Intimation of Notice of the 52nd AGM dated 02nd September 2024

Notice of Annual General Meeting

GENERAL INSURANCE CORPORATION OF INDIA

(A Government of India Company)

Regd. Office: 'Suraksha', 170, J. Tata Road, Churchgate, Mumbai-400020

Tel: +91-22-2286 7000 Fax: +91-22-2288 4010

Website: www.gicre.in

CIN: L67200MH1972GOI016133 IRDAI REG. NO.: 112

NOTICE

NOTICE is hereby given that the 52nd ANNUAL GENERAL MEETING (AGM) of the members of GENERAL INSURANCE CORPORATION OF INDIA (the Corporation) will be held on Thursday, the 26th September 2024 at 3:00 p.m. through Video Conferencing (VC)/Other Audio-VisualMeans (OAVM) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Corporation for the financial year ended 31st March 2024 and the reports of the Board of Directors and the Auditors thereon.
2. To declare dividend of ` 10/- per equity share for the financial year 2023-24, as recommended by the Board of Directors.
3. To authorize the Board of Directors to fix the remuneration of the Joint Statutory Auditors appointed by the Comptroller and Auditor General of India (C&AG) for the financial year 2024-25.
4. To appoint a Director in place of Shri Ramaswamy Narayanan, Chairman and Managing Director (DIN:10337640), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS

1. Appointment of Shri Hitesh Rameshchandra Joshi (DIN: 09322218) as Executive Director of the Corporation To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the letter dated 9th July 2024 issued by the Ministry of Finance, Government of India, Section 152 and 196 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other relevant rules & applicable provisions, if any, of the Companies Act, 2013, relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), IRDAI (Corporate Governance) Regulations, 2024 and provisions of Article 83(ii) of Articles of Association of the Corporation, the appointment of Shri Hitesh Rameshchandra Joshi (DIN: 09322218), as Executive Director on the Board of the Corporation in the scale of pay of ` 1,76,800 - 2,24,000 w.e.f. 9th July 2024 i.e. the date of assumption of office, and upto the date of his attaining the age of superannuation (i.e. 30.09.2028), or until further orders, whichever is earlier."
   "RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. Appointment of Ms. Radhika C. S. (DIN:10703999) as Executive Director of the Corporation
   To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the letter dated 9th July 2024 issued by Ministry of Finance, Government of India, Section 152 and 196 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other relevant rules & applicable provisions, if any, of the Companies Act, 2013, relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), IRDAI (Corporate Governance) Regulations, 2024 and provisions of Article 83(ii) of Articles of Association of the Corporation, the appointment of Ms. Radhika C. S. (DIN: 10703999), as Executive Director on the Board of the Corporation in the scale of pay

Notice of Annual General Meeting

of ` 1,76,800 - 2,24,000 w.e.f. 12th July 2024 i.e. the date of assumption of office, and upto the date of her attaining the age of superannuation (i.e. 30.06.2025), or until further orders, whichever is earlier."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

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Notice of Annual General Meeting

NOTES:

