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Karachi: Pursuant to Listing Regulation No 18 (2) of the Exchange, we are enclosing certified copies of the resolutions adopted by the Shareholders of the Company in the Annual General Meeting held on April 10, 2012.
1. Confirmation of the Minutes
“that the minutes of the Annual General Meeting held on March 31, 2011, be and are hereby confirmed.”
2. To receive, consider and adopt the audited financial statements for the year ended December 31, 2011 together with directors’ and auditors’ reports thereon.
3. To approve cash dividend
“that the recommendation of the directors for cash dividend @ 40% be and is hereby approved.”
4. Election of directors
“that the gentlemen namely Mr. Yusuf H. Shirazi, Mr. Azam Faruque, Mr. Isphanyar M. Bhandara, Mr. Ali H. Shirazi, Mr. Jawaid lqbal Ahmed, Mr. Frahim Ali Khan and Mr. Arshad P. Rana be and are hereby elected as Directors of the Company for a term of three years commencing from 11-04-2012″.
5. Appointment of Auditors
“that M/s. Ernst and Young Ford Rhodes Sidat Hyder, Chartered Accountants, be and are hereby appointed as auditors of the company for the year ending December 31, 2012, at the remuneration fixed by the Board of Directors.”
6. To approve bonus shares
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 allotted to those shareholders whose names stand in the register of members at the close of the business on April 3, 2012 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.”
b) “that all the fractional bonus shares shall be combined and the Directors be and are hereby authorized to combine and sell the fractional shares in the stock market and pay the proceeds of sales thereof when realized to a charitable situation approved under the income Tax Ordinance, 2001.”
7. To approve increase in authorized Capital and remuneration of the Chief Executive Officer.
a) “the authorized share capital of the Company be and is hereby increased to Rs. 800,000,000 (Rupees eight hundred million only) divided into 50,000,000 (Eighty million) shares of RS.10 (Rupees ten only) each.
That Clause V of the Memorandum of the Association of the Company be and is hereby amended to be read as follows:
b) “the share capital of the Company is Rs. 800,000,000 (Rupees eight hundred million only) divided into 80,000,000 (Eighty 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 may from time to time, be provided by the regulations of the Company.”
That the article of the Association of the Company be and is hereby amended to be read as follows:
c) “the share capital of the Company is Rs. 800,000,000 (Rupees eight hundred million only) divided into 80,000,000 (Eighty 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 may from time to time, be provided by the regulations of the Company.”
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 / alternation 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.”
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.”
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
E-mail: info@atlasinsurance.com.pk
Website: www.atlasinsurance.com.pk