NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the 77th Annual General Meeting of the Members of Abbott Laboratories (Pakistan) Limited ("the Company") will be held on Thursday, April 30, 2026, at 11:00 a.m. at the Ballroom C, Mövenpick Hotel, Club Rd, Civil Lines, Karachi, and virtually through a video-link facility to transact the following business:
ORDINARY BUSINESS
To receive, consider and adopt the Audited Financial Statements, together with the Directors' Report, the Auditors' Report, and the Chairman's Review Report thereon for the financial year ended December 31st, 2025.
In accordance with section 223 of the Companies Act 2017, and pursuant to SRO 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:
Annual Report 2025 https://www.pk.abbott/investor/investor-information.html
To approve cash dividend of Rs. 40 per share (i.e. 400%) for the financial year ended December 31st, 2025.
To appoint the Auditors of the Company for the period ending on date of the next Annual General Meeting, and to authorize the Directors to fix their remuneration. The present auditors, M/s EY Ford Rhodes, Chartered Accountants, being eligible, have offered themselves for reappointment.
To elect seven directors as fixed by the Board in the meeting held on March 16, 2026 for term of 3 years commencing on May 28, 2026. The Board of Directors have fixed their number at seven (7) Directors, and the names of the retiring Directors are as follows:
Syed Anis Ahmed Ms. Seema Khan Mr. Ehsan Ali Malik
Mr. Mohsin Ali Nathani
Mr. Celestino Jacinto Dos Anjos Ms. Ayla Majid
Mr. Brian William Jordan
SPECIAL BUSINESS
To authorize the executive directors who are whole-time directors of the Company to hold their respective offices of profits as executives of the Company.
By Order of the Board of Directors
Karachi, dated April 7th, 2026
MUHAMMAD USAMA JAMIL COMPANY SECRETARY
Notes:
The Share Transfer books of the Company will remain closed from 23rd April 2026 to 30th April 2026 (both days inclusive) and the dividend will be paid to the Members whose names will appear in the Register of Members on 22nd April 2026. Members (Non-CDC) are requested to promptly notify the Company's Registrar of any change in their addresses and submit, if applicable to them, the Non-deduction of Zakat Form CZ-50 with the Registrar of the Company M/s FAMCO Share Registration Services (Private) Ltd., 8-F, Near Hotel Faran, Nursery, Block-6, PECHS, Shahrah-e-Faisal, Karachi. Tel: 009-21-34380101-5 & 0092-21-34384621-3, email: info.shares@famcosrs.com. All the Members holding the shares through the CDC are requested to please update their addresses and Zakat status with their participants.
A Member of the Company entitled to attend and vote at the meeting may appoint a proxy to attend, speak and vote instead of him/her. Proxies in order to be effective must be received at the Company's registered office not less than 48 hours before the time of holding the meeting. In calculating the aforesaid period, no account shall be taken of any day that is not a working day. A proxy need, not be a Member of the Company. The proxy shall produce his/her original CNIC or Passport to prove his/her identity.
Form of proxy is attached in the Annual Report, which is also available on the Company's website (https://www.pk.abbott), the website of the Pakistan Stock Exchange and will be circulated via email to all the shareholders who have provided their email address to the Company.
Shareholders are requested to notify the Company of any change in their physical addresses and email address immediately.
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
No gifts will be circulated during the meeting.
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 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.
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.
In case a member desires to attend the meeting virtually, the Company has made adequate arrangements for the members to participate seamlessly via video-link. To attend the AGM via video-link, members are required to email their names, folio number, valid email address and number of shares held in their names to the following email address: pk.shareholderquery@abbott.com. The members/proxies will receive video-link login credentials following the provision of the requisite details.
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 details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
Attested copies of CNIC or the passport of the beneficial owners and of 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.
