Pakgen Power : NOTICE OF EXTRAORDINARY GENERAL MEETING

N I S H A T

PKGL-PSX/192

The General Manager, Pakistan Stock Exchange Ltd, Stock Exchange Building, Stock Exchange Road, Karachi.

October 22, 2025

PUCARS / TCS

SUB: NOTICE OF EXTRA ORDINARY GENERAL MEETING

Dear Sir,

Further to our Letter No LPL-PSX-174 dated October 16, 2025, enclosed please find a copy of the Notice of Extra Ordinary General Meeting of the Members of Pakgen Power Limited to be held on November 20, 2025 (Thursday) at 11:30 a.m. at Emporium Mall, The Nishat Hotel. Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore.

Please circulate amongst the TRE certificate holders. Thanking you,

Yours sincerely,

KHALID MAH OOH

OHAN COMPANY SE RETA YN -

The Director / HOD,

Surveillance, Supervision and Enforcement Department, Securities & Exchange Commission of Pakistan,

NIC Building. 63 Jinnah Avenue, Blue Area,

Islamabad. Fax No. [phone]/TCS

N 1 6 H A T

NOTICE OF r•XTBA ORDINARY GENERAL MEETING

Notice is hereby given that an Extra Ordinary General Meeting ("LOGJVP') of the members of Pakgen Power Limited(the "Company") willbeheld onNovember 20, 2025 (Thursday) at 11:30 AM atEmporium Mall, TheNishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul HaqRoad, Johar Town, Lahore by physical presence, as well as via Zoom video-conferencing, to transact the following special business:

• To consider and, if deemed fit, pass with or without modification, addition(s) or deletion(s), the resolution proposed in the accompanying statement of material facts as special resolution under Section 88 and all other applicable provisions of the Companies Act, 2017 read with the Listed Companies (Buy-Back of Shares) Regulations, 2019 for the purchase/buy-back by Pakgen Power United (the 'Compeny'Q of up to 185,000,000 (One Hundred Eighty Five Million) issued ordinary shares of the Company of the face value of Rs. 10/- (Rupees Ten) each through the Pakistan Steck Exchange Limited, as recommended by the Board ofDirectors of the Company.

The statement ofmaterial facts under Section 134 ofthe Companies Act, 2017 penai* 8 * * aforesaid special business along with dmft special resolution are annexed to this notice. The notice ofthe meeting as

well as the statement has also been placed on the Company's website https://www.mkqenpower.cmm.

By Order oard

Khalid ood h han

/Ompan Sec

Dated: October 20, 2025

1. The Share Transfer Books of the Company will remain closed from 13-11-2025 to 20•11-2025 (both days inclusive) for attending and vofing at EOGM. The Physical transfers/CDS Transactions lDs received in order up to 1:00 p.m. on 12-11-2025 at COC Sham Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shabrah-e-Faisal, Karachi will be considered in tizrte for attendiag the meeting.

2. A sbareko1dsr entitled to attend and vote at thc meeting may appoint another member as his / her pmxy to attend and vote for him / her. in caae of a corporate entity the insimment appointing a pmxy duly signed and stamped, together with Power of Attorney, if any, under which it is signed

   ‹r anotarially certified copy thereofmust be received at the Registered Office ofthe Company not later than 48 hours before the Dme of holding the meeting ff amember appoints more than one j oxy, and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid. Form of proxy in English and Urdu languages is attached to this

   
   
   
   
   

   N I S £f A T

   Members through book entry system under Central Depositary Company ofPakistan Limited, are advised to bring their original National Identity Cards / Passport along with copy of their particulars of CDC Account duly authenticated by the cmcerned Participant/Investor Account Services for verification and also follow the under mentioned guidelines as laid down by the Securities and Exchange Commission ofPakistan under Circular No.1 of 2000:

   A. I'or Atteadfag tbe ñteetiag

   1. In case of Individuals, the account holder and/or sub-account holder whose registration detailfi are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport along with copy of CDC Account Registration details duly authenticated by the concerned Participant/Investor Account Services at the time of attending the Meeting.

   2. In case of corporate entity, the person attending the meeting on behalf of the corporate entity must produce Board Resolution duly certified by the Chief Executive Officer/Director and/or a duly notarized power of attorney inhis favor along with copy of proxy form submitted with the Company, the Board Resolution/Power of Attorney must contain specimen signaMe of the person attending meeting.

      & Per a.

      b.

      Appointing Proxies

      ln case of individuals, the account holder and/or sub-account holder whose registnttion details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.

