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Amreli Steels Limited Proxy Solicitation & Information Statement 2026

May 21, 2026

71588_rns_2026-05-21_73d5e4a4-d0de-4aa5-a538-06ad706e6747.pdf

Proxy Solicitation & Information Statement

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Pakistan Standards
R
1044 201

21 May 2026
ASL/PSX/0337/2026

The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi

Subject: Notice of Extraordinary General Meeting and Postal Ballot Paper - Published

Dear Sir,

In furtherance to our letter bearing No. ASL/PSX/0336/2026 dated 20 May 2026, we are writing to inform you that the “Notice of Extraordinary General Meeting - EOGM” of the Company and “Postal Ballot Paper for special business to be transacted in the EOGM” to be held on Wednesday, 17 June 2026 have been published in today’s publication of ‘the Dawn’ and ‘the Daily Dunya’.

Enclosed herewith are scanned copies of the Newspapers’ clippings.

Thanking you,

Yours Sincerely,

img-0.jpeg

Adnan Abdul Ghaffar
Company Secretary

Encl: As above.

cc:
The Director/HOD
Surveillance, Supervision & Enforcement Department
Securities and Exchange Commission of Pakistan
NIC Building, 63 Jinnah Avenue
Blue Area, Islamabad

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AMRELI STEELS LIMITED
Registered Office
A/18, S.I.T.E., Karachi-75730.
52 [email protected]
AMRELI STEELS


A

AMRELI STEELS

Notice to hereby given that the Extraordinary General Meeting (EGG/M) of the shareholders of Amreli Steels Limited (the Company) will be held on Wednesday, 17 June 2018 at 04:40 pm at Auditorium Hall of the Institute of Chartered Accountants of Pakistan (ICAP) located at Bikok - IL Chartered Accountants Avenue, Chittan, Karachi to transact the following businesses: The shareholders can also attend the EGGM via video link facility.

Special Business:

  1. To consider and discussed it, pass the following resolutions on special resolutions (with or without modification) to increase authorized share capital of the Company in accordance with the Companies Act, 2017 as recommended by the Board of Directors:

RESOURD THAT the approval of the shareholders of Amreli Steels Limited ("the Company") be and is hereby accorded to increase authorized share capital of the Company from Rs.1,000,000,000 (Buyers Five Billion Only) divided into 420,000,000 ordinary shares of Rs.18/- each and 80,000,000 cumulative preference shares of Rs.18/- each to Rs. 8,000,000,000 (Buyers Eight Billion Only) divided into 720,000,000 (Green Hundred and Twenty Million) ordinary shares of Rs.18/- each and 80,000,000 (Eighty Million) cumulative preference shares of Rs.18/- each.

FURTHER RESOURD THAT in consequence of the aforesaid increase in the authorized share capital of the Company, the existing Clause V of the Memorandum of Association and Clause 3 of the Articles of Association of the Company be and are hereby amended accordingly to read as follows:

Clause V of Memorandum of Association:

  1. The authorized capital of the Company is Rs. 8,000,000,000 (Buyers Eight Billion Only) divided into 800,000,000 shares comprises of 720,000,000 ordinary shares of Rs.18/- each and 80,000,000 cumulative preference shares of Rs.18/- each. The ordinary shares and cumulative preference shares shall have the respective rights and benefits given by in these Articles. The Company shall have power to increase, reduce or reorganize the capital of the Company and divide the ordinary share capital of the Company (with ordinary and preference) into several classes in accordance with the provisions of the law applicable for the time being.

Clause 3 of Articles of Association:

IS CAPITAL

  1. Capital: The authorized capital of the Company is Rs.8,000,000,000 (Buyers Eight Billion Only) divided into 800,000,000 shares comprises of 720,000,000 ordinary shares of Rs.18/- each and 80,000,000 cumulative preference shares of Rs.18/- each. The ordinary shares and cumulative preference shares shall have the respective rights, benefits, privileges and conditions as are provided in the Articles of Association of the Company. The Company shall have power to increase, reduce, sub-divide or reorganize the capital of the Company and divide the ordinary share capital of the Company (with ordinary and preference) into several classes in accordance with the provisions of the law applicable for the time being.

