Nishat Mills Limited — Proxy Solicitation & Information Statement 2026

Mar 2, 2026

NML-PSX/273

March 02, 2026

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

PUCARS/TCS

SUB: NOTICE OF EXTRA ORDINARY GENERAL MEETING

Dear Sir.

Further to our Letter No. NML-PSX/258 dated February 27, 2026, enclosed please find a copy of the Notice of Extra Ordinary General Meeting of the Members of Nishat Mills Limited to be held on March 31, 2026 (Tuesday) at 11:50 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 MAHMOOD CHOHAN COMPANY SECRETARY

Copy to: -

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

Fax No. (051) 9100440/TCS

HEAD OFFICE : 7-MAIN GULBERG, LAHORE PAKISTAN.UAN:111 33 22 00 TEL: 92-42-35716351-9 FAX:92-42-35716350 E-MAIL: nishat@nishatmills.com REGISTERED OFFICE & SHARES DEPTT : NISHAT HOUSE, 53-A, LAWRENCE ROAD, LAHORE - PAKISTAN PH : (042) 36367812-15 TLX : 47523 NISHAT PK, FAX : (042) 36367414

NISHAT MILLS LIMITED $H$ S.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting ("EOGM") of the members of Nishat Mills Limited (the "Company") will be held on March 31, 2026 (Tuesday) 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 to transact the following business:

To elect Seven (7) Directors of the Company, as fixed by the Board of Directors, for the next term of three years, in accordance with the provisions of Section 159 of the Companies Act, 2017, in place of following retiring Directors who are eligible to offer themselves for re-election: -

• $1.$ Mian Umer Mansha
• 1. Mrs. Mehak Adil
• 1. Syed Zahid Hussain
• $\overline{7}$ . Mr. Mahmood Akhtar
• Mian Hassan Mansha $2.$

• Mrs. Sara Ageel 4.

• Mr. Farid Noor Ali Fazal

A Statement of Material Facts as required under Section 166(3) of the Companies Act, 2017 concerning the manner of selection of Independent Directors is annexed to the notice of meeting circulated to the members of the Company.

Lahore February 27, 2026

NOTES:

BOOK CLOSURE NOTICE:-

The Ordinary Shares Transfer Books of the Company will remain closed from 17-03-2026 to 31-03-2026 (both days inclusive) for attending and voting at Extraordinary General Meeting and Election of Directors. Physical transfers / CDS Transactions IDs received in order in all respect upto 1:00 p.m. on 16-03-2026 at Share Registrar, THK Associates (Private) Limited, Karachi Office, Plot No. 32-C, Jami Commercial Street No. 2, DHA Phase VII, Karachi, Lahore Office, THK Associates (Private) Limited, Office No. 309, 3rd Floor, North Tower, LSE Building, 19-Khayaban-e-Aiwan-e-Iqbal, Lahore, will be considered in time for attending of meeting and Election of Directors.

NO GIFTS WILL BE DISTRIBUTED AT THE MEETING AS RESTRICTED BY SECTION 185 OF COMPANIES ACT, 2017.

Page 1 of 7

HEAD OFFICE : 7-MAIN GULBERG, LAHORE PAKISTAN UAN:111 33 22 00 TEL: 92-42-35716351-9 FAX:92-42-35716350 E-MAIL: nishat@nishatmills.com REGISTERED OFFICE & SHARES DEPTT : NISHAT HOUSE, 53-A, LAWRENCE ROAD, LAHORE - PAKISTAN PH : (042) 36367812-15 TLX : 47523 NISHAT PK, FAX : (042) 36367414

COMPANY SECRETARY

A member entitled to attend, speak and vote at this meeting may appoint any other member as his/her proxy to do the aforesaid. The Instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarially attested copy of the power of attorney must be deposited at the registered office of the Company at least 48 hours before the time of the meeting. A proxy must be a member of the company. The proxy form in English and Urdu languages is attached. The same is also available on the Company's website: https://www.nishatmillsltd.com.

Shareholders are requested to immediately notify the company of change in address, if any.

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

A. For Attending the Meeting

• a. In case of Individuals, the account holder and/or sub-account holder whose registration details 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.
• b. 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 in his favor along with copy of proxy form submitted with the Company, the Board Resolution/Power of Attorney must contain specimen signature of the person attending meeting.

