United Brands Limited — Proxy Solicitation & Information Statement 2025

Oct 7, 2025

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 $\leftarrow +922137170176-80$

NOTICE OF 61st ANNUAL GENERAL MEETING OF UNITED BRANDS IMITED

NOTICE is hereby given that 61st Annual General Meeting (AGM) of the Members of United Brands Limited the "Company" will be held on October 28, 2025 at 12:30 p.m. at Indus Suite, Avari Towers, Fatima Jinnah Road, Karachi as well as through video conferencing facility to transact the following business:

ORDINARY BUSINESS

• To confirm the minutes of the last Annual General Meeting of the Company held on October 28, 2024. 1.
• To receive, consider and adopt annual audited financial statements for the year ended June 30, 2025 together $2.$ with the Directors' and Auditors' Reports thereon.

In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the website of the Company which can be downloaded from the following weblink and QR enabled code:

To appoint auditors for the next financial year ending June 30, 2026 and fix their remuneration. The present 3 auditors, M/s. A.F. Ferguson & Company, Chartered Accountants, retired and being eligible, have offered themselves for re-appointment. The board has recommended the re-appointment of A. F. Ferguson & Co., Chartered Accountants, as the auditors of the Company for the year ending June 30, 2026.

SPECIAL BUSINESS

To ratify and approve transactions conducted with related parties for the year ended June 30, 2025, by passing $\overline{4}$ the following special resolution with or without modification:

RESOLVED that the transactions conducted with related parties as disclosed in note 34 of the financial statements for the year ended June 30, 2025, and specified in the Statement of Material Information under section 134(3) be and are hereby ratified, approved and confirmed.

To authorize the Board of Directors of the Company to approve transactions with related parties for the financial 5. year ending June 30, 2026, by passing the following special resolution with or without modification:

RESOLVED that the Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with Related Parties on case-to-case basis for the period up to the conclusion of next AGM.

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 492 21 37170176-80

RESOLVED FURTHER that these transactions by the Board shall be deemed to have been approved by the shareholders and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval.

OTHER BUSINESS

To transact any other business of the Company with the permission of the Chair. 6.

Attached to this notice is a statement of Material Facts covering the above-mentioned Special Business, as required under section 134(3) of the Companies Act, 2017.

By the order of the board

Date: October 07, 2025 Place: Karachi

Mahnoor Zulfiqar Company Secretary

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 $\frac{1}{3}$ +92 21 37170176-80

NOTES

A. Book closure

The share transfer books will remain closed from October 21, 2025 to October 28, 2025 (both days inclusive) for annual general meeting. Transfers in good order, received at the office of Company's Share Registrar, Central Depository Company of Pakistan Limited, CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 by close of the business on October 20, 2025 will be treated in time for the purpose of attending the annual general meeting.

B. Participation in AGM via physical presence including through proxy

Members whose names appear in the Register of Members as of October 21, 2025, are entitled to attend and vote at the AGM. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak and vote for him/her. The proxy need not be a member of the Company.

An instrument of proxy applicable for the AGM is being provided with the Notice sent to the members. Proxy form may also be downloaded from the Company's website: https://ubrands.biz/page-investor-relations. An instrument of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified true copy of such power or authority duly notarized must, to be valid, be received by the Company's Registered Office: 2nd Floor, One IBL Centre, Plot No. 1, Block 7 & 8, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi-75350 (attention to the Company Secretary) or email at companysecretary@iblops.com not less than 48 hours before the time of AGM, i.e. before 12:30 p.m. on October 26, 2025.

Members having physical shareholding are requested to submit a copy of their Computerized National Identity Card (CNIC) at the registered address to our Share Registrar: CDC Share Registrar Services Limited (CDCSRSL), CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal, Karachi-74400. CDC account holders may submit to their respective CDC Participant/ Stockbroker / Investor Account Services.

If a member appoints more than one proxy and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid.

