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EFU General Insurance Limited Proxy Solicitation & Information Statement 2026

Mar 6, 2026

71924_rns_2026-03-06_b4e333a1-4b50-4923-ad24-67cbf8b04acb.pdf

Proxy Solicitation & Information Statement

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Notice is hereby given that the 93rd Annual General Meeting of the Shareholders of EFU General Insurance Limited will be held at Auditorium, The Institute of Chartered Accountant of Pakistan (ICAP House), Mauve Area, Service Road South, G 10/4, Islamabad on Monday, March 30, 2026 at 01 :00 p.m. and through electronic means to transact the following businesses to:

A. ORDINARY BUSINESSES:

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    1. receive, consider and approve the Audited Financial Statements (Consolidated and Unconsolidated) for the year ended December 3 1 , 2025 together with the Chairman's review, Directors' and Auditors' reports thereon.
    1. consider and if thought fit to approve the payment of Final Dividend at the rate of 55% i.e. Rs. 5.50 per share as recommended by the Board of Directors and also approve Interim Cash Dividends of 45% i.e. Rs. 4.50 per share already paid to the Shareholders for the year ended December 3 1, 2025 .
    1. appoint Auditors of the Company for a term ending at the conclusion of the next Annual General Meeting and fix their remuneration. The Board of Directors recommends the appointment of KPMG Taseer Hadi & Co., Chartered Accountants as Auditors of the Company for the year 2026.
    1. transact any other matter with the permission of the chair.

By Order of the Board

E- Company Secretary

Karachi: March 3, 2026

NOTES

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1. PARTICIPATION IN AGM THROUGH ELECTRONIC MEANS:

In light of the clarification issued by the Securities and Exchange Commission of Pakistan vide Circular No. 4 of 2021 for ensuring the participation of members in general meeting through electronic means as a regular feature, the Company has also provided the facility for attending the meeting via a video-link to its shareholders. The members are encouraged to participate in the meeting online by following the below guidelines.

The shareholders who intend to attend and participate in the Annual General Meeting through video-link are requested to please provide the below information to the Company Secretary at e-mail address: [email protected], at least 24 hours before the time of AGM i.e. latest by 01 :00 p.m. on March 29, 2026

Folio / CDC
Account No
Name CNIC No, Cell No. Email Address

Upon receipt of the above information from shareholders, the Company will send login details to their email address, which will enable them to join the said AGM through video conference on Monday March 30, 2026 at 01 :00 p.m.

    1. A member entitled to attend and vote at the General Meeting is entitled to appoint another member as a proxy to attend and vote in respect of him. Form of proxy must be deposited at the Company's Registered Office not later than 48 hours before the time appointed for the meeting.
    1. CDC Account holders are advised to follow the following guidelines of the Securities and Exchange Commission of Pakistan.

A. For attending the meeting:

  • (i) In case of individuals, the account holder and/or sub-account holder(s) and their registration details are uploaded as per the Regulations, shall authenticate his/her identity by showing original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.
  • (ii) In case of a corporate entity, the Board ofDirectors' 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:

  • (i) in case of individuals, the account holder and/or sub-account holder and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
  • (ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
  • (iii) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
  • (iv) The proxy shall produce his original CNIC or original passport at the time of the meeting.
  • (v) in case of a corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
  • The Share Transfer Books of the Company will be closed from March 19, 2026 to March 30, 2026 (both days inclusive). Transfers received in order by the Company's Share Registrar, CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 by the close of business on March 18, 2026 will be considered in time to attend and vote at the meeting and for the entitlement of Dividend. 4.
  • Members are requested to notify/submit the following, in case of book-entry securities in CDC to respective CDC participants and in case of physical shares, to the Company's Share Registrar, if not earlier provided / notified:
  • a. Change in their addresses;
  • b. Valid and legible photocopies of Computerized National Identity Card (CNIC) for Individuals and National Tax Number (NTN) both for individual and corporate entities.

6. ELECTRONIC DIVIDEND MANDATE GENERAL

Under Section 242 of the Companies Act, 2017 it is mandatory for all listed Companies to pay cash dividend to their shareholders only through electronic made directly into the bank account designated by the entitled shareholders.

In order to receive dividends directly into their bank account, shareholders are requested (if not already provided) to fill in Bank Mandate Form for Electronic Credit of Cash Dividend available in the Annual Report and also on the Company's website and send it duly signed along with a copy of CNIC to the Share Registrar of the Company, CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 in case of physical shares.

