Ecopack Limited — Proxy Solicitation & Information Statement 2025

Oct 7, 2025

Ecopack Limited 19, Main Street, Citi Villas, Near High Court Road, Rawalpindi. Tel: +92-51-5974098-99 Fax: +92-51-5974097

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 34th Annual General Meeting of EcoPack Limited will be held on Tuesday, October 28, 2025 at 11:00 AM at the registered office situated at Plot # 112-113, Phase-V, Hattar Industrial Estate, Hattar, District Haripur, Khyber Pakhtunkhwa to transact the following business:

Ordinary Business:

• $1.$ To confirm the Minutes of the 33rd Annual General Meeting held on October 28, 2024.
• $\overline{2}$ . To receive and adopt the Chairman's Review, Directors' and Auditor's reports together-with Financial Statements of the Company for the year ended June 30, 2025, as approved by the Board of Directors in its meeting held on September 27, 2025.
• To consider and approve the payment of 20% cash dividend for the year ended June 30, 2025, as $3.$ recommended by the Board of Directors.
• To elect Seven (07) Directors for a period of Next 3 years u/s 159(1) of the Companies Act, 2017, the $4.$ Board has fixed the number of Directors to be elected as Seven (07). Following are the retiring directors:

1) Mr. Asad Ali Sheikh	2) Mr. Hussain Jamil	3) Mr. Ameen Jan	4) Mr. Zohair Ashir
5) Mr. Ali Jamil	6) Ms. Sonya Jamil	7) Ms. Laila Jamil

• To appoint external auditors and fix their remuneration for the year ending June 30, 2026. The present 5. auditors M/s. A. F. Ferguson & Co., Chartered Accountants, having retired and being eligible, have offered themselves for re-appointment.
• To transact with the permission of the Chair, any other business which may be transacted at the Annual 6. General Meeting.

By order of the Board Ali Abdullah (Company Secretary)

September 27, 2025

Suite No.5, First Floor, Al-Hafeez View, Sir Syed Road, Gulberg-III, Lahore. Lahore Office:-Suite No. 306, 3rd Floor Clifton Diamond Block 4, Clifton, Karachi. Tel: +92-21-35291051-2 Fax: +92-21-35291053 Karachi Office:-Registered Office:- 112-113, Phase 5, Hattar Industrial Estate, Hattar District Haripur, Khyber Pakhtunkhwa. Tel: +92-995-617720 & 23, Fax: +92-995-617074

Ecopack Limited 19. Main Street. Citi Villas. Near High Court Road, Rawalpindi. Tel: +92-51-5974098-99 Fax: +92-51-5974097

Notes:

Closure of Shares Transfer Books: $\mathbf{1}$

The share transfer books of the company will remain closed from October 15, 2025 to October 28, 2025. (both days inclusive). Transfers received in order at the office of the Company's Share Registrar / Transfer agent, M/s THK Associates (Pvt). Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A. Phase VII, Karachi by the close of business (5:00 pm) on Tuesday, October 14, 2025 will be considered in time for the purpose of Annual General Meeting and entitlement of Dividend if approved by the shareholders.

$2.$ Participation in General Meeting:

A member entitled to attend, and vote may appoint another member as his / her proxy to attend and vote on his/her behalf.

An individual beneficial owner of shares must bring his / her original CNIC or Passport, Account and Participant's I.D. numbers to prove his / her identity. A representative of corporate members must bring the Board of Directors' Resolution and / or Power of Attorney and the specimen signature of the nominee. CDC account holders will further have to follow the guidelines as laid down in Circular No. 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

3. For Appointing Proxies:

The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

Duly completed instrument of proxy, and the other authority under which it is signed, or a notary certified copy thereof, must be lodged with the Company Secretary at the Company's Registered Office (Plot 112-113 Phase 5, Industrial Estate Hattar) at least 48 hours before the time of the Meeting.

Statement of Material Facts u/s 166(3) of the Companies Act, 2017, pertaining to Business Item #4 -4. Election of Directors:

In terms of Section 159(1) of the Companies Act, 2017, the Directors have fixed the number of directors at 07 to be elected at the 34th Annual General Meeting (AGM) for a period of three years commencing from the conclusion of the 34th AGM.