C. Request for Video conference facility

• i) Members interested in attending / participating in the AGM through video link facility are hereby advised to get themselves registered with the Company's share registrar by providing the following information through email sent to cdcsr@cdcsrsl.com at the earliest, but not later than 48 hours before the time of the AGM i.e. before 12:30 p.m. on October 26, 2025.
• a) Name of Member
• b) CNIC / NTN
• c) Folio No. / CDC IAS No.
• d) Contact No.
• e) Email address
• ii) The online meeting link and login credentials will be shared with only those members who provide their intent to attend the meeting containing all the required particulars as mentioned above on or before October 24, 2025, by 12:30 p.m.
• iii) The login facility will remain open from 11:00 a.m. till the end of AGM.
• iv) An individual beneficial owner of the shares must bring his/her original CNIC or Passport, Account and Participant's ID 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

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 ■ +92 21 37170176-80

account holders will further have to follow the quidelines as laid down in Circular No. 1 dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan.

D. Polling on Special Business Resolution

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 (the "Regulations"), as amended through SRO 2192(1)/2022 dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), 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 businesses classified as special business.

Accordingly, members of the Company will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming AGM to be held on 28th day of October 2025 at 12:30 p.m. in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, ballot paper is annexed to this notice and the same is also available on the Company's website at www.ubrands.biz for download.

• 1. Procedure for E-Voting:
• 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 October 20, 2025.
• The web address, login details, and password, will be communicated to members via email. The security $\mathbf{ii}$ codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).
• Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic iii. signature or authentication for login.
• E-Voting lines will start from October 23, 2025, 09:00 a.m. and shall close on October 27, 2025, at 5:00 $iv.$ P.M. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.
• 1. Procedure for Voting Through Postal Ballot:

The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC), should reach the Chairman of the meeting through post on the Company's registered address at 2nd Floor, One IBL Centre, Plot No. 1, Block 7 & 8, D.M.C.H.S., Tipu Sultan Road, Karachi (attention to the Company Secretary) or email at companysecretary@iblops.com no later than one day before the AGM on October 27, 2025, during working hours. The signature on the ballot paper shall match the signature on CNIC.

E. Conversion of physical shares into Book-entry Form

In compliance with section 72 of the Companies Act, 2017 and SECP's letter No. CSD/ED/Misc./2016-639-640 dated 26 March 2021, listed companies are required to replace existing physical shares issued by them into Book-Entry Form. In view of the above requirement, shareholders of the Company having physical folios/ share certificates are requested to convert their shares from physical form into Book-Entry Form as soon as possible.

Conversion of physical shares into Book-Entry Form would facilitate the shareholders in many ways i.e. safe custody of shares, readily available market for instant sale and purchase of shares, eliminate risk of loss & damage, easy & safe transfer with lesser formalities as compared to physical shares. The shareholders of the Company may contact Share Registrar of the Company i.e. M/s. CDC Share Registrar Services Limited for assistance in conversion of physical shares into Book-Entry Form.

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 $\bigodot +922137170176-80$

F. Change of address

Members are requested to notify changes in their address, if any, in case of Physical shares immediately contact to the Company's Share Registrar, CDC Share Registrar Services Limited, CDC House, 99 - B, Block 'B', S.M.C.H.S., Main Shahrah-Faisal, Karachi-74400. and their respective Participant/CDC Investor Account Services in case of Book-Entry Form.

G. Unclaimed Dividend

Shareholders, who by any reason, could not claim their dividend or bonus shares or did not collect their physical shares, are advised to contact our Share Registrar M/s CDC Share Registrar Services Limited Ltd. to collect/enquire about their unclaimed dividend or pending shares, if any.

Please note that in compliance with Section 244 of the Companies Act, 2017, after having completed the stipulated procedure, all dividend unclaimed for a period of three years from the date due and payable shall be deposited to the credit of the Federal Government and in case of shares, shall be delivered to the Securities & Exchange Commission of Pakistan.

$H_{\cdot}$ Code of Conduct for Shareholders in General Meeting

Section 215 of the Companies Act, 2017 ("the Act") and Regulation 55 of the Companies Regulations, 2024, "Conduct of Shareholders at Meetings" state as follows:

• i) Shall not bring such material that may cause threat to participants or premises where meeting is being held;
• ii) Shall confine themselves to the agenda items covered in the notice of meeting;
• iii) Shall keep comments and discussion restricted to the affairs of the company; and
• iv) Shall not conduct in a manner to disclose any political affiliation or offend religious susceptibility of other member

Restriction on Gift Distribution

In compliance with section 185 of the Companies Act, 2017 and SRO 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 at the Annual General Meeting.

Ultimate Beneficial Owner (UBO) Disclosure Requirement $\mathbb{L}$

In compliance with S.R.O. 1356(I)/2025 and Regulation 9 of the Companies Regulations, 2024, every shareholder holding at least five percent (5%) of the shares or voting rights in the Company, and the representative of any legal person or legal arrangement holding such interest, is required to submit or update their Ultimate Beneficial Ownership (UBO) declaration.

For this purpose, a natural person holding or controlling twenty-five percent (25%) or more shares or voting rights, directly or indirectly, qualifies as a UBO.

The prescribed Form 17 is available at https://ubrands.biz/page-investor-relations and shall be submitted either via email at companysecretary@iblops.com or to the Company's Registered Office to ensure compliance with statutory requirements. In case of corporate entity, it shall be duly printed on Company letter and signed by authorized officer

Please note that non-submission or delay in submission may attract regulatory action under Section 452 of the Companies Act, 2017.

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 $\sqrt{4}$ +92 21 37170176-80

STATEMENT OF MATERIAL FACTS UNDER SECTION 134 (3) OF THE COMPANIES ACT, 2017

Item number 4 of the notice - Ratification and approval of the related party transactions

Transactions conducted with all related parties have to be approved by the Board of Directors duly recommended by the Audit Committee on quarterly basis pursuant to clause 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2019. However, during the year since majority of the Company's Directors were interested in certain transactions due to their common directorships in the group companies. These transactions are being placed for the approval by shareholders in the Annual General Meeting. All transactions with related parties to be ratified have been disclosed in note 34 to the financial statements for the year ended June 30, 2025.

The Company carries out transactions with its related parties on an arm's length basis as per the approved policy with respect to 'transactions with related parties' in the normal course of business. All transactions entered with related parties require the approval of the Board Audit Committee of the Company, which is chaired by an independent director of the company. Upon the recommendation of the Board Audit Committee, such transactions are placed before the Board of Directors for approval.

Transactions entered with the related parties include, but are not limited to, sale of goods, rental income, shared cost, dividends paid, (in accordance with the approval of shareholders and board where applicable) and salaries and other benefits paid to the key management personnel.

The nature of relationship with these related parties has also been indicated in the note 34 to the financial statements for the year ended June 30, 2025. The Directors are interested in the resolution only to the extent of their common directorships in such related parties.

2. Item number 5 - Authorization for the Board of Directors to approve the related party transactions during the year ending June 30, 2026

The Company shall be conducting transactions with its related parties during the year ending June 30, 2026, on an arm's length basis as per the approved policy with respect to 'transactions with related parties' in the normal course of business. The majority of Directors are interested in these transactions due to their common directorship in the holding / associated companies. In order to promote transparent business practices, the shareholders desire to authorize the Board of Directors to approve transactions with the related parties from time-to-time on case-tocase basis for the period up to the conclusion of next AGM, which transactions shall be deemed to be approved by the Shareholders. The nature and scope of such related party transactions is explained above. These transactions shall be placed before the shareholders in the next AGM for their formal approval/ratification.

The Directors are interested in the resolution only to the extent of their common directorships in such related parties.

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 492 21 37170176-80

UNITED BRANDS LIMITED

POSTAL BALLOT PAPER

for voting through post for the Special Business at the Annual General Meeting to be held on October 28, 2025, at 12:30 p.m. at Indus Suite, Avari Towers, Fatima Jinnah Road, Karachi-75530. $M₀$ baiter user ubroade bin UAM 100.04.07470477

UAN: $+92213110111$	website: www.ubrands.blz
Folio / CDS Account Number
Name of Shareholder / Proxy Holder
Registered Address
Number of shares Held
CNIC/Passport No. (in case of foreigner) (copy to be attached)
Additional information and enclosures (in case of representative of body corporate, corporation, and federal Government)
Name of Authorized Signatory
CNIC/Passport No. (in case of foreigner) of Authorized Signatory (copy to be attached)

SPECIAL BUSINESS

Agenda No 4

To ratify and approve transactions conducted with related parties for the year ended June 30, 2025, by passing the following special resolution with or without modification:

RESOLVED that the transactions conducted with related parties as disclosed in note 34 of the financial statements for the year ended June 30, 2025, and specified in the Statement of Material Information under section 134(3) be and are hereby ratified, approved, and confirmed.

