Notice of Annual General Meeting

AtlasInsurance

SC/139/2026

March 27, 2026

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi,

Subject: Notice of Annual General Meetlnq for the Year ended December 31, 2025 Dear Sir,

Enclosed please find a copy of the Notice of 86!' Annual General Meeting of Atlas Insurance Limited to be held on April 20, 2026, for circulation amongst the TRE Certificate Holders of the Exchange.

Please note that this Notice is intended to be published in newspapers on March 30, 2026. Thank you

Yours Sincerely,

Muhammad Afzal Company Secretary

Encl: As above.

Atlas Insurance Ltd.

Rated 'AA ' by PACRA

Notice is hereby given that the 91st Annual General Meeting (AGM) of the members of Atlas Insurance Limited (the Company) will be held on Monday, April 20, 2026, at 11:00 a.m. at the registered office of the Company situated at 63/A, Block-XX, Phase III (Commercial), Khyaban-e-Iqbal, DHA, Lahore, to transact the following business:

Ordinary Business

1. To confirm the minutes of the last AGM held on April 15, 2025.

2. To receive, consider and adopt the audited financial statements of the Company for the year ended December 31, 2025, together with the Directors' and Auditors' Reports thereon.

   
   
   

   As required under section 223(7) of the Companies Act 2017 (the Act) and in terms of S.R.O. No. 389 (I) / 2023 dated March 21, 2023, the Annual Report of the Company has been uploaded on the website of the Company, which can be downloaded from the following link / QR code:

   https://ail.atlas.pk/wp-content/uploads/2026/03/AIL-AR-2025.pdf

3. To consider and approve final cash dividend @ 60% for the year ended December 31, 2025, as recommended by the Board of Directors, and ratify 25% interim cash dividend previously announced and disbursed to the shareholders during the year 2025.

4. To appoint auditors and fix their remuneration for the year ending December 31, 2026. The present auditors, BDO Ebrahim & Co., retire and being eligible, offer themselves for reappointment.

   Special Business

5. To consider and, if thought fit, pass with or without modification, the following resolutions as special resolutions:

   Resolved:

   1. "that the authorized capital of the Company be and is hereby increased from Rs. 1,500,000,000 (Rupees fifteen hundred million only) to Rs. 3,000,000,000 (Rupees three billion only) by creation of 150,000,000 (one hundred and fifty million) new ordinary shares of Rs.10 each."

      Further Resolved:

   2. "that the Memorandum and Articles of Association of the Company be and are hereby altered by substituting the figures and words of Rs. 1,500,000,000 (Rupees fifteen hundred million only) divided into 150,000,000 (one hundred and fifty million) ordinary shares of Rs.10 each appearing in clause V of the Memorandum and clause 4 of the Articles of Association with the words and figures of Rs. 3,000,000,000 (Rupees three billion only) divided into 300,000,000 (three hundred million) ordinary shares of Rs.10 each."

      Further Resolved:

   3. "that the ordinary shares when issued shall carry equal voting rights and rank pari passu with the existing ordinary shares of the Company in all respect / matters in conformity with the provisions of the Companies Act, 2017."

      Further Resolved:

   4. "that the Chief Executive Officer and Company Secretary be and are hereby authorized, singly to do all acts, deeds and things, take any or all necessary actions to complete all legal formalities and to file requisite documents with the Registrar to effectuate and implement the aforesaid resolutions."

6. To consider and approve related party transactions for the financial year ended December 31, 2025, and the ensuing financial year ending December 31, 2026.

   To give effect to the aforesaid, if thought fit, to pass with or without modification, the following resolutions as special resolutions:

   Resolved:

   1. "that the transactions carried out by the Company in the normal course of business with Atlas Foundation and Atlas Asset Management Limited (AAML), related parties, during the year 2025 be and are hereby ratified, approved and confirmed."

      Further Resolved:

   2. "that the Board of Directors be and is hereby authorized to approve all the transactions carried out in the normal course of business with Atlas Foundation and AAML during the ensuing year ending December 31, 2026."

      Other Business

7. To consider any other business with the permission of the Chair.

The Statement under Section 134(3) of the Companies Act, 2017, pertaining to the special business referred to above, is being circulated to the members along with the Notice of the Meeting.