FURTHER RESOURD THAT the ordinary shares when issued shall carry equal voting rights and rank part power with the existing ordinary shares of the Company in all respects/routines in conformity with the provisions of the Companies Act, 2017.

FURTHER RESOURD THAT the Final Executive Officer and/or Chief Financial Officer and/or Company Secretary be and are hereby singly authorized to do all acts, deeds and things and take all steps and necessary actions ancillary and incidental including filing of requisite documents and returns as may be acquired with the Registrar of Companies, Securities and Exchange Commission of Pakistan and excepting with all other regulatory requirements to effectuate and implement the aforesaid resolutions.

  1. To transact any other business as may be placed before the meeting with the permission of the Clerk.

Sponsor(s) under Section 174(3) of the Companies Act, 2017 concerning special business are annexed to the notice of meeting circulated to the members of the Company.

By Order of the Board

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Notes:

  1. Participation in the EGGM Proceeding via Video Link Facility:

The Company also facilitates participation of its shareholders through a video link facility in pursuance to Circulars entitled by the EIGY. The members/process interested in participate in the EGGM through this facility are requested to share below information as itemized column of amendments over with subject "Registration for EGGM of Amreli Steels Limited".

Shareholder Name Fees/ CDC Number CNSI Number Coil Number Registered Email Address

Video links and login credentials will be shared with the members/process whose actual containing all the above particulars are received at the given email address by the close of business on or before 12 June 2024.

  1. Clauses of Share Transfer Books:

The Share Transfer Books of the Company will remain closed from 18 June 2020 to 17 June 2026 (both days included). Transfers received in order by our Share Registrar, M.H., THE Associates (Pm.) Limited, Plot No. 12-C, Joint Commercial, Nirek 2, U.K.A., Phase-VII, Karachi 70240, Pakistan by the close of business on 09 June 2024 will be considered in time for attending the meeting.

  1. Appointment of Pension:

  2. A member entitled to attend, speak and vote at the Extraordinary General Meeting is entitled to appoint another member as his/her proxy to attend, speak and vote on his/her behalf.

  3. The instrument appointing proxy and the power of attorney or other authority under which it is signed, or a substitute certified copy of the power or authority must be deposited at the registered office of the Company at least 48 hours before the time of the meeting. Form of Proxy is enclosed.
  4. The proxy form shall be referenced by two persons whose names, addresses and CNN numbers shall be mentioned on the form.
  5. In case of individual, the account holder or sub-account holder shall furnish the affected copies of CNC or the passport of the member and the proxy along with the proxy form.
  6. Corporate member shall submit the Board of Directors' resolution/Flower of Attorney with specimen signature, along with the proxy form.

  7. Attending the Extraordinary General Meeting:

  8. In case of individual, whether physical shareholder or the account holder or sub-account holder at Central Depository Company (CDC), shall authenticate his/her identity by showing his/her original CNC or original passport at the time of attending the meeting.

  9. The proxy shall also produce his/her original CNC or original passport at the time of meeting.
  10. Members registered on CDC are also requested to bring their account directly with the CDC.
  11. In case of a corporate entity, the Board of Directors' resolution/Fower of Attorney with specimen signature of the members, shall be produced at the time of the meeting (unless it has been provided earlier).

  12. Change in Members Addresses:

Members are requested to notify any change in their addresses immediately to the Share Registrar M.H. THE Associates (Pm.) Limited.

  1. Procedure For E-Voting & Postal Ballots:

The members are hereby notified that the EIGY vote Campaigns (Postal Ballot) Regulations, 2018 requires 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.

