PIONEER INSURANCE COMPANY LIMITED

Dividend Distribution Policy

Effective Date: This policy has been approved by the Board of Directors of the Company and is effective immediately.

1. Background & Objective

This policy, titled “Pioneer Insurance Company Ltd. Dividend Distribution Policy”, is prepared and adopted in compliance with the directive of the Bangladesh Securities and Exchange Commission (BSEC).

The objective of this policy is to provide guidance to stakeholders on the dividend distribution framework of the Company. The Board of Directors shall refer to this policy while declaring dividends, in compliance with the Companies Act, Income Tax Act, BSEC notifications/directives, and other applicable laws.

2. Definitions

• “The Act” refers to the Companies Act, 1994; Insurance Act, 2010; BSEC Act and related rules.

• “The Company” means Pioneer Insurance Company Ltd.

• “AGM” means Annual General Meeting.

• “Board” means the Board of Directors of the Company.

• “Shareholders” are members registered in the Company’s Member Register.

• “Shares” mean Ordinary Equity Shares.

3. Types of Dividend

As per the Act, dividends are of two types:

A. Interim Dividend

Declared by the Board between two AGMs from profits of the current calendar year.

B. Final Dividend

Recommended with the annual financial statements and approved at the AGM.
If no final dividend is declared, interim dividend paid during the year shall be considered final.

4. Declaration of Dividend

Dividends are distributed in the form of cash and/or stock (bonus) and represent the profit shared with shareholders. They can be declared from:

A. Profits for the year (after adjustment of past losses/depreciation)
B. Undistributed profits of previous years
C. Both A & B

In case of insufficient profits, dividends may be declared from free reserves/dividend equalization fund, subject to legal compliance.

5. Parameters for Recommending/Declaring Dividend

The Board shall consider the following internal and external factors:

• Net profit after tax

• Free reserves

• Operating cash flows

• Liquidity position

• Investment opportunities

• Dividend trends of the Company and peers

• Any other relevant factor deemed fit by the Board

6. Financial Parameters

The Company aims to ensure consistent shareholder returns while maintaining capital appreciation and investment attractiveness. Decisions shall consider:

• Company-specific performance

• National and macroeconomic indicators

7. Utilization of Retained Earnings

Subject to the Act and other laws, retained earnings may be used for:

• Bonus share issuance

• Interim/final dividends

• Internal resource enhancement

• Capital expenditure/expansion/acquisition

• Debt repayment

• Other permitted uses as decided by the Board

8. Parameters for Various Classes of Shares

Currently, the Company has only Ordinary Shares. All equity shareholders are treated equally in dividend distribution.

9. Situations Where Dividend May Not Be Paid

Dividends may not be paid under the following conditions:

• Company incurs losses or has inadequate profits

• Funds are needed for capital allocation or working capital

• Insufficient liquidity

• Adverse, uncontrollable situations

• Any other reason as determined by the Board under the Articles of Association

10. Dividend Distribution Mode & Time

Cash Dividend:
Paid via BEFTN, Account Payee Cheque, Warrant, or other electronic modes approved by Bangladesh Bank. Non-resident, sponsor, director, unit holder, or FPI payments will be made via custodians or regulatory-approved methods.

If claimed by Stock Brokers/Merchant Bankers on behalf of clients (with margin loan/debit balance), payments will go to CCBA or separate accounts as instructed.

In absence of banking details or when electronic distribution fails, dividend warrants will be sent via post.

Upon payment and tax deduction (if applicable), the Company will notify shareholders via SMS/email.

The Company will:

• Maintain BO-wise/name-wise/folio-wise records of unpaid or unclaimed dividends

• Publish year-wise summaries of unpaid dividends on the website

• Credit stock dividends directly to BO accounts or issue bonus share certificates within 30 days, subject to exchange/CDBL clearance

• Submit a compliance report to BSEC within 7 working days and publish the same on the website

• Not forfeit unclaimed dividends until legally barred

• Transfer unclaimed cash/stock dividends or unrefunded public money after 3 years to the Capital Market Stabilization Fund (CMSF)

11. Disclosure

This policy will be disclosed in the Annual Report and published on the Company’s website:
👉 www.pioneerinsurance.com.bd

Any additional parameters or changes to this policy will also be disclosed along with justifications.

12. Review / Amendment

The Board may revise or amend this policy as necessary. Any legal or regulatory changes shall be deemed effective immediately, regardless of incorporation in this document.

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