By Order of the Board

Muhammad Afzal

Lahore: March 30, 2026 Company Secretary

Notes:

1. The share transfer books of the Company will remain closed from April 06, 2026, to April 20, 2026 (both days inclusive) when no transfer of shares will be accepted for registration. Transfers in good order, received at the office of Company's share registrar, Hameed Majeed Associates (Pvt.) Limited, 7 - Bank Square Sharah-e-Quaid-e-Azam, Lahore by the close of business on April 05, 2026, will be treated in time for the purpose of transfer of shares to the transferees.

2. A member entitled to attend, speak and vote at the AGM is entitled to appoint another person as his/her proxy to attend, speak and vote instead of him / her and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the AGM as are available to the member.

3. The duly completed instrument of proxy, and the other authority under which it is signed, or a notarial certified copy thereof, to be valid, must be received at the Registered Office of the Company not later than 48 hours before the time of the meeting.

4. Any change of address of members should be immediately notified to the Company's share registrar.

5. CDC Account Holders will further have to follow the following guidelines laid down in Circular No. 1 dated January 26, 2000, issued by the SECP:

   1. For Attending the Meeting:

      1. In case of individuals, the account holder and / or sub-account holder whose registration details are uploaded as per CDC Regulations shall submit the proxy form as per the above requirement showing the original Computerized National Card (CNIC) or original passport at the time of attending the meeting.

      2. 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.

   2. For Appointing Proxies:

      1. In case of individuals, the account holder and / or sub-account holder whose registration details are uploaded as per CDC Regulations shall submit proxy form as per the above requirement.

      2. The proxy form shall be witnessed by the person whose name, address and CNIC number shall be mentioned on the form.

      3. Attested copies of CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form.

      4. The proxy shall produce his / her original CNIC or original passport at the time of the meeting.

      5. 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.

6. Submission of CNIC or National Tax Number (NTN) or Passport

   The shareholders are informed that as per Sub Clause 9 (i) of Regulation 4 of Companies (Distribution of Dividends) Regulations, 2017, the identification of the registered shareholder or its authorized person should be made available with the Company. Therefore, it is requested that shareholders must provide copy of their valid CNIC (in case of individual) or NTN (in case of other than individual) or Passport (in case of foreign individual) along with their folio number by mail or email to the Company Secretary or Share Registrar, unless it has been provided earlier.

7. Conversion of Physical Shares into Book-Entry Form

   As per Section 72(2) of the Act, every existing company shall be required to replace its physical shares with book-entry form within four (4) years from the date of the promulgation of the Act. Further, vide its letter dated March 26, 2021, SECP has directed listed companies to pursue their shareholders who are still holding shares in physical form to convert the same into book entry form.

   To ensure compliance with the provision, all shareholders having physical shareholding are encouraged to open a CDC sub-account with any of the brokers or an Investor Account directly with CDC to place their physical shares into scripless form. This will facilitate them in many ways, including safe custody and sale of shares, at any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange Limited.

8. Participation in AGM through Electronic Means

   The shareholders can now participate in the AGM proceedings via video link also. Those members who are willing to attend and participate in the AGM via video link are requested to register themselves by sending an email along with following particulars and valid copy of both sides of CNIC at "investor.relations@ail.atlas.pk" with subject of 'Registration for AGM' not less than 48 hours before the time of the meeting:

   Name	CNIC No.	Folio / CDC No.	Cell No.	Email Address

   Members who will be registered, after necessary verification as per the above requirement, will be provided with a password-protected video link by the Company via email. The said link will remain open from 10:45 a.m. on the date of AGM till the end of the meeting.

   The shareholders can also provide their comments and questions for the agenda items of the AGM on our above-mentioned email.

9. Availability of Audited Financial Statements at the Company's website

   The audited financial statements of the Company for the year ended December 31, 2025, have been made available on the Company's website ail.atlas.pk in addition to the annual and quarterly financial statements of prior periods.

10. Polling on Special Business and Procedure for E-Voting

    In accordance with the Companies (Postal Ballot) Regulation, 2018, (the Regulations) the right to vote through electronic voting facility and voting by post shall be provided to members of every listed company for, inter alia, all businesses classified as special business under the Companies Act, 2017, (the Act) in the manner and subject to conditions contained in the Regulations. Further details will be shared with the eligible shareholders in due course.