Any person who seeks to contest the election to the office of Directors, whether he/she is retiring Director or otherwise, shall file the following documents with the Company Secretary, at the registered office of the Company located at Plot # 112-113, Phase 5, Industrial Estate Hattar not later than (14) fourteen days before the date of the meeting:

Notice of his/her intention to offer himself/herself for election of Directors in terms of Section $\mathbf{i}$ 159(3) of the Companies Act, 2017, together with the consent to act as a Director in 'Appendix to Form-9' under section 167 of the Companies Act, 2017 and as prescribed in the Companies Regulations, 2024.

Lahore Office:-Suite No.5, First Floor, Al-Hafeez View, Sir Syed Road, Gulberg-III, Lahore. Karachi Office:-Suite No. 306, 3rd Floor Clifton Diamond Block 4, Clifton, Karachi. Tel: +92-21-35291051-2 Fax: +92-21-35291053 Registered Office:- 112-113, Phase 5, Hattar Industrial Estate, Hattar District Haripur, Khyber Pakhtunkhwa. Tel: +92-995-617720 & 23, Fax: +92-995-617074

Ecopack Limited 19, Main Street, Citi Villas, Near High Court Road, Rawalpindi. Tel: +92-51-5974098-99 Fax: +92-51-5974097

• A detailed profile along with mailing address and other contact details as required under SECP's ii SRO 1196 (I)/2019 dated 3 Oct 2019.
• A candidate consenting for the election as Director must be a member of the Company at the time iii of filing of his/her consent. The aforesaid qualification shall not be applicable to persons mentioned in proviso to Section 153(i) of the Act.
• A declaration confirming that: iv
• a. He/she is aware of his/her duties and powers under the Companies Act, 2017, the Securities Act, 2015, the Memorandum and Articles of Association of EcoPack Limited, the Rule Book of Pakistan Stock Exchange Limited, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and all other applicable laws/rules/regulations/codes etc.;
• b. He/she is not ineligible to become a director of a listed company under any provisions of the Act (in particular u/s 153, 154, 155 etc.), the listed Companies (Code of Corporate Governance) Regulations, 2019 and any other applicable law, rules and regulations.

Independent Directors will be elected through the process of election of Directors in terms of Section 159 of the Act and the following criteria will be applied for selecting the nominee to be elected as an Independent Director:

• Nominee shall meet the criteria laid down under Section 166(2) of the Act and the Companies $\mathbf{i}$ (Manner and Selection of Independent Director) Regulation, 2018.
• Nominee shall be selected from a data bank maintained by Pakistan Institute of Corporate ii Governance (PICG) as authorized by SECP.
• The Company shall exercise due diligence when choosing the nominee to be elected as independent iii director.
• The following additional documents are to be submitted by the candidates intending to give iv consent for the election of Directors as an Independent Director:
• a. Declaration by Independent Director(s) under clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019.
• b. Undertaking on non-judicial stamp paper that he/she meets the requirements of subregulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Director) Regulations, 2018.

The final list of contesting Directors will be circulated not later than 7 (seven) days before the date of the scheduled Annual General Meeting, in terms of Section 159(4).

The directors of the Company have no direct or indirect interest in this agenda except to the extent of their respective directorships and/or shareholdings.

Suite No.5, First Floor, Al-Hafeez View, Sir Syed Road, Gulberg-III, Lahore. Lahore Office:-Suite No. 306, 3rd Floor Clifton Diamond Block 4, Clifton, Karachi. Tel: +92-21-35291051-2 Fax: +92-21-35291053 Karachi Office:-Registered Office:- 112-113, Phase 5, Hattar Industrial Estate, Hattar District Haripur, Khyber Pakhtunkhwa. Tel: +92-995-617720 & 23, Fax: +92-995-617074

Ecopack Limited 19, Main Street, Citi Villas, Near High Court Road, Rawalpindi. Tel: +92-51-5974098-99 Fax: +92-51-5974097

5. Voting through Postal Ballot:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification vide SRO 2192(1)/2022 dated December 5, 2022, issued by the SECP, subject to the requirements of Section 143 and 144 of the Companies Act, 2017. The 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 business classified as special business and in case of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under subsection (1) of section 159 of the Act. Accordingly, any member of EcoPack Limited (the Company) will be allowed to exercise their right to vote through e-voting facility or voting by post for the election of directors in its forthcoming Annual General Meeting to be held on Tuesday, October 28, 2025 at 11:00 a.m. in accordance with the condition mentioned in the aforesaid regulations.