1. The Ministry of Corporate Affairs ("MCA") has vide its General Circular numbers 20/2020, 02/2021, 19/2021, 21/2021, 02/2022, 10/2022 and 09/2023 and the Securities and Exchange Board of India (the"SEBI") vide its Circular no. SEBI/HO/PoD-2/P/CIR/2023/4 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 5th January, 2023 and 7th October, 2023, respectively, (collectively referred to as "Circulars") permitted holding of the Annual General Meeting of companies through Video Conferencing or Other Audio Visual Means ("VC/OAVM"), without physical presence of the Members at a common venue till 30th September 2024.
2. In compliance with applicable provisions of the Companies Act, 2013 ("the Act") read with the relevant Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the 52nd Annual General Meeting of the Corporation is being conducted through VC/OAVM (hereinafter referred to as "AGM"). In accordance with the Secretarial Standard -2("SS-2") on General Meeting issued by the Institute of Company Secretaries of India ("ICSI") read with Guidance/ Clarification dated 15th April 2020 issued by Institute of Company Secretaries of India ("ICSI"), the proceedings of the AGM shall be deemed to be conducted at the registered office of the Corporation which shall be the deemed venue of the AGM.
3. Pursuant to Section 143(5) of the Act, the Auditors of a Government Company are to be appointed or re-appointed by the Comptroller and Auditor General of India (C&AG) and in terms of Section 142(1) of the Act, their remuneration has to be fixed by the Corporation in the Annual General Meeting or in such manner as the Corporation in General Meeting may determine. Accordingly, the members are requested to authorize the Board of Directors of the Corporation to fix the remuneration of the Joint Statutory Auditors appointed by the Comptroller and Auditor General of India for the financial year 2024-25.
4. As per the provisions of Clause 3.A.II. of the General Circular No. 20/2020 dated 5th May 2020, the matter of Special Business as appearing at item no. 5 and 6 of the accompanying Notice, is considered to be unavoidable by the Board and hence forming part of this Notice
5. Additional Information as required under Regulation 36(3) of the SEBI LODR Regulations, in respect of Item No. 4, 5 and 6 is furnished as annexure to the Notice.
6. A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the meeting, in respect of item no. 5 and 6 is annexed hereto and forms part of the Notice.
7. A Member entitled to attend and vote at the meeting is entitled to appoint proxy/proxies to attend and vote instead of himself/ herself and such proxy/proxies need not be a Member of the Corporation. Since this AGM is being held in accordance with the relevant Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Further, in accordance with the Circulars, the facility for appointment of proxy/proxies by the Members will not be available for the AGM. Hence, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
8. The Corporation has engaged the services of National Securities Depository Limited ('NSDL') for facilitating participation by the Members at the AGM through VC/OAVM including e-voting during the AGM.
9. Institutional/Corporate Members (i.e. other than individuals, HUF, NRI etc.) intending to authorize representatives to attend AGM on its behalf, are requested to send a duly certified scanned copy (PDF/JPG Format) of its Board/governing body resolution/authority letter etc. with attested specimen signature of the duly authorized signatory(ies) electronically through their registered email address to the Scrutinizer atmail@csraginichokshi.com/ragini.c@rediffmail.comwith a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.
10. The attendance of the Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
11. In compliance with the aforesaid circulars, Notice of the AGM along with the Annual Report for the financial year ended on 31st March 2024 is being sent only through electronic mode to those Members whose email addresses are registered with the RTA/Depository Participant (DP). The Notice calling the AGM and the Annual Report has been uploaded on the website of the Corporation at www.gicre.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and on the website of NSDL at www.evoting.nsdl.com.

Notice of Annual General Meeting

1. Green Initiative:
   In support of the "Green Initiative", Members who have not yet registered their email addresses are requested to register the same with their respective DPs in case the shares are held by them in electronic form or with M/s. KFin Technologies Limited. ("RTA") in case the shares are held by them in physical form.
2. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 and relevant documents referred to in this Notice and explanatory statements, will also be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email tocs.gic@gicre.instating their DP-ID & Client ID or Folio No along with their PAN Card.
3. The Board of Directors at its meeting held on 28th May 2024, recommended the payment of final dividend of ` 10/- per share of Face Value of ` 5/- each for the financial year 2023-24.
4. Record date for Dividend:

The Corporation has announced Record date of Wednesday, 11th September 2024 and accordingly Dividend on Equity Shares as recommended by the Board of Directors for the Financial Year 2023-24, if approved at the AGM, will be paid within the stipulated period of 30 days of declaration, to those eligible members whose name appeared:

1. 1. As Members in the Register of Members of the Corporation as on Wednesday, 11th September 2024 in respect of shares held in Physical Form.
2. Pursuant to the provisions of Income Tax Act, 1961 and Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st April 2020 and the Corporation is required to deduct tax at source ("TDS") from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the Members are requested to refer to the Finance Act, 2020 and amendments thereof. The Members are requested to update their PAN with the Corporation/RTA (in case of shares held in physical mode) or with respective DPs (in case of shares held in demat mode). A separate communication has been sent to shareholders with details of applicable tax rates to different categories of shareholders and documents/details required to be submitted. Members are requested to submit the relevant documents on or before Thursday, 12th September 2024. The detailed communication regarding TDS on dividend is provided on the link: https://www.gicre.in/en/investors-public-disclosures/investors-en/intimation-to-stock-exchanges/regulation-30-sebi-lodr-reg-2015
   Kindly note that no documents in respect of TDS would be accepted from members after Thursday, 12th September 2024.
3. Transfer of Unclaimed/Unpaid amounts to the Investor Education and Protection Fund (IEPF):
   Members are hereby informed that Dividends which are not encashed or remain unclaimed for a consecutive period of seven years from the date of transfer to Unpaid Dividend Account, are liable to be transferred to Investor Education & Protection Fund (IEPF) constituted by the Central Government under Section 124 and 125 of the Companies Act, 2013. The shares in respect of such unclaimed dividends are also liable to be transferred to the Demat account of the IEPF Authority.
   In view of this, Members/Claimants are requested to kindly ensure updation of their bank details and also claim their dividends from the Corporation, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF-5 available on www.iepf.gov.in.