11. E-Dividend Mandate (Mandatory)

    As per Section 242 of the Act, it is mandatory for the public listed companies to pay cash dividends to their shareholders only through electronic mode, directly into bank account designated by the entitled shareholders.

    Therefore, all shareholders are requested to provide their valid bank account details (if it is not provided earlier) in the "Dividend Mandate Form", which can be downloaded from our website at the earliest. Shareholders maintaining shareholding under Central Depository System are advised to submit their bank mandate information directly to the relevant participant / CDC Investor Account Service.

    In case of non-submission of valid bank account details, the Company will withhold the applicable dividend payments under the Companies (Distribution of Dividends) Regulations, 2017. Further, the information regarding gross dividend, tax / zakat deductions and net dividend will be provided through the Centralized Cash Dividend Register, therefore, shareholders should register themselves to CDC's eService's Portal.

12. Unclaimed Dividend

    As per the provision of Section 244 of the Companies Act, 2017, any shares issued, or dividend declared by the Company which have remained unclaimed / unpaid for a period of three years from the date on which it was due and payable are required to be deposited with the Commission for the credit of Federal Government after issuance of notices to the shareholders to file their claims.

    The details of the shares issued, and dividends declared by the Company which have remained due for more than three years were sent to shareholders, uploaded on the Company website and final notice was issued in the newspapers. In case, if no claim is lodged, the Company shall proceed to deposit the unclaimed / unpaid amount and shares with the Federal Government.

13. Electronic Transmission of Annual Financial Statements and Notices

    The Annual Audited Financial Statements / Annual Report and the Notice of AGM for the year ended December 31, 2025, have been placed on the Company's website, which can be accessed

    
    
    

    / downloaded from the following link and QR enabled code:

    https://ail.atlas.pk/wp-content/uploads/2026/03/AIL-AR-2025.pdf

    In compliance with Section 223(6) of the Act and relevant SECP Notifications, soft copies of the Annual Report 2025 are being emailed to those members who have provided their valid email addresses for communication. Other members who wish to receive the Annual Report 2025 via email may share their valid email addresses to the office of our Share Registrar or through email at "investor.relations@ail.atlas.pk."

    Shareholders may request the Company Secretary or Share Registrar of the Company to transmit a hard copy of Annual Report 2025 by filing a 'Standard Request Form' available on Company's website and the same will be provided at his / her registered address, free of cost, within one week of receipt of request.

14. Deduction of Withholding Tax on the Amount of Dividend

    The latest Active Taxpayers List (ATL) available on book closure date at Federal Board of Revenue (FBR) website would be considered to determine the status of filer or non-filer and tax will be deducted accordingly at the prescribed rates.

    All shareholders are advised to take necessary action for inclusion of their names in ATL, to avoid higher rate of tax deduction. To claim exemption of withholding income tax on dividend amount, valid exemption certificate is required to be submitted to the Company Secretary / Share Registrar before book closure. Further, in respect of joint shareholders, their shareholding will be treated as equal for tax deduction purposes unless ratio / share (if any) is intimated by the shareholder to the Company Secretary / Share Registrar before book closure.

15. Zakat Declaration (CZ-50)

    Zakat will be deducted from the dividends at source at the rate of 2.5% of the paid-up value of the share (Rs. 10 each) and will be deposited within the prescribed period with the relevant authority as per the prescribed regulations. In case of exemption, Zakat Declaration CZ-50 Form under Zakat and Ushr Ordinance, 1980 and Rule 4 of Zakat (Deduction and Refund) Rules, 1981 shall be submitted to the Company Secretary / Share Registrar before book closure.

    The shareholders must write Atlas Insurance Limited's name and their respective Folio Number or CDC Account Number on Zakat Declarations. In case shares are held in scripless, from such Zakat Declaration Form must be uploaded in the CDC account of the shareholder, through their Participant / Investor Account Services.

    Further, non-Muslim shareholders are also required to submit solemn affidavit before book closure to the Company Secretary / Share Registrar in case of physical shares or with CDC Participant / Investor Account Services in case shares are in scripless form, to claim exemption from zakat deduction.

16. Non-distribution of Gifts

As required under SRO 452 dated March 17, 2025, no gifts shall be distributed at the General Meetings.

