Notice of 8th Annual General Meeting

NOTICE OF THE 8TH ANNUAL GENERAL MEETING

    Notice is hereby given  that  8th Annual General Meeting of Pakistan Reinsurance Company Limited   will be held on  the  April  30, 2008 at  3.30  pm at  Hotel Beach Luxury, M. T. Khan Road,  Karachi to transact the following  business:-  

Ordinary Business:-
  1. To confirm the  Minutes of the last Extra Ordinary General  Meeting of the company held on 31st December, 2007.
  2. To receive and adopt the audited Annual  Accounts of the Company for the  year ended  December 31, 2007  and the reports of Directors and Auditors thereon.
  3. To consider and approve  issuance of  Bonus shares in the proportion of    455.554670783 shares for every 100 shares held i.e. 455.554670783%  to make paid up share capital of the company after this bonus issue at           “Rs. Three billion,”   for the year ended December 31, 2007.
  4. To appoint Auditors of the Company (PRC) for the year ending December 31,2008.

Special Business:-

      5.  To propose and if thought fit pass, with or without modifications, the following      Special Resolution  to increase the Authorized Capital of the Company from Rs. 04 Billion to Rs.25 billion.

 ‘RESOLVED” that the Authorized  Capital of the Company be and is hereby increased from Rs.4,000,000,000/- (Rupees Four Billion ) to Rs.25,000,000,000/-(Rupees Twenty Five Billion).

 RESOLVED FURTHER that the Memorandum and Articles of Association of the          Company be and is hereby amended / altered by substituting the figures and words “Rs.4,000,000,000/- (Rupees Four Billion) divided into 400,000,000/- (Four hundred million ordinary shares ) of Rs.10/- (Ten) each “Appearing in Clause V of the Memorandum of Association and in Articles (3)  of the  Articles of Association with the figures and words Rs.25,000,000,000/-(Rupees Twenty five Billion divided into  2,500,000,000 (Twenty five  Hundred Million) ordinary shares  of Rs.10/- (ten)each”.

“RESOVED FURTHER that  the Chief Executive/Company  Secretary be and is  hereby  authorized to do all acts to effect the Special Resolution and appoint Consultant(s) for the purpose  of the addition/alteration to be made in the  Memorandum and Articles of Association of the Company and comply with all the necessary requirements of the law in this behalf”

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

A Statement u/s. 160(1)(b) of the Companies Ordinance, 1984 pertaining to the Special Resolution is being sent to the Shareholders with this notice.

  By Order of the Board

Shahzad  F. Lodhi
Company Secretary
Karachi.
April 08, 2008



            NOTES 

  1. The share transfer books of the company shall remain closed for eight days i.e. from 23rd April, 2008 to 30th April, 2008 (both days inclusive), no transfer will be accepted for registration during the period.
  2. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend the meeting and vote for him/her. A proxy must be deposited at the Company not less than 48 hours before the meeting and in case of default; form of proxy will not be treated as valid.
  3.  CDC Account Holders are advised to follow the following guidelines of the Securities and Exchange Commission of Pakistan.

A    For attending the meeting :
  1. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original National Identity Card (CNIC) or original passport at the time of attending the meeting.
  2. In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature of the nominee shall be produced (Unless it has been provided earlier) at the time of the meeting.

B           For appointing proxies 
  1. In case of individuals, the account holders or sub-account holders  and/or the person whose securities are in a group and their registration details are uploaded as per the Regulations, 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 mentioned on the form.
  3. Attested copies of the 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 CNIC or   original passport at the time of the meeting.
  5. In case of corporate entity, the Board of Directors’  resolution/power of attorney with specimen signature shall be submitted (unless it has been provide earlier) alongwith proxy form to the Company

4. Shareholders are requested to communicate to the Company any change in their address, and provide the Zakat Declaration /Tax Exemption Certificate (if any) immediately along with contact details.

STATEMENT UNDER SECTION 160 (1) (B) OF THE COMPANIES ORDINANCE 1984.

Agenda Item # 5

The Board of Directors of the Company had decided in their meeting held on  April 04, 2008 to increase the authorized capital of the Company from Rs.04 billion to Rs. 25 Billion. With the expansion in the business activities, the paid up capital will need to be enhanced.  As such, the authorized capital of the Company needs to be increased simultaneously, which is necessary to cater the future capital requirement of the Company.

The Directors of the Company have no interest in the Special Resolutions except to the extent of their shareholdings and remuneration in the Company.  The said alteration will not affect anyone’s interest unfavorably in the Company.

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