Accordingly, the members of the Company will be allowed to exercise their right to vote through e-voting facility or voting by post to this General Meeting. In accordance with the conditions mentioned in the aforesaid regulations, the Company shall provide its members with the following options for voting:

a. Procedure for E-voting:

  1. Details of the e-voting facility will be shared through an e-mail with three members of the Company who have their valid CNC numbers, cell numbers, and e-mail addresses available in the register of members of the Company to the close of business of 09 June, 2026.
  2. The web address, login details, will be communicated to members via email. The bulletin/paper will be communicated to members through UAS from web portal of THE Associates (Primary) Limited (being the e-voting service provider).
  3. Identify all the members including in- and over through e-voting shall be authorized through electronic signature or authentication for login.
  4. E-Voting Code will start from 11 June 2026. 09:00 a.m. and shall close on 18 June 2026 at 5:00 p.m. Members can cast their voice 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.

b. Procedure for Voting Through Postal Ballot:

  1. For members who wish to opt for voting through post, Ballot Paper is published and the same is also available on the Company's website www.ameritalmail.com.
  2. The members shall receive that duty filled and signed ballot paper along with copy of CNC/NEOW or Passport (to case of foreign national), should reach the Chairman of the meeting through post on the Company's registered address in 10, SITE, Karachi, or email at [email protected], you may before the General Meeting, during working hours.

  3. Consent for Video Conference Facility:

In compliance with Section 174(3) (9) of the Companies Act, 2017, members of the Company may attend and participate in the EGGM through video conference facility. If members(s) residing in a city other than Karachi, collectively briefing 10% or more shareholding, demand in writing, to participate in the EGGM through video conference at least ten (10) days prior to the date of the EGGM.

To send each facility please submit the following form with the requisite information of the Registered Office of the Company:

[This __ of _ being considered] of Amreli Steels Limited, holder of ordinary shares(s) in our Registered Policy/CDC Account No. hereby apt for video conference facility & ___ to attend the EGGM to be held on 17 June 2024 or any adjournment thereof.

Name and Signature(s)

Date

The Company will estimate members regarding venue of video conference facility at least five (55) days before the date of the EGGM along with complete information necessary to enable them to access such facility.

  1. Prohibitions on Grant of Gifts to Shareholders:

In compliance with section 105 of the Companies Act, 2017 and ISO 452(1)2015 dated March 17 2025, issued by IECP, it is hereby notified that no gifts to any form or manual, shall be distributed to shareholders at the General Meeting.

  1. Code of Conduct for Shareholders in General Meeting:

Section 215 of the Companies Act, 2017 ("the Act") and Regulation 55 of the Companies Regulations, 2024, "Conduct of Shareholders at Meetings" state as follows:

  1. shall not bring such material that may cause threat to participants or premises where meeting is being held.
  2. shall confine themselves to the agenda items covered in the notice of meeting;
  3. shall keep comments and discussion restricted to the effect of the company; and
  4. shall not conduct in a manner to disclose any political affiliation or offend religious susceptibility of other members.

Statement reader Section 174(3) of the Companies Act, 2017

This statement sets out the material facts concerning the Special Business to be transacted at the Extraordinary General Meeting of the Company to be held on 17 June 2026.

Agenda No. 3:

Increase in Authorized Share Capital of the Company and consequent amendments to the Memorandum and Articles of Association of the Company:

The existing authorized share capital of the Company is FGB 5,000,000,000/- (Buyers Five Billion only) divided into 420,000,000 ordinary shares of Rs.18/- each and 80,000,000 cumulative preference shares of Rs.18/- each. The ordinary shares and cumulative preference shares shall have the respective rights, benefits, privileges and conditions as are provided in the Articles of Association of the Company. The Company shall have power to increase, reduce, sub-divide or reorganize the capital of the Company and divide the Ordinary Share Capital of the Company (with Ordinary and Preference) into several classes in accordance with the provisions of the law applicable for the time being.