For any query / information, the investors may contact the Company / Share Registrar at the following address:

Company's Registered Office

63/A, Block-XX, Phase III (Commercial), Khyaban-e-Iqbal, DHA, Lahore. UAN: 111-245-000 (KHI & LHR)

Tel: (92-42) 3713261-18

Fax: (92-42) 37132622

Share Registrar Office

M/s. Hameed Majeed Associates (Pvt.) Limited

H. M. House, 7 - Bank Square, Shahrah-e-Quaid-e-Azam, Lahore. Tel: (92-42) 37235081 - 82

Fax: (92-42) 37358817

Statement under Section 134(3) of the Companies Act, 2017

This Statement is annexed to the Notice of the 91st AGM of Atlas Insurance Limited to be held on April 20, 2026, at which certain special business is to be transacted. The purpose of this statement is to set forth the material facts concerning this special business.

Item No. 5 of the Agenda

The existing authorized share capital of the Company is Rs. 1,500,000,000/- (Rupees fifteen hundred million) divided into 150,000,000 (one hundred fifty million) ordinary shares of Rs. 10/-each.

To support the Company's growing paid-up share capital, the Board of Directors has proposed increasing the authorized share capital from Rs. 1,500,000,000 (Rupees fifteen hundred million) to Rs. 3,000,000,000 (Rupees Three billion only) by creating an additional 150,000,000 ordinary shares of Rs. 10 each. This increase will require corresponding amendments to Clause V of the Memorandum of Association and Article 4 of the Articles of Association to reflect the revised capital structure. Approval of this proposal through a Special Resolution will be sought from shareholders in the AGM.

The Directors of the Company have no personal interest in the increase of authorized share capital except to the extent of their shareholding in the Company.

Item No. 6 of the Agenda

Transactions conducted with associated companies (related parties) in the normal course of business are reviewed by the Board Audit Committee and approved by the Board of Directors on a quarterly basis.

However, in the case of transactions with Atlas Foundation and AAML, a majority of the Directors have an interest in these entities. Therefore, in accordance with Section 208 of the Companies Act, 2017 and Regulation 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2019, such transactions are required to be presented to the shareholders for approval at a general meeting.

Accordingly, the following normal business transactions carried out during the year 2025 with Atlas Foundation and AAML are being submitted to the shareholders for their approval and ratification:

(Rupees in thousand)

Names of the Directors with interest as Directors in the related parties:

Mr. Iftikhar H. Shirazi, Mr. Ali H. Shirazi, Mr. Frahim Ali Khan and Mr. M. Habib-ur-Rahman, the Directors of Atlas Insurance Limited, are also Directors of Atlas Foundation and AAML.

(KHI / LHR) 111-245-000 UAN

https://ail.atlas.pk/wp-content/uploads/2026/03/AIL-AR-2025.pdf

https://ail.atlas.pk/wp-content/uploads/2026/03/AIL-AR-2025.pdf

11:00 2026 20 91

2026

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I/we of being member(s) of Atlas Insurance Limited and holder(s) of ordinary shares as per Registered Folio No. hereby appoint of

or failing him of

as my / our proxy to attend, act and vote for me / us and on my / our behalf at the 91st Annual General Meeting of the Company to be held on April 20, 2026 at 11:00 a.m. at 63/A, Block-XX, Phase III (Commercial), Khyaban-e-Iqbal, DHA, Lahore, and at every adjournment thereof.

As witness my / our hand this day of 2026.

Signature: Address:

Witness:

Signature: Address:

Notes:

1. A member entitled to attend and vote at the General Meeting of the Company is entitled to appoint proxy to attend and vote instead of him / her. No person shall act, as a proxy who is not a member of the company except that a institution may appoint a person who is not a member.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his / her constituted attorney or if such appointer is a corporation or company, under the common seal of such corporation or company.

3. The Form of proxy, duly completed, must be deposited at the Company's registered office, 63/A, Block-XX, Phase III (Commercial), Khyaban-e-Iqbal, DHA, Lahore at least 48 hours before the time of the Meeting.

Company Secretary Atlas Insurance Limited 63/A, Block-XX,

Phase III (Commercial), Khyaban-e-Iqbal, DHA, Lahore

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63/A, Block-XX, Phase III (Commercial) Khayaban-e-Iqbal, DHA, Lahore.

UAN: 111-245-000 (KHI & LHR) Tel: (92-42) 37132611-18

Fax: (92-42) 37132622

Email: info@ail.atlas.pk Website: https://www.ail.atlas.pk