ORDINARY BUSINESS:

l. To contlil'n the r.ninuttrs olAnnual Cencral Meeting held on April 29" 2017'

2. l. reccirc. c.nsider.. and aclopt rhe ALrdited Annual Accounts of the Company tbr the year ended

L)ecer.nbe r 3 1. 2017 togethe| ri'ith Di|ectors' and Audito|s' report thereon'

j. To appoint auditor.s of the Companl,and tix their remuneration for the year ending December lll' 20l8'

If4ls iiy,as Saeed & Co." Chartercil Accountants have |eti|ed and ottered themselves lbr re-appointnrent'

The audit cor-nntittee lras r.ecor.r.tmeuded M/s Ilyas Saeerl & Co.. Chartered Accountalrts tbr appointnlenr

rts audittlrs lbr the 1'car errded Deccrlrbe r 3 l- 2018'

-1. -l'o cousicler an;- othel business olthe Conrpanl- rvith the penr.rission of the Chair.

SPECIAL BUSINESS

5. fo consider and. il'throLrgh lit. ptss the fbllou,ing resolution as Special ResolLrtion u'ith or \ithorrt

nroclillcation ro ar.nend the Articles ol-Association of the companl':

RESOLVED THAT sub.ject ro obtaining the requisite approvals, tbllowing amendmenl

shall be rnade in Article 46 of the Articles of Association of the Company:

ln Article ,16. the foltorving shall be added after the existing text:

.,This rcquircrrent o1-holciing shares by a Director in his own name is not applicable on the

Norllince Dircctor.''

RESOLVED FUILTHER that the Chief Executive Otllcer and Secretary ol the Companl-

be and is hercbl auLhorized 1o take necessar)' steps and execute documents as ma1' be

necess.rr), or erpedicnt fbr the plupose of giving efl-ect to the spirit and intent of above

r.esr)lLrtior.ts ancl Lalie slcps necess.lr'1 fbr tiling o1- docuntents with Registral' concerned tbr

tire a|nenclnrcrtr in the .r\r'ticles ol'Associatiotr ol the companl'.

6. Ar.rr other business to concluot ri,ith the permission olthe chair.

Attached to this notice ol meeting being sent to the melnbers is a statement under Section 13 4 (3 ) of the

Companies Act,20 l7 settingfbrih all riaterial f'acts concerningthe resolutiorts contained in items 5 of the

notice.

l,ahore,\pril 06.2018

1.

NOTES:

2.

The llnancial statemerlts and rcports have been placcd on the '"vebsite of the Con'rpanvu'n,u'.asi a i nsurance.con.t. pli

The Share Trarrst-er Books o1'the Conrpanr'ri,ill remain closed f'rorr April 22,2018 to April 28,2018 (bothda1,'s inclusive). Tlanst'ers received to oul Shares Registrar N4/s Corplink (Pvt.) Limited, Wings Arcade. l-I(,Model Tcxvn.Lahore,br thet-loseof businessonApril 2l,2018u,illbetreatedasbeingintimetbrthepurpose and to attend the meeting.

3. A Member entitled to attend and vote at the meeting nra1, appoint another Member as his/her proxv toattcnd the rrreetir-rg and vote lirr hinriher'. Instl'unrents apptrinting plories. in order to be etl'ective. ntust

. reacl.t the Registered Olllce o1-the Conrpanv not less than 48 hours befbre the meeting, dulv signed /notarizcd certilled cop). ils thc case ntay be.

4. Sharcholdels ale lcquired to imnrediately notit,v the company of any change to their postal addresses.5. CDC Account Holdels arc required to fbllorv guidelines provided in Circular l, dated January 26.2OOO

(issued b1, the Securities and lixch:rnge Cornmission of Pakistan):

Attending the \leeting

i. IIr ,:rrsc of intlir itlurls. the lccount holder or sub-account holder and / or the person n,hosesecuritics.ttc in glt,Lrp f,ccuunt rnd their registration details ale uploaded as pel the CDCReguJatiorts" shall authenticate their identity by showing their original CNIC or originalpassport at the tirrre of attending the meeting.

ii. [n case o1' cot'porate entities, the Board of Directors' resolution / power of attolney rvithspecimen signatulc of the nominee (along with CNIC) shall be produced at the time of thetreeting.

Appointing Pro.ries

i. In case of individual, the account holder or sub-account holder and/or the person rvhosesecr-rr-ities ale irr gloup account and theil registration details are uploaded as per the CDCRegulations. shall submit the proxy fbrrn as provided above.

ii. The prorv tbm slrall be u,itnessed b1- the lrvo persons *'hose nanres. addresses and Ctr-lClrurr.rbers shall be nrcntioned on the fbrm.

iii. Attested copies of'CNIC or the passport of the beneflcial or.vners and the proxl,shall belulnished u,ith the proxv tbrm.

it. The proxl shall produce liis original CNIC or original passpolt at the time of the meeting.\'. In case of'col'poratc entity'. the Board of Directors lesolution/porver of attornev with

spccirnen signature (irnd attested copl'of CNIC of nontinee) shall be submitted along nithploxv tbrnt to thc Contpanr,.

