IGI Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 8, 2026

Ref: CS/PSX/Fin-0054/2026

8 April, 2026

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

Sub: Notice of the Annual General Meeting (Pre-Publication)

In accordance with Clause 5.6.9 (b) of the PSX Rule Book, please find enclosed herewith a copy of the captioned notice to shareholders of IGI Holdings Limited prior to its publication in newspapers.

The appended notice will be published in newspapers namely Business Recorder [English] and Nawa-i-Waqt [Urdu] on Thursday, 9 April, 2026.

Yours Sincerely,

Saniya Saeed Khan Company Secretary

Notice of 72nd Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the 72nd Annual General Meeting (AGM) of IGI Holdings Limited (the Company) will be held on Thursday, the 30th day
of April, 2026 at 4:00 p.m. at the Auditorium of The Institute of Chartered Acc virtually via Zoom to transact the following business:

Ordinary Business:

• To confirm the minutes of the Annual General Meeting (AGM) of the Company held on April 30, 2025. 1.
• To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended December 31, 2025 $\overline{2}$ together with the Chairman's Review Report and Directors' and Auditors' Reports thereon can be downloaded from following link and/or QR Code:

https://igiholdings.com.pk/annual-reports/

• To consider and approve the payment of final cash dividend of 55% (5.50 per share) for the financial year ended December 31, 2025 as
  recommended by the Board of Directors of the Company. This is in addition to the interim 3.
• To appoint statutory auditors for the year 2026 and fix their remuneration. The current auditors, M/s. A. F. Ferguson & Co. (Chartered $\overline{4}$ . Accountants), being eligible for re-appointment, have consented to be appointed as auditors for the Company for the financial year 2026 and
  the Board of Directors has recommended their re-appointment. 5.
• To elect seven directors as fixed by the Board in accordance with section 159(1) of the Companies Act, 2017 for the period of three years commencing from May 23, 2026. The retiring Directors namely are eligible for re-election. The names of the retiring directors are as follows:

7.

• Syed Babar Ali 1.
• $\overline{2}$ Syed Hyder Ali
• Mr. Ali Ahsan
• Ms. Saima Amin Khawaia

By order of the Board

Saniya Saeed Khan

Company Secretary

Syed Yawar Ali 3. Syed Shahid Ali Shah $\overline{4}$

Any Other Business: ĥ

To transact any other business with the permission of the Chairman.

Date: April 9, 2026

Karachi NOTES:

a)

b)

• Closure of Share Transfer Books: 1.
• Closure of Share Transfer Books: The Share Transfer Books of the Company shall remain closed from April 24, 2026 to April 30, 2026 (both days inclusive). Only person whose names appear in the register of members of the Company as at April 23, 2026 will be treated in time for the purpose of attending the meeting.

Participation in the 72nd AGM Proceedings via Video-Link Facility: $2.$

The Securities and Exchange Commission of Pakistan ("SECP") has vide its Circulars issued from time to time directed the listed companies to hold general meetings virtually in addition to the requirements of holding physic

The shareholders interested in attending the AGM virtually are requested to register themselves by sending their particulars at the designated
email address agm.igiholdings@igi.com.pk by the close of business hours on Apri the following particulars.

$\sim$ o. No.	the Name hareholder	CNIC No.	™olio No.	Mobile	dictoror Realstered Address	- Email Address

Procedure Election of Directors:

Any person who seeks to contest the election to the office of a director, whether he/she is a retiring director or otherwise, shall file the following
documents with the Company at least fourteen (14) days before the Annua

• Notice of his/her intention to offer him/herself for the election to the office of director in terms of Section 159(3) of the Companies Act, 2017. Consent to act as Director on Form 9 along with the Appendix to Form 9 of the Companies Regulations, 2024.
• A detailed profile along with his/her office address as required under SRO 1196(1)/2019 dated October 3, 2019 issued by the Securities and
  Exchange Commission of Pakistan ("SECP") for placement on the Company's website. C)
• $d)$ Declarations confirming that:

He/she is aware of the duties of the directors under the Companies Act, 2017, the Memorandum and Articles of Association of the Company and Listing Regulations of the Pakistan Stock Exchange.

• He/she is compliant with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria as set out in the Companies Act, 2017.
• He/she is not serving as director, including as an alternate director, in more than seven (7) listed companies simultaneously.
• Independent director(s) will be elected through the process of election of directors in terms of Section 159 of the Companies Act, 2017 and they shall meet the criteria laid down under Section 166(2) of the Companies Act, of directors as an independent director:
• Declaration under Clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulations 2019. a)
• Undertaking on a non-Judicial stamp paper that he/she meets the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner b) and Selection of Independent Directors) Regulations, 2018.

