Century Insurance : NOTICE OF ANNUAL GENERAL MEETING

CENTURY INSURANCE COMPANY LIMITED

Registered Office & Corporate Department

Lakson Square, Building No.2, Sarwar Shaheed Road, Karachi-74200,

28 March 2022

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road, Karachi.

Dear Sir

NTN : 0710008-6

NOTICE OF ANNUAL GENERAL MEETING

Pakistan.

We enclose a copy of the Notice of Annual General Meeting scheduled to be held on 28 April 2022 which is to be published in newspapers for your information and record.

Kindly acknowledge.

Yours faithfully,

For CENTURY INSURANCE COMPANY LIMITED

(MANS~MED) compa~!ry

Encl.: As above

-

PHONE:

92-21-3569 8000 Fax: [phone] & 3568 3410

CENTURY INSURANCE COMPANY LIMITED

Lakson Square, Building No.2, Sarwar Shaheed Road, Karachi-74200.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 36th Annual General Meeting of Century Insurance Company Limited will be held on Thursday, April 28, 2022 at 03:00 p.m. at Avari Towers Hotel, Fatima Jinnah Road, Karachi to transact the following business:

Please note that due to the continuing Covid 19 pandemic and to ensure the safety and health of members, physical attendance will be limited, and shareholders are encouraged to attend the meeting through video conference facility managed by the Company (please see the notes section for details).

ORDINARY BUSINESS

I. To receive, consider and adopt the audited financial statements of the Company for the year ended December 31, 2021 together with the Directors' and Auditors' reports thereon.

2. To declare final dividend in cash @ 22.50% i.e. Rs.2.25 per share of Rs.1 0.00 each and by way of issue of fully paid bonus shares @ 10% in the proportion of one share for every ten shares of Rs.1 0.00 each held by the members as recommended by the Board of Directors.

3. To appoint Auditors and fix their remuneration.

SPECIAL BUSINESS

Ordinary Resolution

4. To consider, subject to declaration of the final dividend as above, to capitalize a sum of Rs.50,296,810 by way of issue of 5,029,681 fully paid bonus shares of Rs.1 0.00 each and if thought fit to pass an ordinary resolution in the matter.

Special Resolutions

5. To consider, and if thought fit, to pass with or without modification the following resolutions as Special Resolution:

• a) "RESOLVED that the transactions carried out in normal course of business with associated companies/related parties as disclosed in Note No.34 of the audited financial statements for the year ended December 31,2021 be and are hereby ratified and approved."

• b) "FURTHER RESOLVED that the Chief Executive Officer of the Company be and is hereby authorized to approve all the transactions carried out and to be carried out in normal course of business with associated companies/related parties during the ensuing year ending December 3 1,2022 and in this connection the Chief Executive Officer be and is hereby also authorized to take any and all necessary actions and sign/execute any and all such documents/indentures as may be required in this regard on behalf of the Company."

Statement under Section 134 of the Companies Act, 2017 in the above matters pertaining to item Nos.4 & 5 is being sent to the member along with the notice.

By Order of the Board (MANSOOR AHMED)

Karachi: March 28, 2022 Notes:

Company SecretaryThe share transfer books of the Company will remain closed from April 22, 2022 to April 28, 2022 (both days inclusive). Transfers received in order by the Shares Registrar of the Company, M/s. FAMCO Associates (Private) Limited, 8-F, Near Hotel Faran, Nursery, Block-S, P.E.C.H.S., Shahra-e-Faisal, Karachi up to the close of business on April 21, 2022 will be treated in time for entitlement of the dividend and bonus shares.

• 2. Participation in the AGM proceedings via physical presence or through video conferencing facility:

  Due to the continuing Covid 19 pandemic and to ensure the safety and health of members, physical attendance at the AGM will be limited. Hence, members are encouraged to attend the AGM proceeding via video-conferencing facility, which shall be made available by the Company.

  The special arrangement for attending the AGM through electronic means will be as under:

  I. To facilitate our members who want to attend AGM through zoom application - a video link facility.

  2. Shareholders interested in attending the AGM either physically or through Zoom application are hereby requested to get themselves registered with the

  Company Secretary office by providing the following details at the earliest but not later than 48 hours before the time of AGM (i.e. before 3.00 p.m. on April 26, 2022) through following means:

  a) b)Mobile/WhatsApp: [phone] E-mail:[e-mail] are advised to mention Name, CNIC Number, Folio/CDC Account Number, cell number and email lD for identification.

  Member wishing to attend in person must also provide a copy of their vaccination certificates at the above e-rnail address.

  Upon receipt of the above information from the interested shareholders, the Company will send the login credentials at their e-mail address. On the date of AGM, shareholders will be able to login and participate in the AGM proceedings through their smartphone/cornputcr devices.

  In view of the above, the Shareholders can also provide their comments/suggestions means.

  for the proposed agenda items of the AGM by using the aforesaidThe Company reserves the right to refuse entry to any member who has not pre-registered for physical attendance or is not carrying their vaccination card with them. These measures are necessary to ensure the safety and the health of all present.

• 3. A member entitled to attend and vote at the Annual General Meeting may appoint another member as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the meeting as are available to a member. A proxy must be a member of the Company. A corporate entity, being a member, may appoint any person, regardless whether they are a member or not, as its proxy. In case of corporate entities, a resolution of the Board of Directors/Power of Attorney with specimen signature ofthe person nominated to represent and vote on behalf of the corporate entity, shall be submitted to the Company along with a completed proxy form. The proxy holders are requested to produce their national CNICs or original passports at the time of the meeting.

