Notice of the Annual General Meeting of Shriram Life Insurance

Document Summary

The notice pertains to the 19th Annual General Meeting (AGM) of the Shareholders of Shriram Life Insurance Company Limited, scheduled for Monday, July 1st, 2024, at 11:30 AM at Plot No. 31 & 32, 5th Floor, Ramky Selenium, Financial District, Gachibowli, Hyderabad – 500 032.

Ordinary Business:

1. To receive, consider, and adopt the Audited Financial Statements of the Company for the financial year ended March 31st, 2024, including the Revenue Account and the reports of the Board of Directors and the Auditors.
2. To declare a final dividend of Rs.5.29 per equity share of the face value of Rs. 10 each for the year ended March 31st, 2024.
3. To appoint a Director in the place of Mr. Duruvasan Ramachandra (DIN: 00223052) who retires by rotation and being eligible, offers himself for re-appointment.
4. To appoint a Director in the place of Mr. Stephanus Phillipus Mostert (DIN: 03524096) who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

1. Approval of the Appointment of Mr. V. Manickam (DIN: 00179715) as an Independent Director of the Company: This involves considering and passing an Ordinary Resolution to appoint Mr. V. Manickam as an Independent Director. The appointment is pursuant to sections 149, 150, and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Qualifications of Directors) Rules, 2014. Mr. V. Manickam was appointed as an Additional Director by the Board of Directors effective August 3rd, 2023, following the recommendation of the Nomination & Remuneration Committee. His term expires at this AGM, and he is eligible for being appointed as an Independent Director. The Company has received a notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature. If approved, his term would be for four years or until he reaches the maximum age limit as prescribed by IRDAI Guidelines on Remuneration of Directors and Key Managerial Personnel of Insurers, 2023, whichever is earlier, with effect from August 3rd, 2023. The resolution also authorizes any Director and the Company Secretary to take necessary actions to give effect to the resolution. Mr. Manickam is a Science Graduate from Madras University and a Chartered Accountant. He has three decades of service in the Life Insurance Corporation of India. He serves as a director in Chennai Super Kings Cricket Limited, The India Cements Limited, India Capital Limited, Trishul Concrete Products Limited, and Trinetra Cement Limited. He does not hold any share in the Company.
2. Approval of the Appointment of Mr. Venkatakrishna Narayana (DIN: 08554478) as an Independent Director of the Company: Similar to Mr. Manickam, this involves an Ordinary Resolution to appoint Mr. Venkatakrishna Narayana as an Independent Director. The appointment is pursuant to the same sections of the Companies Act and Rules as above. Mr. Narayana was appointed as an Additional Director effective November 9th, 2023, following the recommendation of the Nomination & Remuneration Committee. His term expires at this AGM, and he is eligible for appointment. The Company has received a notice from a Member under section 160 proposing his candidature. If approved, his term would be for five years with effect from November 9th, 2023. The resolution further authorizes the director and secretary to take necessary action for this appointment. Mr. Narayana is a Fellow of Institute of Actuary of India (FIAI), Bachelor Of Science(Mathematics), Nagarjuna University and has 30 years of experience working in the Life Insurance industry. He serves as director of Lifeguru Solutions Private Limited. He does not hold any share in the Company.
3. Approval of the Appointment of Mr. Thian Joost Fick (DIN: 10328186) as a Non-Executive Non-Independent Director: An Ordinary Resolution will be considered to appoint Mr. Thian Joost Fick as a Nominee Director on behalf of M/s. Sanlam Emerging Markets (Mauritius) Limited. This is pursuant to Sections 152, 161, and other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules, 2014. Mr. Fick was appointed as an Additional Director effective February 8th, 2024. His term expires at this AGM, and the Company has received a notice from a member under Section 160 proposing his candidature. He is currently the Executive for India and Group Initiatives of the Sanlam Group, responsible for overseeing Sanlam's investments in India and maintaining business relationships. Mr. Fick holds a Bachelor of Commerce in Actuarial Science and has over 18 years of actuarial experience. The appointment authorizes the Director and Secretary to take necessary actions to give effect to the resolution.

General Notes for Attendees:

• A member entitled to attend and vote may appoint a proxy, who need not be a member. The proxy form must be deposited at the Company's Registered Office at least 48 hours before the meeting.
• Members/Proxy holders are requested to produce the admission slip.
• Corporate members intending to send representatives should provide a certified copy of a board resolution authorizing them.
• Registers and relevant documents will be available for inspection at the Registered Office during business hours (11:00 am to 1:00 pm on working days except holidays) and at the AGM.
• Shareholders are requested to update their details (name, address, PAN, bank details, etc.) with their Depository Participant(s).

Explanatory Statement:

Items 5 & 6 regarding the appointment of Mr. V. Manickam and Mr. Venkatakrishna Narayana are based on the recommendation of the Nomination and Remuneration Committee. The Board believes that both individuals fulfill the conditions for appointment as Independent Directors and are independent of the management. The Board recommends the passing of these resolutions. None of the Directors and Key Managerial Personnel are concerned or interested, financially or otherwise, in these resolutions.

Item 7 (Mr. Thian Joost Fick's appointment) is similarly recommended by the Board, having received the necessary disclosures from Mr. Fick. None of the Directors and Key Managerial Personnel are concerned or interested, financially or otherwise, in this resolution.