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Shield Corporation Limited — Proxy Solicitation & Information Statement 2026
Apr 17, 2026
72365_rns_2026-04-17_841137f7-3892-4550-a4e0-81aeb923d034.pdf
Proxy Solicitation & Information Statement
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H/FIN/00151/2026 April 17, 2025
The General Manager, Pakistan Stock Exchange Limited, Stock Exchange Building, Stock Exchange Road, Karachi
SUBJECT: NOTICE OF EXTRAORDINARY GENERAL MEETING
Dear Sir,
Enclosed please find a copy of the Notice of Extraordinary General Meeting to be held on Monday, May 11, 2026.
The said notice will be published in English and Urdu newspapers in Business Recorder and Roznama Dunya, on April 20, 2026.
Thanking you,
Yours faithfully For Shield Corporation Limited
Hafiz Muhammad Hasan Company Secretary
非/
Encl.: As above
SHIELD CORPORATION LTD
(An ISO 9001 and ISO 14001 certified company)
Office No. 1007, 10th Floor, Business Avenue, Block-6, P.E.C.H.S., Shahrah-e-Faisal, Karachi, Pakistan Tel: (92-21) 34385003-4, Fax: (92-21) 34556344, Factory: (92-21) 38101117 Mobile: 0300-2021016 Web: www.shield.com.pk

NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that the Extraordinary General Meeting (EOGM) of the shareholders of the Company will be held on Monday, May 11, 2026 at 10:00 a.m. at 109, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi and through video link to transact the following business:
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- To confirm the minutes of the last Annual General Meeting held on October 24, 2025.
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- To consider and if deemed fit, to pass the following resolution with or without modification as Special Resolutions:
"Resolved that one of the sponsors/majority shareholders, Pharmevo Private Limited, of Shield Corporation Limited ("Company") is hereby authorized to buy back 209,598 ordinary shares from the general public at price of PKR 750/- per share as approved by the Voluntary Delisting Committee (VDC) of the PSX."
"Further resolved that the Company be delisted from the PSX under the Voluntary Delisting Regulations of the PSX upon fulfillment of all applicable regulatory requirements."
"Further resolved that that the Company executives, Mohammad Haroon Qassim, Chief Executive, Yasir Yousuf Chhabra, Chief Financial Officer and Hafiz Muhammad Hasan, Company Secretary be and are hereby authorized, severally or jointly, to sign, execute and deliver any document, and to do any other act, deed or thing for and on behalf of the Company required to complete the delisting of the Company from the PSX."
- To transact any other business with the permission of the Chair.
By order of the Board
Hafiz Muhammad Hasan
Karachi: April 13, 2026 Company Secretary
Notes:
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- The Share Transfer Book of the Company will remain closed from May 04, 2026 to May 11, 2026 (both days inclusive).
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- A member entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend, speak and vote on his/her behalf. Forms of proxy must be deposited at the registered office of the Company not less than 48 hours before the time of the meeting.
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- Pursuant to circular 4 of 2021 issued by SECP, shareholders who wish to participate virtually in the EOGM are requested to email below mentioned information with subject "Registration for EOGM of Shield" along with valid copy of both sides of Computerized National Identify Card (CNIC) at [email protected] not less than 48 hours before the time of the meeting.
| Name of Folio / CDS CNIC Number Shareholder Account # |
Registered email Cell Number Address |
|---|---|
| ------------------------------------------------------------------- | -------------------------------------------- |
Video conference link details and login credentials shall be shared with only those shareholders whose required information is received through their registered email address within the specified time.
Shareholders can also provide their comments/suggestions for the proposed agenda items of the EOGM at the aforesaid email address.
- Pursuant to the Companies (Postal Ballot) Regulations, 2018, shareholders of the Company are hereby provided the facility of e-voting and voting through Postal Ballot in the Extraordinary General Meeting to be held on Monday, May 11, 2026 at 10:00 a.m. at 109, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi.
Procedure for E-Voting:
- i Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on April 30th, 2026.
- ii The web address, login details and password will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
- iii Identities of the members intending to cast votes through e-voting shall be authenticated through electronic signature or authentication for login.
- iv E-Voting lines will start from Friday, May 08, 2026 and close on Sunday, May 10, 2026 at 5:00 p.m. Members can cast their votes at any time during this period. Once the vote is cast by a member, he/she shall not be allowed to change it subsequently.
Procedure for Submission of Ballot Paper:
The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) in case of individual and in case of body corporate, acceptable identification documents i.e., the Original or duly authenticated Board of Directors' resolution / power of attorney along with valid copies of CNIC of authorized signatories etc. should reach the chairman of the meeting through post on the Company's registered address Office 1007, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi or email at [email protected] by or one day before the Extraordinary General Meeting on May 10, 2026, during working hours. The signature on the ballot paper shall match with the signature on CNIC.
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- Shareholders (non-CDC) are requested to promptly notify the Company's Share Registrar of any change in their addresses and submit if applicable to them, the Non-deduction of Zakat Form CZ-50 with the Share Registrar of the Company M/s. CDC Share Registrar Services Limited, CDC House, 99-B, Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi. All the Shareholders holding their shares in book entry form are requested to please update their addresses and Zakat status with their respective Participants.
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- As per section 72 of the Companies Act, 2017 every existing Company is required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by SECP, within a period not exceeding four years from the commencement of the Companies Act, 2017. The SECP through its letter # CSD/ED/Misc./2016-639-640 dated March 26, 2021 has advised the listed companies to pursue their such members who still hold shares in physical form, to convert their shares into book-entry form. The shareholders having physical shareholding may please open CDC sub-account with any of the brokers or investors account directly with CDC to place their physical shares into script-less form. This will facilitate the shareholders in many ways, including safe custody and sale of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange Limited.