Agenda No 5

To authorize the Board of Directors of the Company to approve transactions with related parties for the financial year ending June 30, 2026, by passing the following special resolution with or without modification:

RESOLVED that the Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with Related Parties on case-to-case basis for the period up to the conclusion of next AGM.

RESOLVED FURTHER that these transactions by the Board shall be deemed to have been approved by the shareholders and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval.

INSTRUCTION FOR POLL

1. Please indicate your vote by ticking $(v)$ the relevant box.

2. In case if both the boxes are marked as $(v)$ , you poll shall be treated as "Rejected".

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8. Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 $\bigotimes$ +92 21 37170176-80

I/we hereby exercise my/our vote in respect of the above resolution through ballot by conveying my/our assent or dissent to the resolution by placing tick $(v)$ mark in the appropriate box below:

Resolution	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
Resolution For Agenda Item No. 4
Resolution For Agenda Item No. 5

• Dully filled ballot paper should be sent to the Chairman of the meeting through post at 2^nd $1.$ Floor, One IBL Centre, Plot No. 1, Block 7 & 8, D.M.C.H.S., Tipu Sultan Road, Karachi (attention to the Company Secretary) or email at companysecretary@iblops.com
• $2.$ Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
• 1. Ballot paper should reach the Chairman within business hours by or before October 27, 2025. Any postal ballot received after this date, will not be considered for voting.
• $\overline{4}$ . Signature on ballot paper should match with signature on CNIC/ Passport (In case of foreigner).
• 1. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.
• 1. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person. an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable.
• $7₁$ Ballot Paper form has also been placed on the website of the Company at: www.ubrands.biz Members may download the ballot paper from the website.

Shareholder / Proxy holder Signature/Authorized Signatory (In case of corporate entity, please affix company stamp)

Date:

2 2nd Floor One IBL Center, Plot No.1, Block 7 & 8, Dehli Mercantile Muslim Cooperative Housing Society, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi, 75350 492 21 37170176-80

Proxy Form

The Secretary United Brands Limited 2nd Floor, One IBL Centre, Block 7&8, DMCHS Tipu Sultan Road, Off: Shahrah e Faisal, Karachi

1/We	son / daughter / wife / husband of	shareholder of
United Brands Limited, holding	ordinary shares hereby appoint	who is my
	[state relationship (if any) with the proxy; required by Government regulations] and the son /
	daughter / wife / husband of (holding ordinary shares in the Company under
Folio No.	(our proxy, to attend and vote for me / us and view burn proxy, to attend and vote for me / us and on my / our
thereof.	behalf at the Annual General Meeting of the Company to be held on October 28, 2025 and / or any adjournment

Signed this ______ day of _____ 2025.

Witness:

1. . . . . . . . . . . . . . . . . . .

$\overline{2}$ .

Rs. 5/-Revenue Stamp

Signature of Member(s) Shareholders Folio No. _______ and / or
CDC Participation I.D. No. _______ and Sub-Account No.

Note:

1. The member is requested:

I. To affix Revenue Stamp of Rs. 5/- at the place indicated above.

II. To sign across the revenue Stamp in the same style of signature as is registered with the Company. III. To write down his Folio Number.

• 1. In order to be valid, this proxy must be received at the registered office of the Company at least 48 hours before the time fixed for the Meeting, duly completed in all respects.
• 1. CDC Shareholders or their proxies should bring their original Computerized National Identity Card or Passport along with the Participant's ID Number and their Account Number to facilitate their identification. Detailed procedure is given in the Notes to the Notice of AGM.