In case shares are held in CDC, the electronic dividend mandate form must be directly submitted to shareholder's brokers / participant / CDC account services as the case may be.

In case of non-receipt of information, the Company will be constrained to withhold payment of dividends to shareholders.

7. SUBMISSION OF VALID CNIC / SNIC (MANDATORY)

As per SECP directives, the dividend warrants of the shareholders whose valid CNICs, are not available with the Share Registrar could be withheld. All shareholders having physical shareholding are, therefore, advised to submit a photocopy of their valid CNICs immediately, if already not provided, to the Company's Share Registrar at the following address, CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 without any further delay.

8. ZAKAT DECLARATION (CZ-50)

Zakat will be deducted from the dividends at source under the Zakat and Usher Laws and will be deposited within the prescribed period with the relevant authority. In case you want to claim exemption, please submit your Zakat declarations under Zakat and Usher Ordinance, 1980 and Rule 4 of Zakat (Deduction & Refund) Rules, 1981 CZ-50 Form with the Company's Share Registrar, CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 or in case of book-entry securities in CDC to respective CDC participants. The shareholders while sending the Zakat Declarations must quote the company name and their respective CDS A/C # or Folio No.

9. DEDUCTION OF WITHHOLDING TAX ON THE AMOUNT OF DIVIDEND

Pursuant to SECP directives vide Circular No.19/2014 dated October 24, 2014, SECP has directed all companies to inform shareholders about changes made in Section 150 of the Income Tax Ordinance, 2001. We hereby advise shareholders as under;

(i) The Government of Pakistan through the Finance Act, 2019 has made certain amendments in Section 150 of the Income Tax Ordinance, 2001 whereby different rates are prescribed for the deduction of withholding tax on the amount of dividend paid by the companies. These tax rates are as under:

a. for filers of income tax returns: 15 %

b. for non-filers of income tax returns: 30 %

To enable the Company to make tax deduction on the amount of cash dividend @ 15% instead of 30%, all the shareholders whose names are not entered into the Active Tax Payers List (ATL) provided on the website of FB R, despite the fact that they are filers, are advised to make sure that their names are entered into ATL before the date for payment of the cash dividend otherwise tax on their cash dividend will be deducted @ 30% instead of@15 %

  • In the case of shares registered in the name oftwo or more shareholders, each joint-holder is to be treated individually as either a filer or non-filer and tax be deducted by the Company based on shareholding of each joint-holder as may be notified to the Company in writing. The joint-holders are, therefore, requested to submit their shareholdings otherwise each joint-holder shall be presumed to have an equal number of shares. (ii)
  • For any query/information, the investors may contact the Company and/or the Share Registrar at the following phone numbers and email address. The contact number of Company Secretary is 021-323 1 3471-90 (Ext: 9444) and email: [email protected] and the contact numbers of Share Registrar, CDC Share Registrar Services Limited is 0800-23275 & email: [email protected]. (111)
  • The corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) (iV)

"pd,t,dwitl,th,ir",p"ti"p"ti,ip,"t,, wh"",",p",t,phy,i"1,h",h,Id",,h,"Id",d,"pgl NER AL NTN certificate to the Company or its Share Registrar, CDC Share Registrar Services Limited. The shareholders while sending NTN or NTN certificates, as the case may be, must quote company name and their respective folio numbers.

10. CONSENT FOR VIDEO CONFERENCING FACILITY

Pursuant to the provision of the Companies Act, 2017 the members can also avail the video conferencing facility. In this regard, please fill in the following and submit it at registered address of the Company at least 10 days before the holding of the annual general meeting. If the Company receives consent from members holding an aggregate 10 % or more shareholding residing at the geographical location to participate in the meeting, the Company will arrange a video conference facility in the city subject to the availability of such facility in that city.

1/ We, d , being a member of EFU General Insurance Limited holder of ordinary share(s) as per registered folio / CDC no. hereby opt for a video conferencing facility.

11. UNCLAIMED DIVIDEND

As per the provision of Section 244 of the Companies Act 2017, any shares issued or dividend declared by the Company that have remained unclaimed/unpaid for a period of three years from the date on which it was due and payable are required to be deposited with the Commission for the credit of Federal Government after issuance of notices to the shareholders to file their claim. The details of the shares issued and dividends declared by the Company which have remained due for more than three years were sent to shareholders, uploaded on the Company website and a Final notice was issued in the newspaper. In case, no claim is lodged with the Company in the given time, the Company will deposit the unclaimed/unpaid amount and shares with the Federal Government pursuant to the provision of Section 244 (2) of the Companies Act, 2017.