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1. Members' holding shares in Multiple Folios:
   Members holding shares in physical form in multiple folios, in identical names or joint holding in the same order of names, are requested to send the share certificates to RTA for consolidation into a single folio.
2. Updation of Details:
   Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, bank mandate details etc.:
3. 1. For shares held in dematerialised form - to their respective DP.
   2. For shares held in physical form - to the RTA, M/s. KFin Technologies Limited, Selenium, Tower-B, Plot number 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032. Tel. Nos.: (040) 6716 1562; Fax No.: (040) 2300 1153; E-mail Address: einward.ris@kfintech.comor at the registered office of the Corporation.

Further, Members may note that SEBI has mandated the submission of PAN by every participant in securities market.

1. Non-ResidentMembers:
   Non-Resident Indian Members are requested to inform RTA/their respective DP immediately of:
2. 1. Change in their local address in India for correspondence and e-mail ID for sending all e-communications.
   2. Change in their residential status on return to India for permanent settlement.
   3. Particulars of their bank account maintained in India with complete name, branch, account type, account number, IFSC Code, MICR No. and address of the bank, if not furnished earlier, to enable Corporation to remit dividend to the said Bank Account directly.
3. Remote E-voting:
   Process and Manner of e-voting is as under:
4. 1. In terms of Section 108 of the Companies, Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (LODR) Regulations and the aforesaid circulars, the Corporation is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. For this purpose, Members are provided with the facility to cast their votes electronically through the remote e-voting platform provided by NSDL on all resolutions set-forth in this notice.
   2. Members of the Corporation holding shares either in physical form or in electronic form as on the cut-off date of Thursday, 19th September 2024 may cast their vote by remote e-voting. The voting rights of the members (for voting through remote e-voting before the AGM and e-voting during the AGM) shall be in proportion to the shares held by them in the paid-up equity share capital of the Corporation, as on the cut-off date.
      The remote e-voting facility would commence on Saturday, 21st September 2024 at 09:00 A.M. (IST) and end on Wednesday, 25th September 2024 at 05:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution stated in this notice is cast by member through remote e-voting, the member shall not be allowed to change it subsequently and such e-vote shall be treated as final.
   3. Members will be provided with the facility for voting through the electronic voting system during the video conferencing proceedings at the AGM. The Members who have cast their vote by remote e-voting before the AGM may also attend the AGM, however such Member shall not be allowed to vote again.

d. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only, shall be entitled to avail the facility of remote e-voting before the AGM as well as e-voting during the AGM. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Corporation and becomes member of the Corporation after the notice is sent through e-mail and holding shares as of the cut-off date i.e. Thursday, 19th September 2024, may obtain the login ID and password by sending a request at evoting@nsdl.comor to Corporation/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password

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by using "Forgot User Details/Password" or "Physical User Reset Password" option available onwww.evoting.nsdl.comor call on 022 - 4886 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Corporation and becomes a Member of the Corporation after sending of the Notice and holding shares as of the cut-offdate i.e. 19th September 2024 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system".

25. Instructions for attending the AGM through VC/OAVM and remote e-voting(before and during the AGM) are given below

1. The Members can join the AGM in theVC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on NSDL's e-voting website at www.evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI LODR Regulations (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Corporation atwww.gicre.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
5. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-votingperiod begins on Saturday, 21st September 2024 at 09:00 A.M. and ends on Wednesday, 25th September 2024 at 05:00 P.M. The remote e-votingmodule shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the record date (cut-offdate) i.e. Thursday, 19th September 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-upequity share capital of the Company as on the cut-offdate, being 19th September 2024.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.