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- To comply with requirement of Section 119 of the Companies Act, 2017 and Regulation 47 of the Companies Regulations, 2024, all physical shareholders are requested to provide their mandatory information such as CNIC number, address, email address, mobile/telephone number, International Bank Account Number (IBAN), etc. and notify change therein, if any to our Share Registrar for incorporation in our members register. Shareholders maintaining their shares in electronic form should have the said information updated with their participant or CDC Investor Accounts Service. Also, shareholders who have not yet submitted photocopy of their valid CNIC / (NTN No. in case of corporate entities) are reminded to send the same to Share Registrar of the Company. This exercise will help avoid any inconvenience in future or non-compliance of law.
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- The Securities and Exchange Commission of Pakistan (the "SECP"), through its Circular 2 of 2018, dated February 9, 2018 and S.R.O.452(1)/2025 has strictly prohibited companies from providing gifts or incentives, in lieu of gifts (tokens/coupons/lunches/takeaway/packages) in any form or manner, to shareholders at or in

connection with general meetings. Under Section 185 of the Act, any violation of this directive is considered an offense, and companies failing to comply may face penalties.
- CDC Account Holders will further have to follow the under mentioned guideline as laid down in circular 1 dated January 26, 2000 issued by SECP.
A. For Attending the Meeting
- i. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the 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.
- 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 the meeting.
B. For Appointing Proxies
- i. In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
- ii. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned in the form.
- iii. Attested copies of CNIC or passport of beneficial owner and the proxy shall be furnished with the proxy form.
- iv. The proxy shall produce his / her original CNIC or passport at the time of the meeting. In case of corporate entity, the Board of Directors' resolution / power of attorney with the specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 Item No. 2 of the Notice:
The sponsors intend to obtain full ownership of the Company by purchasing all outstanding shares held by minority shareholders, and consider delisting of the Company from the Pakistan Stock Exchange Limited.
The reasons for delisting are as follows:
- a) The liquidity of the Company's shares remains significantly low, with an average daily trading volume of approximately 923 shares over the last one year.
- b) The Company has incurred losses over the last two financial years.
- c) After 2021, dividends have not been paid to shareholders.
- d) Delisting of the Company will reduce complexity and free up management time to focus on the core business of the Company.
Due to the above reasons the Sponsors believe that it would be in the best interest of the minority shareholders of the Company, to be provided a fair opportunity to exit.
Therefore, the Board of Directors of the Company in their meeting held on November 19, 2025, approved the proposal for voluntary delisting of the company from the Pakistan Stock Exchange Limited.
SHIELD CORPORATION LIMITED
BALLOT PAPER FOR VOTING THROUGH POST
Registered Office: 1007, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi Ph: + 92 21 34385003-4 Website: www.shield.com.pk
Ballot paper for voting through post for poll to be held at Extraordinary General Meeting of Shield Corporation Limited on Monday, May 11, 2026 at 10:00 a.m. at 109, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi and through video link.
Contact details of the Chairman at which the duly filled-in ballot paper may be sent:
The Chairman, Shield Corporation Limited, 1007, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi
Email address: [email protected]
| Name of shareholder/joint shareholders | |
|---|---|
| Registered Address | |
| Number of shares held | |
| Folio number | |
| CNIC/Passport Number (in case of foreigners). | |
| Additional Information and enclosures (In case of representative of body corporate, corporation and |
|
| Federal Government.) |
Special Resolution:
"Resolved that one of the sponsors/majority shareholders, Pharmevo Private Limited, of Shield Corporation Limited ("Company") is hereby authorized to buy back 209,598 ordinary shares from the general public at price of PKR 750/- per share as approved by the Voluntary Delisting Committee (VDC) of the PSX."
"Further resolved that the Company be delisted from the PSX under the Voluntary Delisting Regulations of the PSX upon fulfillment of all applicable regulatory requirements."
"Further resolved that that the Company executives, Mohammad Haroon Qassim, Chief Executive, Yasir Yousuf Chhabra, Chief Financial Officer and Hafiz Muhammad Hasan, Company Secretary be and are hereby authorized, severally or jointly, to sign, execute and deliver any document, and to do any other act, deed or thing for and on behalf of the Company required to complete the delisting of the Company from the PSX."
Instructions for Poll
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Please indicate your vote by ticking (putting a tick mark, √, in) the relevant box.
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In case both the boxes are ticked, your Ballot Paper shall be treated as "Rejected".
I/We hereby exercise my/our vote in respect of the above resolutions through ballot by conveying my/our assent to or dissent from the resolution by placing a tick (√) mark in the appropriate box below.
| I/We assent to the Resolution (FOR) | I/We dissent to the Resolution (AGAINST) |
|---|---|
SHIELD CORPORATION LIMITED
NOTES/PROCEDURE FOR SUBMISSION OF BALLOT PAPER:
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- Duly filled postal ballot should be sent to the Chairman at 1007, Business Avenue, Block 6, P.E.C.H.S., Shahrah-e-Faisal, Karachi or through email at [email protected].
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- A Copy of CNIC should be enclosed with the postal ballot form.
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- Postal ballot forms should reach the Chairman of the meeting by or before Sunday, May 10, 2026 during working hours. Any postal ballot received after this date, will not be considered for voting.
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- Signature on postal ballot should match with signature on CNIC.
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- Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
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- Alternatively, the details of E-Voting facility will be communicated via e-mail to the email addresses available in the Register of Members of the Company by the Company appointed E-Voting Service Provider.
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- The ballot paper has also been placed at the website of the Company at www.shield.com.pk
Shareholder / Proxy Holder Signature / Authorized Signatory Place: Date: