NOTICE OF THE 12TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 12th Annual General Meeting (the Meeting) of Shareholders of AGP Limited (the Company) will be held on Monday, April 20, 2026, 11.00 A.M. at Ramada Karachi Creek, Zulfiqar Street 1, DHA Phase VIII, Karachi, through inperson and video link facility to transact the following business:

ORDINARY BUSINESS

• 1. To confirm the minutes of the 11th Annual General Meeting held on April 10, 2025.
• 1. To consider, approve and adopt the Standalone and Consolidated Audited Financial Statements of the Company together with Directors' and Auditors' Reports thereon for the year ended December 31, 2025.
• 1. To appoint Auditors for the year ending December 31, 2026, and fix their remuneration.
• 1. To consider and approve the payment of final dividend at the rate of PKR 6.00 per share (i.e. 60%) as recommended by the Board of Directors.
• 1. To transact any other business with the permission of the Chair.

SPECIAL BUSINESS

1. Special Resolution No. 1 – Amendment of Articles of Association

To consider and, if deemed appropriate, pass with or without modification, the following as a special resolution to amend the Articles of Association of the Company by inserting a new Article 5A under the heading "CAPITAL" to enable the Company to establish and implement an Employee Stock Option Scheme (ESOS) in accordance with applicable laws and regulations.

RESOLVED THAT

"pursuant to Section 38 of the Companies Act, 2017, the Articles of Association of AGP Limited be and are hereby amended by inserting a new Article 5A under the heading 'CAPITAL' as follows:

5A. Employee Stock Option Scheme: Notwithstanding anything contained in these Articles, the Company may, in accordance with law and subject to such approvals or permissions as may be required, establish and implement an Employee Stock Option Scheme (ESOS) and may issue further shares or provide shares to its employees in such manner as may be authorized by law and approved by the Board from time to time.

FURTHER RESOLVED THAT

"the Company Secretary be and is hereby authorized to file the amended Articles of Association and Form-26 with the Registrar, SECP."

7. Special Resolution No. 2. – Buy-back of Shares

To consider and, if deemed appropriate, pass with or without modification, the following as a special resolution for the purchase/buy-back by the Company of its issued and paid-up ordinary shares in accordance with Section 88 of the Companies Act, 2017 and the Listed Companies (Buy-Back of Shares) Regulations, 2019, on the terms and conditions as set out in the resolutions below.

RESOLVED THAT

"pursuant to Section 88 of the Companies Act, 2017 and the Listed Companies (Buy-Back of Shares) Regulations, 2019, the approval of the members of AGP Limited be and is hereby accorded for the purchase/buy-back by the Company of up to 5.6 million issued and paid-up ordinary shares, representing 2% of the total paid-up capital, having face value of Rs. 10/- each."

RESOLVED FURTHER THAT

"the shares so purchased shall be held as Treasury Shares in accordance with applicable law."

RESOLVED FURTHER THAT

"the Purchase shall be made through the Pakistan Stock Exchange (Open Market) at the spot/current share price during the purchase period in accordance with Regulation 8(2) of the Regulations."

RESOLVED FURTHER THAT

"the purchase period shall be for 180 days commencing from April 22, 2026, to October 18, 2026, or until completion of purchase, whichever is earlier."

RESOLVED FURTHER THAT

"The Chief Executive Officer of the Company, or any person authorized by him, be appointed as the Company's authorized officer ("Authorized Officer") to undertake all necessary actions in relation to the buy-back, including but not limited to observing the spot price of the Company's shares and determine and approve the quantum of shares that may be purchased by the Company (as may be deemed fit) on a day-to-day basis during the purchase period."

RESOLVED FURTHER THAT

"the Chief Executive Officer and/or the Company Secretary be and are hereby jointly and severally authorized to take all necessary actions, file requisite returns (including Form-26), and execute all documents required by the SECP, PSX, and CDC to give effect to this resolution."

1. Special Resolution No. 3 – Renewal and Enhancement of Funding Facilities to and from Associated Companies To consider the enhancement and renewal of funding facilities to and from associated companies, namely OBS AGP (Private) Limited and OBS Pakistan (Private) Limited, which were renewed earlier by the shareholders in their meeting held on April 10, 2025 and if deemed appropriate, pass with or without modification, the following resolution, as a special resolution as required under Section 199 of the Companies Act, 2017 read together with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

RESOLVED THAT

"the Company be and is hereby authorized to renew and enhance, for a further period of twelve (12) months, short term funded and / or unfunded financing facilities and / or security to and from its associated companies, namely OBS AGP (Private) Limited and OBS Pakistan (Private) Limited, from PKR 500 Million to PKR 1,000 million each to meet excess debt requirements and / or funding shortfalls or to otherwise assist the Company and such associated companies in meeting and fulfilling their financial obligations."

RESOLVED FURTHER THAT

"such facilities extended by the Company to its associated companies and vice versa as per the preceding resolution, will be extended for a period of one (1) year and shall be renewable annually for each successive year, unless not renewed."

RESOLVED FURTHER THAT

"the Chief Executive officer together with Chief Financial Officer or Company Secretary of the Company be and are hereby jointly authorized to do all acts, deeds and things, take or cause to be taken all necessary actions to comply with all legal formalities and requirements and file necessary documents, as may be necessary or incidental for the purpose of implementing this resolution."

A Statement under section 134(3) of the Companies Act, 2017 relating to the above-mentioned special business is annexed with the notice.

By Order of the Board

Karachi. Muhammad Asad Khan Dated: March 30, 2026 Company Secretary

NOTES:

1. Closure of Share Transfer Books

The share transfer books of the Company will remain closed from April 13, 2026, to April 20, 2026 (both days inclusive). Transfers received in order at the office of our Registrar, namely CDC Share Registrar Services Limited situated at CDC House, 99-B, Block B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi - 74400 by the close of business on April 12, 2026, will be treated as being in time for the purposes of payment of final cash dividend to the transferees and to attend and vote at the Meeting.

2. Appointment of Proxy Holder

A member of the Company entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on his / her behalf. Proxies in order to be effective must be received at the registered office of the Company or emailed at [email protected] not later than forty-eight (48) hours before the time of holding the Meeting. In calculating the aforesaid time period, no account shall be taken of any day that is not a working day. A member shall not be entitled to appoint more than one proxy. Proxy form is available at Company's website www.agp.com.pk and also attached at the end of the annual report.

3. Guidelines for CDC Account Holders

Any Individual Beneficial Owner of CDC, entitled to vote at this Meeting, must bring his/her original Computerized National Identity Card (CNIC) to prove identity, and in case of proxy, a copy of shareholder's attested CNIC must be attached with the proxy form. Representatives of corporate members should bring the Board of Directors' resolution / power of attorney with specimen signature of the nominee for such purpose.

CDC account holders shall follow the guidelines as laid down in Circular No. 1 dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan (SECP).

4. Participation in the Annual General Meeting

SECP through its Circular No. 4 of 2021 dated 15 February 2021, Circular No. 6 of 2021 dated 3 March 2021, read together with the clarification bearing number SMD/SE/2(20)/2021/117 dated 15 December 2021, has directed listed companies to ensure the participation of members in general meeting through electronic means as a regular feature in addition to holding physical meetings.

Accordingly, in compliance with the directives from SECP, the Company is also providing the facility to its shareholders to attend the Meeting through video link. To avail this facility, members are requested to register their following particulars by sending an e-mail at [email protected].

After necessary verification, the video link and login credentials will be shared with the shareholders whose e-mails containing all the requested particulars are received at the given e-mail address by April 19, 2026. The shareholders are also encouraged to send their comments / suggestions related to the agenda items of the Meeting on the abovementioned e-mail address by the close of business hours on April 17, 2026.

5. Notice of AGM and Annual Report

In accordance with Section 223 of the Companies Act, 2017 and pursuant to SECP's SRO 389(1)/2023 dated March 21, 2023, the Company has obtained shareholders' approval in the 10th Annual General Meeting of the Company held on March 19, 2024, to circulate the Annual Report of the Company to Members through QR enabled Code and Website. A complete set of Annual Report 2025 can be downloaded from the following:

Further, the notice of the Meeting and the Annual Report 2025 is uploaded on the official website of the Company and posted at PUCAR. The Annual Report 2025 shall also be e-mailed to the members who have provided their valid email addresses to the Company or Registrar. Other members who wish to receive the Annual Report 2025 through email or hard copy at their registered address may send us the request with the following particulars at [email protected]:

Members are requested to intimate any change in their registered email addresses in a timely manner, to ensure effective communication by the Company.

6. Polling on Special Business

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 (Regulations) amended through notification dated December 05, 2022, issued by SECP, wherein, SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

7. E-voting Procedure

• a. Details of the e-voting facility will be shared through an email on April 13, 2026, with those members of the Company whose valid CNIC Numbers, cellular phone numbers and email address are available in the register of members of the Company by the close of business on April 10, 2026.
• b. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited, being the e-voting service provider.
• c. Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.
• d. E-voting lines will start from April 14, 2026, 09:00 a.m. and shall close on April 19, 2026, at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

8. Postal Ballot

Members may alternatively opt for voting through postal ballot. The members shall ensure that duly filled and signed ballot paper, along with copy of CNIC, should reach the Chairman of the meeting through post on the Company's registered address, AGP Limited, B-23-C, S.I.T.E., Karachi with attention to the Company Secretary, or email with subject "Voting through Postal Ballot" at [email protected] no later than April 19 2026, during working hours. The signature on the ballot paper shall match the signature on CNIC. The postal ballot paper will be placed on the Company's website www.agp.com.pk at least seven (7) days before the meeting.

9. Scrutinizer

In accordance with Regulation 11 of the Regulations, the Board of the Company has appointed M/s Junaidy Shoaib Asad, Chartered Accountants, a QCR rated audit firm, to act as the Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.

10. Video Conference Facility

Pursuant to Section 132(2) of the Companies Act, 2017, if the Company receives consent from members holding in aggregate ten percent (10%) or more shareholding residing at geographical location, to participate in the meeting through video conference at least seven (7) days prior to the date of meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. The Company will intimate Members regarding venue of video conference facility at least five (5) days before the date of the Meeting along with complete information necessary to enable them to access such facility. In order to avail this facility please provide the following information to our Registrar:

"I/We, _________of _____________ being a member of AGP Limited holder of ________Ordinary Share(s) as per Register Folio No./ CDC Account No. ___________ hereby opt for video conference facility at (Please insert name of the City).

__________________ Signature of member"

11. Electronic Payment of Cash Dividend

In accordance with the provisions of section 242 of the Companies Act 2017, a listed company is required to pay cash dividend only through electronic mode directly into the bank account designated by the entitled shareholders. Accordingly, the shareholders who have not yet provided their relevant information are requested to provide the same as mentioned on an E-Dividend Mandate Form available at the website of the Company to the Registrar. The CDC account holders must submit their information directly to their broker (participant) / CDC.

As per the provisions of section 243(3) of the Companies Act, 2017 and Regulation 6 of the Companies (Distribution of Dividends) Regulations, 2017, the Company may withhold the payment of dividend to shareholders who have not provided valid bank details and copy of CNIC or NTN.

12. Withholding Tax on Dividend

In pursuance to section 150 read with Division I of Part III of the First Schedule of the Income Tax Ordinance, 2001, the rates of deduction of income tax from dividend payments shall be 15% for a person appearing in Active Taxpayers List (ATL) and 30% for a person not appearing in ATL. However, the provisions of withholding tax at additional rate from the person not appearing in ATL are not applicable to the extent of dividend payment to non-resident persons.

In case of joint shareholders, tax will be deducted on the basis of shareholding of each shareholder as may be notified by them, in writing as follows, to our Registrar, by the close of business hours on April 13, 2026, or if no such notification is received each shareholder shall be assumed to have an equal number of shares:

Withholding Tax exemption from the dividend income shall only be allowed if a copy of valid tax exemption certificate is made available to the Registrar by close of business on the first (1st) day of book closure.

13. Unclaimed Dividend

As per the provisions of section 244 of the Companies Act 2017, any shares issued, or dividend declared by the Company which remains unclaimed / unpaid for a period of three (3) years from the date on which it was due and payable are required to be deposited with the SECP in an account specified by the Federal Government. Shareholders whose dividend remains unclaimed till date are requested to approach the Company to claim their unclaimed / unpaid amount of dividend. In case, no claim is filed with the Company within the due time frame, the Company shall proceed to deposit the unclaimed / unpaid amount dividend or any other share with the Federal Government pursuance to section 244(2) of the Act.

14. Conversion of Physical Securities into Book Entry Form

In accordance with section 72 of the Companies Act, 2017, SECP through its letter dated March 26, 2021, has advised all listed companies to pursue their shareholders to replace their shares in physical form into book entry form within a period not exceeding four (4) years from the date of promulgation of the Companies Act, 2017. Consequently, all shareholders bearing physical folios / share certificates are requested to convert their shares from physical form into book entry form at the earliest. Maintaining shares in book entry form has many advantages such as safe custody of shares with the CDC, fast and convenient selling of shares, avoidance of formalities required for the issuance of duplicate shares and paperless environment which makes the process eco-friendly.

STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

AGENDA ITEM NO. 6 – Amendment of Articles:

Purpose of Amendment: The Board of Directors seeks to align the interests of the Company's employees with those of its shareholders by introducing a mechanism for equity-based incentives. This initiative is intended to attract, retain, and motivate high-performing talent essential for the Company's long-term growth. At present, the Articles of Association do not contain an enabling provision for implementation of an Employee Stock Option Scheme (ESOS).

Nature of Amendment: The proposed amendment is an enabling provision which provides a legal framework for implementation of ESOS in the future, subject to the Companies (Further Issue of Shares) Regulations, 2020 and other applicable laws. The amendment allows flexibility in structuring employee share-based incentives as permitted by law.

AGENDA ITEM NO. 7 – Buy Back of Shares:

The Board of Directors, in its meeting held on March 19, 2026, recommended the purchase of the Company's own shares to optimize its capital structure. The buy back is expected to improve Earnings Per Share (EPS) and the break-up value of the Company's shares. Retention of such shares as Treasury Shares shall also provide flexibility to meet future requirements, including potential employee incentive schemes.

AGENDA ITEM NO. 8 – Renewal and Enhancement of Funding Facilities to and from Associated Companies

The Shareholders in their meeting held on April 10, 2025, had approved the extension or renewal of funding facilities / security up to PKR 500 million to and from each of its associated companies, namely OBS AGP (Private) Limited (OBS AGP) and OBS Pakistan (Private) Limited (OBS PK) for a period of one (1) year.

In order to provide greater financial flexibility and to support the working capital requirements of the Company and its associated companies, it is proposed to renew and enhance the limit of such funding facilities and/or security from PKR 500 million to PKR 1,000 million to and from each associated company for a further period of one (1) year. Each financing facility will be provided on an arm's length basis and will carry a markup rate which shall not be lower than the average borrowing cost of the Company. The extension and enhancement of funding facilities will ensure that short-term funds are readily available for the Company and its associated companies and will help them to manage their working capital requirements efficiently.

These short-term facilities have been utilized during the year by AGP Limited. However, there is no balance outstanding at the end of the year. Interest rate was duly charged on the facility and recorded in the accounts.

These short-term facilities are being renewed as earlier approved by the shareholders.

Except to the extent as mentioned in B(v) above, the Board of Directors of the Company have no direct or indirect interest in this Special Business.

The annual audited financial statements of OBS AGP and OBS PK for the year ended December 31, 2025, shall be made available for inspection of the members in the meeting.

AGP LIMITED

POSTAL BALLOT PAPER for voting through post for the Special Businesses at the Annual General Meeting to be held on Monday, April 20, 2026, at 11:00 A.M. at Ramada Karachi Creek, Zulfiqar Street 1, DHA Phase VIII, Karachi. Phone: +92-21-111 247 247 Website: www.agp.com.pk.

Resolution For Agenda Item No. 6 – Amendment of Articles of Association

To consider and, if deemed appropriate, pass with or without modification, the following as a special resolution to amend the Articles of Association of the Company by inserting a new Article 5A under the heading "CAPITAL" to enable the Company to establish and implement an Employee Stock Option Scheme (ESOS) in accordance with applicable laws and regulations.

RESOLVED THAT

"pursuant to Section 38 of the Companies Act, 2017, the Articles of Association of AGP Limited be and are hereby amended by inserting a new Article 5A under the heading 'CAPITAL' as follows:

5A. Employee Stock Option Scheme: Notwithstanding anything contained in these Articles, the Company may, in accordance with law and subject to such approvals or permissions as may be required, establish and implement an Employee Stock Option Scheme (ESOS) and may issue further shares or provide shares to its employees in such manner as may be authorized by law and approved by the Board from time to time.

FURTHER RESOLVED THAT

"the Company Secretary be and is hereby authorized to file the amended Articles of Association and Form-26 with the Registrar, SECP."

Resolution For Agenda Item No. 7 – Buy-back of Shares

To consider and, if deemed appropriate, pass with or without modification, the following as a special resolution for the purchase/buy-back by the Company of its issued and paid-up ordinary shares in accordance with Section 88 of the Companies Act, 2017 and the Listed Companies (Buy-Back of Shares) Regulations, 2019, on the terms and conditions as set out in the resolutions below.

RESOLVED THAT

"pursuant to Section 88 of the Companies Act, 2017 and the Listed Companies (Buy-Back of Shares) Regulations, 2019, the approval of the members of AGP Limited be and is hereby accorded for the purchase/buy-back by the Company of up to 5.6 million issued and paid-up ordinary shares, representing 2% of the total paid-up capital, having face value of Rs. 10/- each."