6. Payment of Cash Dividend Electronically (Mandatory Requirement):

In accordance with the provisions of Section 242 of the Companies Act and Companies (Distribution of Dividends), Regulation 2017, a listed company, is required to pay cash dividend to the shareholders ONLY through electronic mode directly into the bank account designated by the entitled shareholders. In this regard, EcoPack Limited has already sent letters and Electronic Credit Mandate Forms to the shareholders and issued various notices through publication in newspapers requesting the shareholders to comply with the requirement of providing their International Bank Account Number.

Those shareholders who have still not provided their IBAN are once again requested to fill in "Electronic Credit Mandate Form" as reproduced below and send it duly signed along with a copy of valid CNIC to their respective CDC participant / CDC Investor account services (in case of shareholding in Book Entry Form) or to the Company's Share Registrar M/s THK Associates (Private) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A. Phase VII, Karachi 75500 (in case of shareholding in Physical Form).

i. Shareholders Details
Name of the Shareholder(s)
Folio # /CDS Account No (s)
CNIC No (Copy attached)
Mobile / Landline no
ii. Shareholders' Bank details
Title of Bank Account
International Bank Account Number (IBAN)
Bank's Name
Branch's Name and Address

In case of non-provision of IBAN, the Company will have to withhold the cash dividend according to SECP directives.

7. Withholding Tax on Dividend:

As per Income Tax Ordinance, 2001, withholding tax will be determined separately keeping in view the Active/Non-Active Status of shareholder on the amount of dividend paid by the Company. Shareholders whose names are not entered into the Active Tax Payer List (ATL) provided on the website

Suite No.5, First Floor, Al-Hafeez View, Sir Syed Road, Gulberg-III, Lahore. Lahore Office:-Suite No. 306, 3rd Floor Clifton Diamond Block 4, Clifton, Karachi. Tel: +92-21-35291051-2 Fax: +92-21-35291053 Karachi Office:-Registered Office:- 112-113, Phase 5, Hattar Industrial Estate, Hattar District Haripur, Khyber Pakhtunkhwa. Tel: +92-995-617720 & 23, Fax: +92-995-617074

Ecopack Limited 19. Main Street. Citi Villas. Near High Court Road, Rawalpindi. Tel: +92-51-5974098-99 Fax: +92-51-5974097

of Federal Board of Revenue (FBR), despite the fact that they are filers, are advised to make sure that their names are entered into ATL before the date for entitlement of the cash dividend i.e. October 14, 2024 (if approved by the shareholders); otherwise, tax on their cash dividend will be deducted as per law.

General Guidelines:

• $\boldsymbol{D}$ For any query/problem/information, the investors may contact the Company and / or the Share Registrar: The Manager, Share Registrar Department, M/s THK Associates (Private) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A. Phase VII, Karachi 75500, Telephone Number: 021-35310191-96, email address: aa@thk.com.pk and/ or The Company Secretary, Telephone Number: 051-5974098 email address: a_abdullah@ecopack.com.pk.
• II) The corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective participants, whereas, corporate physical shareholders should send a copy of their NTN certificate to the Company or its Share Registrar i.e. Transfer Agent, M/s THK Associates (Private) Limited. The shareholders while sending NTN or NTN Certificates, as the case may be, must quote Company name and their respective folio numbers.
• (III) As per the clarification issued by FBR, withholding tax will be determined separately on "Filer/Non-Filer" status of principal shareholder as well as joint-holder(s) based on their shareholding proportions. Therefore, all shareholders who hold shares jointly are required to provide shareholding proportions of principal shareholder and joint-holder(s) in respect of shares held by them to the Registrar and Share Transfer Agent in writing as follows:

