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Atlas Battery Limited Proxy Solicitation & Information Statement 2026

Apr 28, 2026

71593_rns_2026-04-28_a0e34eed-8e76-4cf0-b569-482231c64d8f.pdf

Proxy Solicitation & Information Statement

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting (“EOGM”) of the shareholders of Atlas Battery Limited (“the Company”) will be held on Wednesday, May 20, 2026 at 10:00 a.m. at 2nd Floor, Federation House, Sharae Firdousi, Clifton, Karachi, as well as through electronic means to transact the following businesses:

Ordinary Business:

  1. To confirm the minutes of Annual General Meeting held on September 29, 2025.

  2. To elect seven (7) Directors as fixed by the Board of Directors, for a term of three years commencing from May 21, 2026 in accordance with the provisions of Section 159 (1) of the Companies Act, 2017.

The names of retiring Directors are as follows

  1. Mr. Aamir H. Shirazi 4. Mr. Fahd K. Chinoy 7. Mr. Toru Furuya 2. Mr. Ali H. Shirazi 5. Mr. Sanaullah Qureshi 3. Mr. Bashir Makki 6. Ms. Mehreen Amin

Other Business

  1. To transact any other business with the permission of the Chair.

BY ORDER OF THE BOARD Faizan Raza Nayani Karachi: April 29, 2026 Company Secretary

NOTES:

1. Closure of Share Transfer Books

  • The Share Transfer Books of the Company will remain closed from May 13, 2026 to May 20, 2026 (both days inclusive). Transfers received in order at the office of our Share Registrar M/s. Hameed Majeed Associates (Private) Limited, Karachi Chambers, Hasrat Mohani Road, Karachi, Pakistan before the close of business (05:00 p.m.) on Tuesday, May 12, 2026 will be considered in time to attend and vote at the meeting.

2. Election of Directors

  • Any person who seeks to contest election to the office of Director, whether he / she is a retiring Director or otherwise, shall file the following with the Registered Office of the Company / Share Registrar, not later than fourteen days before the date of the EOGM:

  • a) Notice of his / her intention to offer himself / herself for the election of Directors under Section 159 (3) of the Companies Act, 2017;

  • b) Consent to act as a Director (duly completed and signed) on the Appendix to Form -9 of the Companies Regulations, 2024 as required under Section 167 of the Companies Act, 2017 and certify that he / she is not ineligible to become a director under applicable laws, rules & regulations; and he / she confirms to hold the qualification shares in accordance with the Articles of Association of the Company;

  • c) Detailed profile along with his / her office address and details about offices and directorships held in other companies, body corporates, firms or other legal entities; for placement on Company’s website;

  • d) Signed declaration in respect of being compliant with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria, as set out in Section 153 of the Companies Act, 2017 to act as Director of a listed company;

  • e) Signed declaration by Independent Director under Clause 6 (3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019;

  • f) Signed undertaking by Independent Director on non-judicial stamp paper that he / she meets the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Directors) Regulations, 2018;

  • g) Attested copy of valid CNIC / Passport and NTN; and h) His / her Folio number / CDC Account number.

3. Participation in General Meeting A member entitled to attend and vote at the General Meeting is entitled to appoint another member as a proxy to attend and vote on his / her behalf. In case of a corporate entity, being a member, may appoint as its proxy any of its officials or any other person, through Board Resolution / Power of Attorney.

  • The instrument appointing proxy must be received at the Registered Office of the Company or at the office of our Share Registrar or through email at [email protected] not less than 48 hours before the time of the meeting. A proxy form is also enclosed with this notice.

  • Shareholders can also provide their comments and questions for the agenda items of the EOGM at the above mentioned email address.

4. Guidelines to the General Meeting for CDC Account Holders

  • CDC Account Holders will have to follow the guidelines below as laid down in Circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan:

  • For Attending the Meeting

  • a) In case of individual, the account holder or sub-account holder whose securities and their registration details are up-loaded as per the CDC Regulations, shall authenticate his / her identity by showing his / her original Computerized National Identity Card (“CNIC”) or original passport at the time of attending the Meeting.

  • b) In case of corporate entity, the Board of Directors’ Resolution / Power of Attorney with specimen signature and attested copy of valid CNIC of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

  • For Appointing Proxies

  • a) In case of individual, the account holder or sub-account holder whose securities and their registration details are up-loaded as per the CDC Regulations, shall submit the proxy form as per above requirement.

  • b) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form. c) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form. d) The proxy shall produce his / her original CNIC or original passport at the time of the Meeting. e) In case of corporate entity, the Board of Directors’ Resolution / Power of Attorney with specimen signature and an attested copy of valid CNIC of the person nominated to represent and vote on behalf of the corporate entity, shall be submitted along with proxy form to the Company.

5. Change / Update of Shareholders’ Particulars Shareholders holding physical shares are requested to notify any change in their addresses immediately to the Company Secretary or Share Registrar and CDC account holders are requested to update their particulars with their respective participants.

6. Submission of CNIC or Passport The shareholders are informed that as per Sub Clause 9 (i) of Regulation 4 of Companies (Distribution of Dividends) Regulations, 2017 the identification of the registered shareholder or its authorized person should be made available with the Company. Therefore, it is requested that shareholders (holding physical shares) must provide a valid copy of their Computerized National Identity Card (CNIC) (in case of individual) or National Tax Number (in case of other than individual) or Passport (in case of foreign individual) by mail or email to the Company Secretary or Share Registrar (along with their respective folio number), unless it has been provided earlier.

7. Deposit of Physical Shares in CDC Accounts As per Section 72(2) of the Act, every existing company shall be required to replace its physical shares with book-entry form within four (4) years from the date of the promulgation of the Act. Further, vide its letter dated March 26, 2021, SECP has directed listed companies to pursue their such shareholders who are still holding shares in physical form to convert the same into book entry form. In order to ensure compliance with the aforementioned provision, all shareholders having physical shareholding are encouraged to open a CDC sub-account with any of the brokers or an Investor Account directly with CDC to place their physical shares into scripless form. This will facilitate them in many ways, including safe custody and sale of shares, at any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange Limited.

8. E-Voting & Postal Ballot

  • Pursuant to the Companies (Postal Ballot) Regulations, 2018 and notified amendments, members will be allowed to exercise their right to vote through electronic voting facility and postal ballot for the purpose of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under section 159 of the Companies Act, 2017, voting shall be conducted in the manner and as per the procedures contained in the Regulations.

  • 9. Appointment of Scrutinizer:

  • In accordance with regulation 11 of the Companies (Postal Ballot) Regulations, 2018, the Board has appointed M/s ShineWing Hameed Chaudhri & Co. Chartered Accountants, a QCR rated audit firm, to act as scrutinizer of the Company for election of directors in the meeting and to undertake other responsibilities as defined in the aforesaid regulations.

10. Participation through video conferencing facility The shareholders, can now participate in the EOGM proceedings via video link also. Those members who are willing to attend and participate in the EOGM via video link are requested to register themselves by sending an email along with following particulars and valid copy of both sides of Computerized National Identity Card (CNIC) at [email protected] with subject of ‘Registration for EOGM’ not less than 48 hours before the time of the meeting:

Name of
Shareholder
CNIC No. Folio No. / CDC Account No. Folio No. / CDC Account No. Cell No. Email Address Number of shares
held
Company’s Registered Office
D-181, Central Avenue, S.I.T.E., Karachi-75730
UAN: 111-247-225, Fax: (021) 32564703
Share Registrar
M/s. Hameed Majeed Associates (Private) Limited,
Karachi Chambers, Hasrat Mohani Road, Karachi.
Tel: (021) 32424826 & 32412754, Fax: (021) 32424835
Members who will be registered, after necessary verification as per the above requirement, will be provided a password
protected video link by the Company via email. The said link will remain open from 9:50 a.m. on the date of EOGM till the end of
the meeting.
Distribution of Gifts
As required by SRO 452 dated March 17, 2025, no gifts shall be distributed at the General Meetings.
For any query / information, the investors may contact the Company / Share Registrar at the following:
Company’s Registered Office
D-181, Central Avenue, S.I.T.E., Karachi-75730
UAN: 111-247-225, Fax: (021) 32564703
Share Registrar
M/s. Hameed Majeed Associates (Private) Limited,
Karachi Chambers, Hasrat Mohani Road, Karachi.
Tel: (021) 32424826 & 32412754, Fax: (021) 32424835

11. Distribution of Gifts

Statement of Material Facts under Section 166 (3) of the Companies Act, 2017

Section 166 of the Companies Act, 2017 requires that a statement of material facts is annexed to the notice of the general meeting called for the purpose of election of directors which shall indicate the justification for choosing the appointee as independent director. The Company will ensure that the independent directors are elected in accordance with the Companies Act, 2017, Listed Companies (Code of Corporate Governance) Regulations, 2019 and the Companies (Manner and Selection of Independent Directors) Regulations, 2018.

Any person who is eligible to be appointed as Independent Director shall file the following with the Registered Office of the Company / Share Registrar, not later than fourteen days before the date of the meeting:

  • Signed declaration under Clause 6 (3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019 confirming complying with criteria of independence as notified under the Companies Act, 2017 and Listed Companies (Code of Corporate Governance) Regulations, 2019;

• Signed undertaking on non-judicial stamp paper that he / she meets the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Directors) Regulations, 2018. The Directors are not interested in this business except as being eligible for re-election as director of the Company. The final list of contesting directors will be circulated not later than seven (7) days before the date of EOGM, in terms of Section 159 (4) of the Companies Act, 2017.

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