6. Mernbers arc requestecl io notil1'/subrrit the fbllorving in case of book entry securities in CDC torespective CDC participants and in case o1'physical shares to the Company"s Share Registrar. if notearl ier plovided/notitled:

a. Change in their addressesb. Valid and legible photocopics of CNIC, tbl individual and NTN both for individual & Corporate

entities.

Tlte members holding in ag-elegatc l0%r or nrore shareholding residing in the city. can also avail vicjeoconltlence lircilitl r.rndcr the plovisior.rs of section 134 (l) (b) of the Act to participate in the meeting.The consent of sr-rch members must leach at the registered otllce of the Company at least 10 daysbefbre the meeting.

Ptttst-tiLtrt to l'r.-otillcation i idc SRO787(1012014 dated Septentber 8. 2014" the Securities and ExchangeCorrrnrission of'Paliistan has clilectcd all the cun-rpanics to lacilitate their menrbers receiving annualllnarrcial staterrents artd noticc ol' .ACM through electlonic nrail svstern. The Company is pleased to

8.

9.

otl'er this tacility to its valued menrbers.,r,ho desire to receive annual flnancial statements and noticesthrough email in tuture.

ln this legard, those rner.nbels u,ho ri'islr to avail this faciJity are herebv requestecl to conve) their consentvia email on a standald request fbm u,hich is available on the company's rvebsite.

Pursuarrt to SIICP directives vide Circular No.19/2014 dated October 24,2014 SE,CP has directed allconrpanies toilrfbrm sharel.rolders about changes r.r.rade in the section 150 of the Income Tax Ordinance, rve hereby advise:hltt'elt, 'lJet' r: urtder;

(i) Thc Covetnnrent ot'Paliistar.r tlrlough Finance Act has made certain anrendments in section 150 of theIrrconte'fax Ordinance.200l r'r'helebl dif-lelent rates are prescribed tbr decluction of withholding tax on thearliount of dividcnd paid b1 the i:ontpanies. These tax rates are as under:

a. fbr fllers of income tax returns: l5 7o

b. fbr non-tllers of income tax retulns: 20 o%

'l'ir errable the Cornpanv to mal<c tar dcduction on the anroLrnt of cash dividend Ci l5o/o instead of 20%.allthe shereholders rrhosc rlanrcs are not cntelecl ir-rto the Active lax Payers List (ATL.1 provided on therrebsite of FBR. despite thc tact that the) ale tllers" are advised to make sure that their names are enteredirrto ATL belore the date tbl pavrrent ol-the cash dividend otherr.r,ise tax on their cash dividend rvill bedeductcd 11920920 instead |415%.

(ii) In the case of shares legistered in the name of two or more shareholders, each joint-holder is to bett'cated individually as eithcr a lller or non-tilel and tax be deducted by the Company on the basis olshare holding o1' each .io int-holdel as r.nar be notilled to the Companl, in r.r,riting. The joint-holders are"thelelbre" reqr-restcd Lo subrrit thcir shareholdings otheru,ise each.ioint-holdel shall be presumed tohavc arr equal numbel olsharcs.

(iii) For all\'querv I problem / intbrn.ration. the investors may contact the Company and / or the ShareRegistlar at the lbllowing phone nuubers & email address. The contact number of Company Secretaryis 042-35865574-78 & email (as given above) and the contact numbers of Shares Registrar M/sCorplink (Pvt.) L.imited. is (042) 359167 14. 35916719" 35g39182 and er.nail:colplin k7 86lrisnr ail.corrr'sharcs licorpl in k.corn.pk.

(ir)lhccorporatesharcholdershavingCDCaccountsalerequiredtohavetheirNational TaxNur.nber(N.l'N) updatcd w'ith their respectivc participants. rvhereas corporate physical shareholders shoulcj senda copY oltheil NTN certiflcate to tl.re Company or its Share Registrar. The shareholders rvhile sendingl-TN or NTN certiflcates" as the citse mav be. must quote company name and their respective lblion urn bers.

Strtcrnent under Section 134(3) of the Companies Act,2017.

.l his statement sets olrt the nraterial lacts pertaining to the special business to be transacted in the

Annual Gencral lVleeting olthe Company to be held on April 28,2018.

Itent 5 Amendment in Articles of Association of the Company

lrr pursuance of Share Subscription Agreer.nent dated September 13, 20 17. InsuResilience InvestmentIrund (lll:) has beconre the shaleholder of the Companl,and holds 25.42o/o of total paid up capitai.thclelble. a Non.rinee ol IIF shall Co-opt the Board of Directors of the Company as Nominee Directorand IIF's represcntati\,c.

Appror"al is being sor.:cht ibr the amendrnent in Article 46 of the Articles of Association ol theCot.npanr irr ordet'tt-r bling thc.\r'ticlc 46 in cor.rlbrntity,of the Con.rpanies Act.2017. u.hich clearlr

specif,r' that a Nominee Dilector does not lequired to be the member of the Company, theretbre, hedoes not require to hold sharcs in his ou,n name.

The directors at'e not interested. directll'or indirectll. in the above businesses except to the extent oltheir'investtlenl as has been detailed in the pattern of Shareholding annexed to the Directors' Report.

Original and ar.nended copies of the Articles of Association have been kept at the Registered Otfice of theCompany n,hich can be inspected on an1,',r,olking day during usual business hours till the date of AnnualCenelal Meeting.