      The proxy form shall be witnessed by two persons, whose names, addresses and CNIC

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   3. Attested copies of the CNIC or the Passport of beneficial owners, proxy folder and witnesses shall be furnished with the proxy form.

   4. The proxy shall produce his original CNIC ot original passport at the time ofthe Meeting

   In case of corporate entity, Board Resolution duly certified by the Chief Execuave Officer/Director and/or a duly notarized power of attorney in favor ofproxy holder along with proxy form to the Company The Board Rmolution/Power of Attorney must contain specimen signature of pmxy holder.
   
   

3. The shareholders interested to attend the mating through video-link may seryd the information (i.o., copy of vaiid CNIC, Folio / CDC Account Number, Cell Number, Email Address, certified copy ofboard resolution/notarized power of attorney) to the Company Secretary by November 14, 2025 at email address: khali h or sent Video link and lngin credentials will be shared with the members whose emails, containing all the required particulars, are received by the aboYe deadline.

4. Shareholders hol4ing physical shares as well as those registered inthe Central Depository Company of Pakistan Limited and or their proxics must bring their original CNlGs or POCS or original Passports at the time of attending the meeting for identification purposes. If proxies are appointed by such shareholders the same must be accompanied with attested oopies of the CMC's or the Passport of the members. Repnsentañves of corporate membe should bring certified copies of Board ofDirectors Resolution /Power of Attorney with attested specimen signature at the time of attending the Extm Ordinary General Meeting.

   
   
   
   
   

   N I S H A T

5. Shareholders are requested to notify immediately changes, if any, in their registered address.

6. In accordance with the Companies (Postal Ballot) Regulations, 2018, (the "Regulations") the right to vote through electronic voting facility and voting by post shall be pmvided to the members.

   1. Procedure for r-Voting:

      1. Detail of e-Voting facility will be shared through e-mail with those members of the company who have valid CNIC numbers, cell numbers / e-mail addresses (Registered email ID) available in the Register ofMembers ofthe Company by the end of business on or before 5:00 PM on November 13, 2025.

      2. Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

      3. Members shall cast vote for special business online from November 17, 2025 at 09:00 AM tillNovember 19, 2025 at 5:00 p.m. Voting shatl glose onNovember 19, 2025 at 5:00 p.in. A YOte once cast by aMember, shall not be allowed to be changed.

      4. The Company has appointed Ws CDC Share Registrar Services Limited as E-voting Service Provider in terms of&e Regulations.

         
         
         

         1. Members may alternatively opt for voting through postal ballot. For convenience of the members, Ballot Paper is annexed to tfiis notice and the same is also available on the Wmpany's website https://www.pakeenpower.com to download.

         2. The memhers must ensure that the duly filled is and Sized ballot paper, along with a copy of Computerized National Idenaty Card (CNIC) should reach the Chairman of the meeting through post at the Company's registered address, Nishat House, 53-A, Lawrence Road, Lahoreor through email address at chairmenGnpekaeopower cmmone day before the EOGM, i.e., on November 19, 2025 before 5:00 p.m. A postal ballot received after this time / date ahal1 not be eonsidemd for voting. The signature on ths Ballot Paper shall match with signature on the CNIC / Company's recoñh

7. Shareholders are requested to notify immediately of any change in their address to the Company's

   sham registrar

8. No gift shall be distributed at the meeting.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134 OF THE COMPANIES ICT, 2017

This statement sets out the material facts pertaining to the special business to be transacted at the Extra Ordinary General Meeting ofPakgen Power Limited (the "Company") to be held onNovember 20, 2025.

N I S H A T

The Board ofDirectors of the Company, in its meeting held on October 16, 2025, has recommended to the members of the Company for their approver by passing special resolution to purchase/buy-back of up to 185,000,000 (One Hundred Eighty five Million) issued ordinary shares of the Company of the face value ofRs. 10/- (Rupees Ten) each out of distributable pmfits / reserves of the Company (the 'key-Beclf') in accordance with Section 88 and all other applicable provisions of the Companies Act, 2017 (the "Act") read with the Listed Companies (Buy-Back of Shares) Regulations, 2019 (the "Regnlatlous").