B. For Appointing Proxies

• a. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
• 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 the CNIC or the passport of beneficial owners, proxy holder and witnesses shall be furnished with the proxy form.
• d. The proxy shall produce his original CNIC or original passport at the time of the Meeting.
• e. In case of corporate entity, Board Resolution duly certified by the Chief Executive Officer/Director and/or a duly notarized power of attorney in favor of proxy holder along with proxy form to the Company the Board Resolution/Power of Attorney must contain specimen signature of proxy holder.

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Any member (including a retiring Director) who seeks to contest election of directors shall file with the Company at its registered office, Nishat House, 53-A, Lawrence Road, Lahore, not later than 14 days before the said meeting his / her intention to offer himself / herself for the election of the directors in terms of Section 159(3) of the Companies Act, 2017 together with:

• $\mathbf{i}$ His/her folio No./CDC Investor Account No. / CDC Participant No./ Sub-Account No.
• $\mathsf{ii}$ Notice of his / her intention to offer himself/herself for election as a director, along with duly completed and signed Annexure to Form-9 giving his / her consent to act as Director of the Company if elected (under Section 167(1) of the Companies Act, 2017), and certify that he is not ineligible to become a Director under any applicable laws, Rules and Regulations.
• Detailed profile along with office address to be placed on the Company's website. iii).
• iv) A declaration confirming that:
• a) He/she is aware of duties and powers under the relevant applicable laws, Memorandum & Articles of Association of Company, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and listing regulations of Pakistan Stock Exchange Limited:
• b) He/she is not serving as a director in more than seven (7) listed companies simultaneously including as an alternate Director;
• c) He/she is not ineligible to become a Director of a listed company under Section 153 of the Companies Act, 2017 and any other applicable laws and regulations.
• $V)$ Attested copy of valid Computerized National Identity Card / Passport and NTN certificate.
• vi) Declaration by Independent Director(s) under Clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulations 2019 that he/she qualifies the criteria of independence stipulated under Section 166 of the Companies Act, 2017.
• Detail of other offices and offices held; vii)
• The candidates are requested to read the relevant provisions / requirements relating to the viii) Election of Directors, as stipulated in the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019, the other applicable laws and regulations and ensure the compliance with the same in letter and spirit.

Video Link Facility for Meeting

To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email $at$ kchohan@nishatmills.com or smahmood@dgcement.com by March 24, 2026.

NISHAT MILLS LIMITED

Name Member/Proxyholder	CNIC No.	Folio No. Account No.	Cell Whatsapp No.	No. Email ID

Conversion of Physical Shares into Book Entry Form

We once again strongly advise members of the Company, in their best interest, to convert their physical shares into book-entry form at earliest.

E-voting and Postal Ballot Facility

The shareholders will be allowed to exercise their right to vote through e-voting / postal ballot subject to the provisions of the Companies Act, 2017 and the Companies (Postal Ballot) Regulations, 2018 if the number of persons offered to contest the election is more than the number of Directors fixed under Section 159 (1) of the Companies Act, 2017.

Scrutinizer

As required under Regulation 11 of the Companies (Postal Ballot) Regulations, 2018, M/s Riaz Ahmad & Co., Chartered Accountants have been appointed to act as Scrutinizer for the forthcoming election of directors.

STATEMENT OF MATERIAL FACTS UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017

Pursuant to the requirements of Section 166(3) of the Companies Act, 2017, independent directors will be elected through the process of election of directors as laid down under Section 159 of the Companies Act, 2017.

The company shall exercise due diligence before selecting a person from the data bank that the contestant meets the independence criteria as mentioned in Section 166(2) of the Companies Act, 2017 and are competent and experienced.

The candidates are requested to read the relevant provisions/requirements relating to the appointment/election of directors, as mentioned in the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2017 and ensure compliance with the same in letter and spirit.

The present directors are interested to the extent that they are eligible for re-election as Directors of the Company, subject to eligibility criteria.

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Statement Under Rule 4(2) of the Companies (investment in Associated Companies or Associated Undertakings) Regulations, 2017.