12. TRANSMISSION OF THE ANNUAL AUDITED FINANCIAL STATEMENTS THROUGH QR-ENABLED CODE AND EMAIL:

The Annual Report, including the Financial Statements of the Company, can be viewed using the following QRenabled code. The same will be shared via email in case an email address is provided by the members. A printed copy of the above referred Annual Report can be provided to members upon request.

13. AVAILABILITY OF AUDITED FINANCIAL STATEMENT ON THE COMPANY'S WEBSITE:

The Annual Report including audited financial statement of the Company for the year ended December 31, 2025 has been made available on the Company's website www.efuinsurance.com which can be viewed using the following link:

https://efuinsurance.com/conventional/financials/financial-reports.php

14. REGISTRATION DETAILS OF PHYSICAL SHAREHOLDERS

As per Section 119 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, all physical shareholders are advised to provide their mandatory information such as CNIC number, address, email address, contact mobile/telephone number, International Bank Account Number (IB AN), etc. to our Share Registrar at their below address immediately to avoid any non-compliance of law or any inconvenience in future:

CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi.74400. Tel. Toll Free: 0800-23275, Email: infok"z}cdcsrsl.com, website: www.cdcsrsl.com

15. PROHIBITION OF DISTRIBUTION OF GIFTS GENERAL

The Securities and Exchange Commission of Pakistan (the "SECP"), vide S.R.O. 452(1)/2025 has strictly prohibited companies from providing gifts or incentives, in lieu of gifts tokens/coupons /lunches/takeaway/packages) in any form or manner, to the shareholders at or in connection with general meetIngs.

16. CIRCULATION OF NOTICE THROUGH EMAIL

Pursuant to S.R.O. 452(1)/2025, Notice of the AGM shall be circulated to members at their registered email addresses provided to the Company, in accordance with applicable laws

17. DEPOSIT OF PHYSICAL SHARES INTO CDC ACCOUNTS:

As per Section 72 of the Companies Act, 2017 all existing companies are required to convert their physical shares into book-entry form within a period not exceeding four years from the date of commencement of the Companies Act, 2017

The Securities and Exchange Commission of Pakistan through its circular # CSD/ED/Misc./2016-639-640 dated March 26, 2021, has advised the listed companies to pursue their such members who still hold shares in physical form, to convert their shares into book entry form.

We hereby request all members who are holding shares in physical form to convert their shares into book-entry form at the earliest. They are also suggested to contact the Central Depository Company of Pakistan Limited or any member/stockbroker of the Pakistan Stock Exchange to open an account in the Central Depository System and to facilitate conversion of physical shares into book-entry form. Members are informed that holding shares in bookentry form has several benefits including but not limited to secure and convenient custody of shares, conveniently tradeable and transferable, no risk of loss, damage or theft, no stamp duty on transfer of shares in book-entry form and hassle-free credit of bonus or right shares.

We once again strongly advise shareholders of the Company, in their best interest, to convert their physical shares into book-entry form at the earliest.

Status of approvals for investment in Associated undertakings:

As required by Regulation No. 4 (2) information under Regulation 3 of the Companies' (investment in associated companies and associated undertakings) Regulations, 2017, the status of approvals is as follows:

i. total investment approved;

Rs. 1 billion in EFU Life Assurance Limited was approved by the shareholders at Annual General Meeting of the Company held on March 28, 2024 to be invested within a period of three years.

ii. amount of investment made to date;

The Amount of Rs. 91.65 million has been invested out of Rs. 1 billion as at December 3 1, 2025.

iii. reasons for not having made complete investment so far where resolution required it to be implemented in specified time;

The period in which the investment is to be made as approved by the shareholders is up to March 28, 2027. Investment will be on availability of shares at reasonable price.

iv. and material changes made in financial statements of associated company or associated undertaking since date of the resolution passed for approval of investment in such company.

Since the date of passing the initial resolution by the shareholders of the Company on March 28, 2024 the shareholders equity of the investee company remained Rs. 10,120 million as at December 3 1 , 2025 and Rs. 9, 190 million as at December 3 1, 2024