The following is the relevant detail / salient features of the Buy-Back as recommended by the Board of Directors of the Company for approval ofthe members in connection with the Buy-Back:

	Remmmendatlon ofBoard
Number of shares proposed to be purchased	Upto 185,000,000 ordinary sharea comprising 49.72% ofthe totalousttndiogshsres.
Purpose of the Purchase	Canclmñoh
Mode ofPurchase	Through Pakistan Stock Exchange Limited
Purchase Price	The shares shall be purchased •i tn spot/current share price prevailing during tho purchase period and acceptable to the Company
	November 27, 2025 to May 15, 2026 or till such time the purchase is complete whichever is earlier.
Justification of the purchase and effect on the financial position of	The purchase will provi‹k an opportunity of exit to the members. This will alao impmve the book value post buyback

As required under the Regulations, the Board of Directors has undertaken that the funds specified for the Buy-Back i.e. to the extent of the shares that will actually be purchased during the purchase period, shall be available witii the Company, and that after the purchase, the Company shall be capable of meeting its obligation on time during the period up to the end ofthe immediately succeeding twelve months. The source of funds shall be the Company's own funds. The Company is not on defaulter counter of Pakistan Stuck Exchange Limited and it has not defaulted on gny debt instrument.

The Directors have no personal interest, directly or indirectly, in the proposed business for the purchase / buy-back of issued ordinary share of the Company except to the extent of their respective Shareholdings held by them in the Company and entitiemetrt thereof.

Interms ofSection 88 ofthe Aot, read with theRegulations, the following broad ptocedum shallbe followed for the Buy-Back:

1. The Company will make a Public Announcement for the Buy-Back through Pakistan Stock Exchange Limited within two working days ofthe passing ofthe special resolution by the members.

   
   
   
   
   

2. Tire Public Announcement shall be published in two daily newspapers on the date of the Public

   
   
   
   
   

   N i ga a z

3. The Buy-Back shall be made through the automated trading system ofPakistan Stock Exchange Limited during the purchase period i.e. from November 27, 2025 to May 15, 2026 (botii days inclusive), or till such date that the Buy-Back is completed, whiGbeVer is earlier.

4. The Buy-Baok shall be made at the spot / current price prevailing at the Pakistan 8tock Exchange Limited acceptable to the Company.

5. The Company shall intimate thePakistan Stock Exchange Limited and the Securities and Exchange Commission ofPakistan on daily basis the number of ahares purchased along with purchase price.

The Company has appointed Mr. Khalid Mahmood Chohan, Company Secretary as authorized officer to act es manager to the otter wbo shall be ensure compliance with the legal requirements pertaining to the Buy-Back.

The Board ofDirectors of the Company has recommended that the resolution, as set out below, be passed as special resolution, with or without any modification (s), addition(s) or deletion(s).

"RESOLVED THAT:

1. Approval of the members ofPakgen Power Limited (the 'Company") be and is hereby accorded and the Company be and is hereby authorized in terms of Section 88 and ail other applicable provisions of the Companies Act, 2017 read with the Listed Companies (Buy-Back of Shares) Regulations, 2019 to purchase / buy-back up to 185,000,000 issued ordinary shares of face value ofRs. 10/- (Rupees Ten) each (49.729» of the total outstanding shares) through the Pakistan Stock Exchange Limited at the spot/current price acceptable to the ooaipany prevailing during the purchase period and as per other details mentioned in the statement ofmaterial facts annexed to this Notice.

2. The ordinary shares purchased pursuant to this special resolution shall be cancelled in accordance with Section 88 of the Companies Act, 2017 read With be Listed Companies (Buy-Back of Shares) Regulations, 2019.

3. The pumhase of shares shall be made through the Pakistan Stock Exchange Limited and the purchase period shall be from November 27, 2025 to May 15, 2026 or till such time the purchase of shares is complete, whichever is earlier.

4, The Company Secretary ("Authorized Officer") be and is hereby singly authorized and empowered to take all such necessary, ancillary and incidental steps and dO all such acts, deeds and things that may be required for the purpose of giving effect to this resolution and for the purpose of implementing and completing the pumhase/buy-back by the Company of its issued ordinary shares.

1. The Authorized Officer, be and is hereby further authorized and empowered, to take or cause to be taken all actions including but not limited to preparation and circulation of the notice of the Entra Ordinary General Meeting, preparing the special resolution and other documents, engaging legal counsel and consultants forthe purposes ofthe above, Gling ofall the requisite statutory forms, returns

   
   
   

   N I S H A T

   and all other documents as msy be required to be filed with the Commission, submitting all such documents asmay be requimd, executing all such documents or instniment including any amendments or substitutions to any of the foregoing as may be required or necessary it1 respect of implementing and completing tfie purchase/buy-back by the Company of its issued ordinary shares and all otl+er matters incidental or ancillary thereto.

2. All acts, deeds, and actions taken by the Authorized Officer pursuant to the above resolution for and onbehalf of and inthe name ofthe Pakgen Power Limited ahall be binding aca, deeds and things dona by the Company.