• 4. Forms of proxy, in order to be valid must be properly filled-in/executed and received at the registered office of the Company situated at Lakson Square, Building No.2, Sarwar Shaheed Road, Karachi not later than 48 hours before the time of the meeting excluding holidays.

• 5. Members holding shares in physical form are requested to promptly notify Shares Registrar of the CO! any of any change in their addresses. Shareholders maintaining their shares in electronic form should have their address updated with their participant or CD nvestor Accounts Service.

• 6. Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay cash dividend to its shareholders only through electronic mode directly into bank account designated by the entitled shareholders.

  In order to receive dividends directly into their bank account, shareholders are requested to fill in Electronic Credit Mandate Form available on Company's website and send it duly signed along with a copy of CNIC to the shares registrar of the Company MIs. FAMCO Associates (Private) Limited, in case of physical shares.

  In case shares are held in CDC then Electronic Credit Mandate Form must be submitted directly to shareholder's broker/participantJCDC further action is required iflBAN has already been incorporated/updated in the CDC account or physical folio of the shareholder.

  account services. No

• 7. Pursuant to Notification vide SRO. 787(1 )/20 14 of September 08, 2014, the Securities & Exchange Commission of Pakistan (SEep) has directed to facilitate the members of the company receiving Annual Financial Statements and Notices through electronic mail system (e-mail). We are pleased to offer this facility to our members who desire to receive Annual Financial Statements and Notices of the Company through e-mail in future. In this respect members are hereby requested 10 convey their consent via e-mail on a standard request form which is available at the Company website i.e.www.cicl.com.pk. Please ensure that your e-mail has sufficient rights and space available to receive such e-mail which maybe larger than I MBfileinsize. Further, it is the responsibility of the member to timely update the Shares Registrar of any change in the registered e-mail address.

• 8. The rates of deduction of income tax from dividend payments under section ISO of the Income Tax Ordinance, 200 I shall be as follows:

I. 2.

Shareholders appearing in Active Taxpayers List (ATL): IS% Shareholders not appearing in Active Taxpayers List (A TL): 30%

• (i) To enable the Company to make tax deduction on the amount of cash dividend @ IS% instead of 30%, shareholders whose names are not entered into the Active Taxpayers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered in ATL before the first day of book closure, otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

• (ii) Withholding Tax exemption from the dividend income, shall only be allowed if copy of valid tax exemption certificate or stay order from a competent court of law is made available to FAMCO Associates (Private) Limited, by the first day of Book Closure.

(iii) status of Principal shareholder as well as joint-holder(s) based on their shareholding proportions, in case of joint accounts.

Further, according to clarification received from Federal Board of Revenue (FBR), with-holding tax will be determined separately on 'Filer/Non-Filer'

In this regard all shareholders who hold shares jointly are requested to provide shareholding proportions of Principal shareholder and Joint-holder(s) in respect of shares held by them (only if not already provided) to our Shares Registrar, in writing as follows:

Company Name

Name and

CNIC#

(No. of Shares)

The required information must reach our Shares Registrar within 10 days of this notice; otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint Holder(s).

(iv)

For any query/problem/information,the investors may contact the Company Secretary at phone: [phone] and email address:[e-mail]/or FAMCO Associates (Private) Limited at phone: 3438 0 I0 1-5 and email address:[e-mail].

(v) Corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to the company or FAMCO Associates (Private) Limited. Shareholders while sending NTN or NTN certificates, as the case may be, must quote company name and their respective folio numbers. Without the NTN company would not be in a position to check filer status on the ATL and hence higher tax of30% may be applied in such cases.

• 9. Non-resident individual shareholders shall submit declaration or undertaking with copy of valid passport under definition contained in Section 82 of the Income Tax Ordinance, 200 I for determination of residential status for the purposes of tax deduction on dividend to the Shares Registrar MIs. FAMCO Associates (Private) Limited at 8-F, near Hotel Faran, Nursery, Block-6, P.E.C.H.S, Shahrah-e-Faisal, Karachi or [e-mail] the latest by April 21,2022. The copy of declaration form can be downloaded at Shares Registrar website: https:llfamco.com.pklshare-registration-services/

• 10. To claim exemption from compulsory deduction of Zakat, shareholders are requested to submit a notarized copy of Zakat Declaration Form "CZ-SO" on NJSP of Rs.SO.OOto the Shares Registrar, before the first day of book closure.

• II. Members can exercise their right to demand a poll subject to meeting requirements of Section 143 to Section 145 of the Companies Act, 2017 and applicable clauses of Companies (postal Ballot) Regulation, 2018.

12. An updated list for unclaimed dividend/shares of the Company is available on the Company's websitewww.cicl.com.pk. These are unclaimed dividend/shares which have remained unclaimed or unpaid for a period of three years from the date these have become due and payable.

Claims can be lodged by shareholders on Claim Forms as are available on the Company's website. Claim Forms must be submitted to the Company's SharesRegistrar for receipt of dividend/shares.

.

13. The Securities and Exchange Commission of Pakistan has issued a letter No. CSD/ED/Misc.l2016-639-640 dated March 26, 2021 addressed to all listed companies drawing attention towards the provision of Section 72 of the Companies Act, 2017 (Act) which requires all companies to replace shares issued by them in physical form with shares to be issued in the Book-Entry-form within a period not exceeding four years from the date of the promulgation of the Act.

In order to ensure full compliance with the provisions of the aforesaid Section 72 and to benefit from the facility of holding shares in the Book-Entry-Form, shareholders who still hold shares in physical form are requested to convert their shares in the Book-Entry-Form.

the

14. Form of Proxy is appended to the Annual Report and is being dispatched to the members.