RESOLVED FURTHER THAT

"the shares so purchased shall be held as Treasury Shares in accordance with applicable law."

RESOLVED FURTHER THAT

"the Purchase shall be made through the Pakistan Stock Exchange (Open Market) at the spot/current share price during the purchase period in accordance with Regulation 8(2) of the Regulations."

RESOLVED FURTHER THAT

"the purchase period shall be for 180 days commencing from April 22, 2026, to October 18, 2026, or until completion of purchase, whichever is earlier."

RESOLVED FURTHER THAT

"The Chief Executive Officer of the Company, or any person authorized by him, be appointed as the Company's authorized officer ("Authorized Officer") to undertake all necessary actions in relation to the buy-back, including but not limited to observing the spot price of the Company's shares and determine and approve the quantum of shares that may be purchased by the Company (as may be deemed fit) on a day-to-day basis during the purchase period."

RESOLVED FURTHER THAT

"the Chief Executive Officer and/or the Company Secretary be and are hereby jointly and severally authorized to take all necessary actions, file requisite returns (including Form-26), and execute all documents required by the SECP, PSX, and CDC to give effect to this resolution."

Resolution For Agenda Item No. 8 – Renewal and Enhancement of Funding Facilities to and from Associated Companies

To consider the enhancement and renewal of funding facilities to and from associated companies, namely OBS AGP (Private) Limited and OBS Pakistan (Private) Limited, which were renewed earlier by the shareholders in their meeting held on April 10, 2025 and if deemed appropriate, pass with or without modification, the following resolution, as a special resolution as required under Section 199 of the Companies Act, 2017 read together with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

RESOLVED THAT

"the Company be and is hereby authorized to renew and enhance, for a further period of twelve (12) months, short term funded and / or unfunded financing facilities and / or security to and from its associated companies, namely OBS AGP (Private) Limited and OBS Pakistan (Private) Limited, from PKR 500 Million to PKR 1,000 million each to meet excess debt requirements and / or funding shortfalls or to otherwise assist the Company and such associated companies in meeting and fulfilling their financial obligations."

RESOLVED FURTHER THAT

"such facilities extended by the Company to its associated companies and vice versa as per the preceding resolution, will be extended for a period of one (1) year and shall be renewable annually for each successive year, unless not renewed."

RESOLVED FURTHER THAT

"the Chief Executive officer together with Chief Financial Officer or Company Secretary of the Company be and are hereby jointly authorized to do all acts, deeds and things, take or cause to be taken all necessary actions to comply with all legal formalities and requirements and file necessary documents, as may be necessary or incidental for the purpose of implementing this resolution."

Notes / procedures for submission of duly filled-in Ballot Paper:

• 1. Duly filled ballot paper should be sent to the Chairman at B-23-C, S.I.T.E, Karachi, with attention to the Company Secretary, or email at [email protected]
• 1. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
• 1. Ballot paper should reach the Chairman by or before Sunday, April 19, 2026. Any postal Ballot received after this date, will not be considered for voting.
• 1. Signature on ballot paper should match with signature on CNIC/ Passport, (In case of foreigner).
• 1. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
• 1. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member.
• 1. Ballot Paper form has also been placed on the website of the Company at: www.agp.com.pk. Members may download the Ballot paper from the website or use an original/photocopy published in newspapers.

Date:

Shareholder/Proxy holder Signature/Authorized Signatory (In case of corporate entity, please affix company stamp)

Form of Proxy

AGP Limited

• a. to affix Revenue Stamp at the place indicated above;
• b. to sign in the same style of signature as is registered with the Company;
• c. to write down his/her Folio Number/CDC Account Number.
• 1. For the appointment of the above Proxy to be valid, this instrument of proxy must be received at the registered office of the Company, AGP Limited, B-23-C, S.I.T.E., Karachi 75700, at least 48 hours before the time fixed for the Meeting.
• 1. Any alteration made in this instrument of proxy should be initialed by the person who signs it.
• 1. In addition to the above, the following requirements have to be met for CDC Account Holders / Corporate Entities:
• a. Attested copies of CNIC or the passport of the beneficial owners and of the Proxy must be furnished with the proxy form.
  • b. The Proxy must produce his original CNIC or original passport at the time of the Meeting.
  • c. In case of corporate entities, the Board of Directors' resolution/power of attorney and specimen signature must be submitted (unless it has been provided earlier) along with proxy forms to the Company.

AGP

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______________________