   
   
   
   
   

3. The aforesaid SpecialRcsolution shall be subject to any amendment, modification, addition or deletion as may be suggested, directed and advised by the Commission which if considered necessary and requlred by the Authorized Representative shall Ie deemed to be part ofthe Special Resolution passed without the need of the members to pass a fresh Special Resolution."

NISHAT

BALLOT PAPER FOR VOTING THROUGH POST

For voting through post for the Special Business at the Extra-ordinary General Meeting of Pakgen Power Limited to be held on (Thursday) November 20, 2025 at 11:30 AM (PST) at Emporium Mall, the Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: chairman@pakeenp‹›wer com

Name of shareholder/joint shareholder(s):
Registered Address:
Folio No. / CDC Participant / Investor ID with sub-account No.
Number of shares held
CNIC, NICOP/Passport No. (In case of foreigner)(Copy to be attached)
tAendi o a and e cl u s (In case of representative of body corporates, corporations and Federal Government)
Name of Authorized Signatory:
CNIC, NICOP/Passport No. (In case of foreigner) of Authorized Signato‹v- (Copy to be attached)

Special Resolution

"RESOLVED THAT: Approval of the members of Pakgen Power Limited (the "Company") be and is hereby accorded and the Company be and is hereby authorized in terms of Section 88 and all other applicable provisions of the Companies Act, 2017 read with the Listed Companies (Buy-Bach of Shares) Regulations, 2019 to purchase / buy-back up to 185,000,000 issued ordinary shares of face value of Rs. 10/- (Rupees Ten) each (49.72% of the total outstanding shares) through the Pakist‹in Stock Exchange Limitecl at the spot/current price acceptable to the company prevailing during the purchase period anal as per other details nientioncd in ttae statement of material facts annexerl to this Notice. The ordinary shares purchased pursuant to this special resolution shall be cancelled in accordance with Section 88 of the Companies Act, 2017 read with the Listed Companies (Buy-Back of Shares) Regulations. 2019. The purchase of shares shall bc made through the Pakistan Stock Exchange Limited and the purchase period shall be from November 27, 2025 to May 15, 2(126 or till such time the purchase of shares is complete, w'laichcvcr is earlier. The Company Secretary ("Authorized Officer") be and is hereby singly authorized and empowered to take all such necessary, ancillary and incidental steps and do all such acts, deeds and things that may be required for the purpose of giving effect to this resolution and for the purpose of implementing and completing the purchase/buy-back by the Company of its issued ordinary shares. The Authorized Officer, be and is hcreby further authorized and empowered, to take or cause to be tiiken all actions including but not limited to preparation and circulation of tlac notice of the Extra Ordinary f3eneral Meeting, preparing the special resolution and other cJocuinents, engaging legal counsel and consultants for the purposes of tlac above, filing o1 all the requisite statutory' forms, rcturns and all other documents as may be rcquired to be filed with the C?oinmission, subniining all such documents as may be required, executing all such documents or instrument including any amendments or substitutions to any of the f‹n'egoirig as may be required or necessary in respect of implementing and completing the purchase/buy-b‹ick by the Company of its issued ordinary shares and all other matters incidental or ancillary thereto. All acts, deeds. and actions taken by the Authorized Officer pursuant to the above resolution for and on behalf of and in the name or' the Pakgen Power Liiiiited shall be binding acts, deeds and things done by the Company. The aforesaid Special Resolution shall be sub.iect to any amendment, modification, addition or deletion as may be suggested, directed and advised by the Commission which if considered necessary and required by the Authorized Rept'esentative shall be deemed to be part of the Special Resolution passed without the need of the members to pass a fresh Special Resolution."

NISHAT

I/we hereby exercise my/our vote in respect of above mentioned special resolutions through postal ballot by conveying my/our assent or

dissent to the said resolutions by placing tick (V) mark in the appropriate box below:

5r. hto.	Nature and Description of resolution	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
1.	Special Resolution as per Notice of meeting (as given above)

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

Date: NOTES:

1. Duly filled postal ballots should be sent to the Chairman at Nishat House, 53-A, Lawrence Road, Lahore or through Cmail at: [e-mail].

2. Copy of CNIC, NICOP/Passport (In case of foreigner) should be enclosed with the postal ballot form.

3. Postal Ballot form should reach the Chairman of the Meeting on or before November 19, 2025 before 5:00 p.m. Any Postal Ballot received after this time/date, will not be considered for voting.

4. 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 Consul General of Pakistan having jurisdiction over the member.

S. Signature on postal ballot should match with signature on CNJC, NICOP/Passport (In case ol° foreigner).

6. Incomplete, unsiglJed, i›Jcorrect, defaced, torn, mutilated, over written ballot paper will be rejected.