Name of	Total	Amount of	for Reasons	Material change in
Investee	Investment	Investment	deviations from the	financial statements
Company	Approved	Made to date	approved timeline of	of associated
			investment, where	company or
			investment decision	associated
			to be was	undertaking since
			implemented in	date of the resolution
			specified time	passed for approval
				of investment in such
				company
Hyundai Nishat	Guarantee	Guarantees/	Seven guarantees/	the of time At
Motor (Private)	continuing	Stand by:	Stand by Letter(s) of	Approval, as per latest
Limited	Stand by	Letter(s) $\circ$ of	Credit (SBLC) from	available
	Letter(s) $\circ$ of	Credit (SBLC) of	different banks have	audited financial
	Credit (SBLC) for	1,165.251 Rs.	been extended after	statements for the
	an amount of up	million have	the approval. Further	year ended December
	to Rupees 1,200	been issued	Guarantees/ SBLC will	31, 2018, the basic
	million was	against this	be arranged on	loss per share was Rs.
	approved by	approval to	requirement of	1.44 and breakup
	members in	date.	investee company.	value per share was
	EOGM held on			Rs. 9.03. As per latest
	March 28, 2018 which			available audited
	was subsequently			financial statements
	enhanced up to			for the year ended December 31, 2024,
	Rupees			the basic earnings per
	1,532.544			share was Rs. 0.71 and
	million for a a			breakup value per
	tenure of 7.5			share was Rs. 10.56.
	years by			As per latest available
	members in			Un-audited financial
	AGM held on			statements for the
	October 28,			nine months ended
	2019.			September 30, 2025,
				the basic earnings per
				share was Rs. 1.10 and
				breakup value per
				share was Rs. 11.46.

Page 5 of 7

: 7-MAIN GULBERG, LAHORE PAKISTAN.UAN:111 33 22 00 TEL: 92-42-35716351-9 FAX:92-42-35716350 E-MAIL: nishat@nishatmills.com HEAD OFFICE REGISTERED OFFICE & SHARES DEPTT : NISHAT HOUSE, 53-A, LAWRENCE ROAD, LAHORE - PAKISTAN PH : (042) 36367812-15 TLX : 47523 NISHAT PK, FAX : (042) 36367414

NISHAT MILLS LIMITED ř. NISHAT

Nishat Sutas	Equity	Investment of	Partial investment has	the time of At
Dairy Limited	investment up	Rupees -	been made in investee	approval, as per latest
	to Rupees 950	3,936.884	company.	available audited
	million was	million has been		financial statements
	approved by	made against		for the year ended
	members $\cdot$ in	this approval to		December 31, 2022,
	AGM held on	date.		the basic loss per
	October 28 1			share was Rs. 2.45 and
	2019 which was			breakup value per
	subsequently			share was Rs. 6.69. As
	enhanced up to			per latest available
	Rs. 1,950 million			audited financial
	for a period of			statements for the
	four (4) years by			year ended December
	members in			31, 2024, the basic
	EOGM held on 03 March 2022			loss per share was Rs.
	which			2.89 and breakup
	was further			value per share was Rs. 4.81. As per latest
	enhanced up to			available Un-audited
	Rs. 3,000 million			financial statements
	for a period of			for the nine months
	four $(4)$ years by			ended September 30,
	members in			2025, the basic loss
	EOGM held on			per share was Rs. 1.62
	19 June 2023.			and breakup value per
	Moreover,			share was Rs. 3.45.
	equity
	investment
	further -
	enhanced up to
	Rs. 5,000 million
	for a period of
	Four (4) years by members in
	EOGM held on
	11 June 2024.
Nishat Sutas	Corporate	Corporate	Three corporate	the At time of
Dairy Limited	guarantee for	guarantees of.	from guarantees	approval, as per latest
	an amount of up	up to Rs.	different banks have	audited financial
	to Rupees 2,250	1,777.500	been extended after	statements for the

Page 6 of 7

NISHAT MILLS LIMITED

million	was	million	have	the approval. Further		year ended December
approved	by	been a	issued	guarantees will	be	31, 2019, the basic
members	in	against	this	arranged	on	loss per share was Rs.
EOGM held	on	approval	to	requirement	of	2.29 and breakup
December	15,	date.		investee company.		value per share was
2020	for $\overline{a}$					Rs. 7.71. As per latest
tenure	11 of					available audited
years.						financial statements
						for the year ended
						December 31, 2024,
						the basic loss per
						share was Rs. 2.89
						and breakup value per
						share was Rs. 4.81. As
						per latest available
						Un-audited financial
						statements for the
						nine months ended September 30, 2025,
						the basic loss per
						share was Rs. 1.62 and
						breakup value per
						share was Rs. 3.45.