Attendance in the Meeting: $3.$

A Member is entitled to attend and vote at the Annual General Meeting and is entitled to appoint another person as a proxy to attend and vote
Instead of him/her. A proxy need not be a member of the Company. The proxy forms Shareholders having physical shares are requested to promptly notify any change in their particulars to Company's Share Registrar in writing, whereas CDC account holders are requested to update their addresses with their C

basis of any change occurring in the particulars Guidelines for CDC Account Holders / Non-CDC Members:

$4₁$ a) For attending the meeting

• In case of individuals, the account holder or sub-account holder and/ or the person, whose securities are in group account and their registration i. details are uploaded as per the regulations, shall authenticate identity by showing his/her original Computerized National Identity Card (CNIC)
  or original passport at the time of attending the meeting.
• ii. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of meeting.

b) For appointing proxies

• In case of individuals, the account holder or sub-account holder and/ or the person, whose securities are in group account and their registration detail is uploaded as per the regulations, shall submit the proxy form as pe i. ii. The proxy form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
• iii. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
• The proxy shall produce his/her original CNIC or original passport at the time of the meeting. iv.
• In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted to the Company along V. with proxy form.

5. Circulation of Audited Financial Statements through E-mail and QR CODE:

In accordance with Section 223 of the Companies Act, 2017 and pursuant to SRO 389(1)/2023 dated 21 March 2023, the audited financial
In accordance with Section 223 of the Companies Act, 2017 and pursuant to SRO 389(1)/2023 do so in one of its General Meetings.

Furthermore, members are hereby informed that under Section 223(6) and 473 of the Companies Act 2017, whereby circulation of Audited
Financial Statements and Notice of the Meeting has been allowed in electronic format thro copies of the same through email is not required.

Shareholders can request a hard copy of the same, which shall be provided free of cost, within one week, if a request has been made by the eholder on the standard

• Mr. Shamim Ahmad Khan
• 1. 6.

6. Appointment of Scrutinizer:

In accordance with the regulation 11 of the Companies (Postal Ballot) Regulation, 2018 (the Regulation), the Board of the Company has appointed A. F. Ferguson & Co. (Chartered Accountants), a statutory auditor of the compa

$\overline{7}$ Restriction on Distribution of Gifts to Members:

In compliance with Section 185 of the Companies Act, 2017 and S.R.O. 452(I)/2025 dated March 17, 2025 issued by SECP, it is hereby notified
that no gifts in any form or manner shall be distributed to shareholders of the An

Voting Through E-voting and Postal Ballot Paper: 8.

Pursuant to the Companies (Postal Ballot) Regulations, 2018 and notified amendments, members will be allowed to exercise the right to vote
through electronic voting facility and postal ballot for the purpose of election of

Conversion of Physical Shares into the Book Entry Form: 9.

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 SECP. The

$10.$ Payment of Cash Dividend Through Electronic Mode (Mandatory)

Fugnitum of user of the Companies Act, 2017, it is mandatory for all listed companies to pay cash dividend to its shareholders through
electronic mode directly into the bank account designated by the entitled shareholders.

$11.$ Unclaimed Shares/Unpaid Dividend:

Shareholders who could not collect their dividend /physical shares are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend or shares, if any. In compliance with Section 244 of the Compa

Submission of Copy of Valid CNIC and/or NTN (Mandatory) 12.

All those individual members holding physical shares who have not yet submitted a copy of their valid CNIC to the Company's Share Registrar
are once again requested to send their CNIC copy at the earliest directly to the C

or authorized person, as the case may be

Withholding Tax on Dividend Income: $13.$

• Pursuant to Section 150 of the Income Tax Ordinance, 2001, withholding tax on dividend paid will be deducted for 'Filer' and 'Non-Filer'
  shareholders at 15% and 30% respectively. All members/shareholders whose names are no a. provided into ATL, because of the CNICC/NTINS (National Tax Numbers) are entered into ATL, before April 23, 2026; enabling the Company to make required
  tax deduction on the amount of cash dividend. Accordingly, shareholder Account Services or in case of physical shareholding by Company's Share Registrar.
• According to the BR, withholding tax in case of joint shareholders accounts will be determined separately based on the 'Filer/ Non-Filer' status
  of the principal shareholder as well as the status of the joint holder(s) as b.
• .
  Withholding tax exemption from dividend income shall only be allowed if a copy of valid tax exemption certificate is made available to the
  Company's Share Registrar by April 23, 2026. C.
• Non-resident shareholder(s) shall submit declaration of such undertaking with copy of valid passport under definition contained in Section 82
  of the Income Tax Ordinance, 2001 for determination of their residential status d. as mentioned below:

www.famcosrs.com & www.igiholdings.com.pk

$14.$ Zakat Deduction:

To claim exemption from compulsory deduction of Zakat, shareholders are requested to submit a notarized copy of Zakat Declaration Form
"CZ-50" on NJSP of Rs. 200/- to the Share Registrar. In case shares are held in scriple members/investors may contact the Company and/or the Share Registrar at the following phone numbers and email addresses: Contact Persons:

M. Nasir Iqbal (Corporate Affairs) Phone: 111-308-308

nasir.iqbal@igi.com.pk

M. Salman Rauf (Registrar) Phone: 92-21-34380101-4 92-21-34384621-3

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

Section 166 (3) of the Companies Act 2017 (the Act) requires that a statement of material facts is required to be annexed to the notice of the general meeting. The statement sets out the material facts pertaining to the ju

The independent directors shall be elected through the process of election of directors in terms of Section 159 and 166(1) of the Act, read with
The independent directors shall be elected through the process of election of Governance.

Final list of contesting directors will be published in Newspapers not later than seven (7) days before the date of the said meeting in terms of section 159(4) of the Act. Further, the website of the Company will also be u