The authorized capital of the Company is Rs.8,000,000,000 (Buyers Eight Billion Only) divided into 800,000,000 shares comprising of 720,000,000 ordinary shares of Rs.18/- each and 80,000,000 cumulative preference shares of Rs.18/- each. The ordinary shares and cumulative preference shares shall have the respective rights, benefits, privileges and conditions as are provided in the Articles of Association of the Company. The Company shall have power to increase, reduce, sub-divide or reorganize the capital of the Company and divide the ordinary share capital of the Company (with ordinary and preference) into several classes in accordance with the provisions of the law applicable for the time being.

The other set of

Description Existing Clause Proposed Amended Clause
Clause V of Memorandum of Association The authorized capital of the Company is Rs. 1,000,000,000/ (Buyers Five Billion Only) divided into 800,000,000 shares comprising of 420,000,000 ordinary shares of Rs. 18/- each and 80,000,000 Cumulative Preference Shares of Rs. 18/- each. The Ordinary Shares and Cumulative Preference Shares shall each have the respective rights, benefits, privileges and conditions as are provided in the Articles of Association of the Company. The Company shall have power to increase, reduce, sub-divide or reorganize the capital of the Company and divide the Ordinary Share Capital of the Company (with Ordinary and Preference) into several classes in accordance with the provisions of the law applicable for the time being. The authorized capital of the Company is Rs.8,000,000,000 (Buyers Eight Billion Only) divided into 800,000,000 shares comprising of 720,000,000 ordinary shares of Rs. 18/- each and 80,000,000 cumulative preference shares of Rs.18/- each. The ordinary shares and cumulative preference shares shall have the respective rights, benefits, privileges and conditions as are provided in the Articles of Association of the Company. The Company shall have power to increase, reduce, sub-divide or reorganize the capital of the Company and divide the Ordinary Share Capital of the Company into several classes in accordance with the provisions of the law applicable for the time being.

Interest of directors:

The Directors of the Company and their relatives have no interest directly or indirectly in the proposed increase in authorized share capital and amendments in the Memorandum and Articles of Association of the Company except in their capacities as Directors or members of the Company.

Availability of Relevant Documents:

A copy of the existing and amended Memorandum and Articles of Association identifying the changes proposed therein bearing the initial of the Company Secretary for identification purposes is available for inspection at the registered office of the Company from 9:40 a.m. to 5:09 p.m. on any working day, up to the last working day before the date of the EGGM. The same shall also be available for inspection by the members at the EGGM.

For any query, problem/information, numbers may contact our Share Registrar at the following address:

THE Associates (Pm) Ltd

Plot No. 12-C, Joint Commercial, Nirek 2, U.K.A., Phase-VII, Karachi 70240, Pakistan

UAS No [621] 111-000-222

Threat No [621] 31410107

Email: [email protected]


DAWN, THURSDAY 21 MAY 2026

AMRELI STEELS LIMITED

Registered Address: A-1B, S.I.T.E., Karachi
Email: [email protected]
Website: https://amrelisteels.com/

POSTAL BALLOT PAPER

Ballot paper for voting through post or poll at the Extraordinary General Meeting to be held on Wednesday, 17 June 2026 at 04:00 pm at Auditorium Hall of the Institute of Chartered Accountants of Pakistan (ICAP) located at Block - 8, Chartered Accountants Avenue, Clifton, Karachi

Contact details of the Chairman, where duly filled and signed ballot paper may be sent:
Registered address of the Company: A-1B, S.I.T.E., Karachi
Email: [email protected]:

Name of shareholder/joint shareholders
Registered Address
Number of shares held and folio number
CNIC/NICOP Number or Passport Number (in case of Foreign national) (copy to be attached)
Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.)

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (✓) mark in the appropriate box below; (In case if both the boxes are marked as “✓”, the vote shall be treated as “Rejected”).