In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
Withholding Tax on Dividend under Section 150 the Income Tax Ordinance, 2001:
Pursuant to the provisions of the Finance Act 2019 effective July 1, 2019, the rates of deduction of income tax from dividend payments under the Income Tax Ordinance have been revised as follows:
Rate of tax deduction for active tax payers is 15%.
Rate of tax deduction for non-active tax payers is 30%.
Shareholders who are filers, are advised to make sure that their names are entered into latest Active Tax Payers List (ATL) provided on the website of FBR at the time of dividend payment, otherwise they shall be treated as non-filers and tax on their cash dividend will be deducted at the rate of 30% instead of 15%.
As per FBR Circulars C. No.1 (29) WHT/2006 dated 30 June 2010 and C. No.1 (43) DG (WHT)/2008-Vol. II66417-R dated 12 May 2015, the valid exemption certificate is mandatory to claim exemption of withholding tax U/S 150 of the Income Tax Ordinance, 2001 (tax on dividend amount) where the statutory exemption under clause 47B of Part-IV of Second Schedule is available. The shareholders who fall in the category mentioned in above clause and want to avail exemption U/S 150 of the Ordinance, must provide valid Tax Exemption Certificate to our Share Registrar M/s FAMCO Share Registration Services (Private) Ltd before book closure otherwise tax will be deducted on dividend as per applicable rates.
Further, according to clarification received from Federal Board of Revenue (FBR), with-holding tax will be determined separately on 'Filer/Non-Filer' status of Principal shareholder as well as Joint-Holder(s) based on their shareholding proportions, in case of joint accounts.
In this regard all shareholders who hold shares jointly are requested to provide shareholding proportions of Principal shareholder and Joint-Holder(s) in respect of shares held by them (only if not already provided) to our Share Registrar, in writing as follows:
Company Name
Folio/CDS # Account
Total Shares
Principal Shareholder
Joint Shareholder
Name and # CNIC
Shareholding Proportion (No. (of Shares
Name and # CNIC
Shareholding Proportion (No. of (Shares
The required information must reach our Share Registrar within 10 days of this notice; otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint Holder(s).
For any query/problem/information, the investors may contact the Company and/or the Share Registrar, M/s FAMCO Share Registration Services (Private) Ltd . at phone 021-34380101-5 and email address: info.shares@famcosrs.com.pk
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 M/s FAMCO Share Registration Services
(Private) Ltd . The shareholders while sending NTN or NTN certificates, as the case may be, must quote company name and their respective folio numbers.
Electronic Transmission of Audited Financial Statements & Notices:
The Securities and Exchange Commission of Pakistan (SECP) through its Notification S.R.O. 787(I)/2014 dated 8th September 2014 has permitted companies to circulate Audited Financial Statements along with Notice of Annual General Meeting to its Members through e-mail. Accordingly, those Members who wish to receive the financial statements online are hereby requested to convey their consent and e-mail address for receiving Audited Financial Statements and Notice through e-mail at the following email address: pk.shareholderquery@abbott.com. In order to avail this facility a Standard Request Form is available at the Company's website https://www.pk.abbott. Alternatively, the Annual Reports may be downloaded from the following link: https://www.pk.abbott/investor/ investor-information.html
Payment of Cash Dividend Electronically:
The Securities and Exchange Commission of Pakistan (SECP) had earlier initiated e-dividend mechanism through its letter No: 8(4) SM/CDC/2008 dated April 05, 2013. The Companies Act 2017 also now provides in section 242 that any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. As such, the Company will only be able to make payments of cash dividend to its shareholder through electronic mode. Therefore, shareholders are advised that in order for them to receive their dividends through electronic mode, the details of their bank mandate specifying:
title of account,
account number and IBAN,
bank name,
branch name, code and address be provided as soon as possible, to the Share Registrar of the Company, M/s FAMCO Share Registration Services (Private) Ltd .
Any person who seeks to contest the election of directors shall file with the Company at its registered office (addressed to the Company Secretary) not later than fourteen days before the day of the above said meeting his / her intention to offer himself/herself for the election of Directors in terms of Section 159(3) of the Companies Act, 2017 together with (A) consent on Form 9 prescribed under the Act, and (B) a Declaration under regulation 3 of the Code of Corporate Governance Regulations 2019 to the effect that he/she is not serving as a director on more than seven listed companies, that his/her name is borne on the register of National Tax Payers (except where he/she is a non-resident), that he/she has not been convicted by a court of competent jurisdiction as defaulter in payment of any loan to a banking company, a development financial institution or a non-banking financial Institution and that he/she is not otherwise ineligible to act as a director under Section 159(3) of the Companies Act, 2017. Independent directors are also required to submit a declaration confirming that they qualify the criteria of independence under S. 166 of the Companies Act 2017. Such declaration is to be submitted to the chairman of the Board at the first meeting after the election of directors.
Independent directors shall be elected and appointed in accordance with the provisions of Section 159 of the Act and the Listed Companies (Code of Corporate Governance) Regulations, 2019. After the notice / intention to stand for elections has been filed, the Company shall choose the independent directors applying the following criteria:
Respective competencies, diversity, skills, knowledge and experience of those contesting the elections shall be assessed;
Name of independent directors appearing in the databank maintained by Pakistan Institute of Corporate Governance (PICG) duly authorized by SECP, unless exempted and due diligence shall be undertaken before selecting the person from the data bank.
Pursuant to the Companies (Postal Ballot) Regulations, 2018, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through E-voting, in accordance with the requirements and procedure contained in the aforesaid Regulations. The Company has placed the Notice of AGM along with Proxy Form and Postal Ballot Paper on its website: https://www. pk.abbott/
The Members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through SRO 2192(I)/2022, dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, 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 and election of directors in its forthcoming AGM to be held on April 30th, 2026 at 11:00 AM in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations. The Company has placed the Notice of AGM along with Proxy Form and Postal Ballot Paper on its website: https://www.pk.abbott/.
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 April 22nd, 2026.
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 FAMCO Share Registration Services (Private) Limited (being the e-voting service provider).
Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.
E-Voting lines will start from Thursday, April 23rd, 2026 at 05:00 PM. and shall close on Wednesday, April 29th, 2026 at 5:00 PM. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.
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 Corporate address, , 11th & 12th Floors, Ocean Tower, G-3, Block-9, Main Clifton Road, Karachi 75600. P.O. Box 13841, Karachi or email at pk.shareholderquery@abbott.com one day before the Annual General Meeting on April 29th, 2026 by 05:00 PM. The signature on the ballot paper shall match with the signature on CNIC. 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 https://www. pk.abbott/for download.
Appointment of Scrutinizer:
In accordance with the Regulation 11 of the Companies (Postal Ballot) Regulations, 2018 (as amended) the Board of Directors has appointed M/s BDO Ebrahimn & Co. Chartered Accountants, a QCR rated audit firm, to act as the scrutinizer of the Company for the Special Businesses to be transacted in the meeting, for the election of the Directors (if required), and to undertake other responsibilities as defined in Regulation 11A of the Regulations.
Statement of material fact under Section 134 (3) of the Companies Act, 2017
As required by section 171(1)(c)(i) of the Companies Act, 2017, the Members in General Meeting are required to authorize the holding of office of profit by the Executive Directors. For this purpose, it is proposed that the following resolution be considered and passed as an ordinary resolution:
RESOLVED THAT the Executive Directors (including Alternate Directors) of the Company be and are hereby authorized to hold their offices of profits as executives of the Company under their respective contracts of service and that they be allowed benefits arising under their respective contracts of service and the applicable service rules of the Company.
FURTHER RESOLVED THAT in the event of any of the aforesaid offices of profit falling vacant, the approval hereby given shall be equally applicable to any other person appointed to fill such vacancy.