	Principal Shareholder		Joint Shareholder(s)
Folio / CDC Account No.	Total Shares	Name and CNIC No.	Shareholding Proportion (No. of Shares)	Name and CNIC No.	Shareholding Proportion (No. of Shares)

8. Submission of the CNIC/NTN details (Mandatory):

In accordance with the notification of the Securities and Exchange Commission of Pakistan (SECP) vide SRO 83(1)/2012 dated July 5, 2012 and other relevant rules, the electronic dividend warrants should also bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate members.

As per Regulation No.4 and 6 of the Companies (Distribution of Dividend) Regulations, 2017, the Company shall be constrained to withhold the payment of dividend to the shareholders, in case of nonavailability of identification number (CNIC or National Tax Number) of the Shareholder or authorized person.

Accordingly, the shareholders who have not yet submitted a copy of their valid CNIC or NTN, are once again requested to immediately submit the same to the Company's Share Registrar at M/s THK Associates (Private) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A. Phase VII, Karachi 75500,

Suite No.5, First Floor, Al-Hafeez View, Sir Syed Road, Gulberg-III, Lahore. Lahore Office:-Karachi Office:-Suite No. 306, 3rd Floor Clifton Diamond Block 4, Clifton, Karachi. Tel: +92-21-35291051-2 Fax: +92-21-35291053 Registered Office:- 112-113, Phase 5, Hattar Industrial Estate, Hattar District Haripur, Khyber Pakhtunkhwa. Tel: +92-995-617720 & 23, Fax: +92-995-617074

Telephone Number: 021-35310191-96, email address: aa@thk.com.pk

9. Participation in the AGM vide Video-Link Facility:

In pursuance of Section 132(2) of the Companies Act, 2017, modified via SECP's Circular no. 04 of 2021, dated February 15, 2021, the Company will provide the video link facility to all member(s) upon request. The member(s) should submit a request in writing to the Company at least seven days before the date of the meeting.

10. Gifts at the AGM:

In pursuance of Section 185(1) of the Companies Act, 2017, and S.R.O.452(I)/2025 dated March 17, 2025, no gifts will be distributed at the meeting.

11. Deposit of Physical Shares into CDC Account:

As per Section 72 of the Companies Act, 2017 every existing listed company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Act, i.e., May 30, 2017. The Shareholders having physical shareholding are encouraged to convert their shares held in Physical Form into Book Entry Form as soon as possible. You may contact your Broker, a PSX Member, CDC Participant, or CDC Investor Account Service to assist you in opening a CDS Account and subsequent induction of the physical shares into Book Entry Form.

Should you need any further information or clarification, please feel free to contact THK Associates (PVT) Ltd on Tel # 021-35310191-96 or email at info@thk.com.pk

12. Unclaimed Dividend:

Shareholders, who by any reason, could not claim their dividends / shares, if any, are advised to contact our Share Registrar to collect / enquire about their unclaimed dividend/shares, if any.

In compliance with Section 244 of the Companies Act, 2017, after having completed the stipulated procedure, all such dividend outstanding for a period of 3 years or more from the date due and payable shall be deposited to the Federal Government in case of unclaimed dividend and in case of shares, shall be delivered to the SECP.

13. Change of Address:

The members are also requested to notify change in their address, if any, to our Share Registrar / Transfer Agent, M/s THK Associates (Private) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A. Phase VII, Karachi 75500.

Lahore Office:-Suite No.5, First Floor, Al-Hafeez View, Sir Syed Road, Gulberg-III, Lahore. Karachi Office:-Suite No. 306, 3rd Floor Clifton Diamond Block 4, Clifton, Karachi. Tel: +92-21-35291051-2 Fax: +92-21-35291053 Registered Office:- 112-113, Phase 5, Hattar Industrial Estate, Hattar District Haripur, Khyber Pakhtunkhwa. Tel: +92-995-617720 & 23, Fax: +92-995-617074