S.No. Nature and Description of resolutions I/We assent to the Resolutions (FOR) I/We dissent to the Resolutions (AGAINST)
1. Special Resolution (Agenda No. 1)

RESOLVED THAT the approval of the shareholders of Amreli Steels Limited (“the Company”) be and is hereby accorded to increase authorized share capital of the Company from Rs.5,000,000,000 (Rupees Five Billion Only) divided into 420,000,000 ordinary shares of Rs.10/- each and 80,000,000 cumulative preference shares of Rs.10/- each to Rs. 8,000,000,000 (Rupees Eight Billion Only) divided into 720,000,000 (Seven Hundred and Twenty Million) ordinary shares of Rs.10/- each and 80,000,000 (Eighty Million) cumulative preference shares of Rs.10/- each;

FURTHER RESOLVED THAT in consequence of the aforesaid increase in the authorized share capital of the Company, the existing Clause V of the Memorandum of Association and Clause 3 of the Articles of Association of the Company be and are hereby amended accordingly, to read as follows:

Clause V of Memorandum of Association:

V. The authorized capital of the Company is Rs. 8,000,000,000 (Rupees Eight Billion Only) divided into 800,000,000 shares comprises of 720,000,000 ordinary shares of Rs.10/- each and 80,000,000 cumulative preference shares of Rs.10/- each. The ordinary shares and cumulative preference shares shall each have the respective rights, benefits, privileges and conditions as are provided in the Articles of Association of the Company. The Company shall have power to increase, reduce, sub-divide or reorganize the capital of the Company and divide the ordinary share capital of the Company (both ordinary and preference) into several classes in accordance with the provisions of the law applicable for the time being.

Clause 3 of Articles of Association:

II. CAPITAL

  1. Capital: The authorized capital of the Company is Rs. 8,000,000,000 (Rupees Eight Billion Only) divided into 800,000,000 shares comprises of 720,000,000 ordinary shares of Rs.10/- each and 80,000,000 cumulative preference shares of Rs.10/- each. The ordinary shares and cumulative preference shares shall have the respective rights and benefits given by in these Articles. The Company shall have power to increase, reduce or reorganize the capital of the Company and divide the ordinary share capital of the Company into several classes in accordance with the provisions of the law applicable for the time being.

FURTHER RESOLVED THAT the ordinary shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares of the Company in all respects/matters in conformity with the provisions of the Companies Act, 2017.

FURTHER RESOLVED THAT the Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary be and are hereby singly authorized to do all acts, deeds and things and take all steps and necessary actions ancillary and incidental including filing of requisite documents and returns as may be required with the Registrar of Companies, Securities and Exchange Commission of Pakistan and complying with all other regulatory requirements to effectuate and implement the aforesaid resolutions. | | |

Signature of shareholder(s) / Proxyholder/
Authorized Representative (in case of corporate entity)
Place:
Date:

NOTE:

  1. Duly filled postal ballot should be sent to the Chairman, at the above-mentioned postal address or email address (with attention to the Company Secretary).

  2. Copy of CNIC/NICOP or Passport (in case of foreign national) should be enclosed with the postal ballot form.

  3. Postal ballot forms should reach the Chairman of the meeting on or before 16 June 2026 during working hours. Any postal ballot received after this date, will not be considered for voting.

  4. Signature on postal ballot should match with signature on CNIC/NICOP.

  5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.

  6. In case of representative of body corporate and corporation, postal ballot must be accompanied by copy of CNIC of authorized person, along with a duly attested copy of Board Resolution, Power of Attorney or Authorization letter in accordance with section(s) 138 and 139 of the Companies Act, 2017, as applicable, unless these have been submitted along with the Proxy Form. In case of foreign body corporate etc. all documents must be attested from the Counsel General of Pakistan having jurisdiction over the member.

  7. Ballot Paper has also been placed on the website of the Company https://amrelisteels.com/. Members may download the ballot paper from the website or use original/photocopy published in the newspaper.


Daily Dunge Haracht Thursday May 21, 2020

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