Notice of Annual General Meeting

Regional Operations Centre The Avanceon Building

19 km Main Multan Road

Lahore 54660 Pakistan

04 May 2026 AVNPSXAGM24052026

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi.

Subject: Notice of the Annual General Meeting

Dear Sir,

In accordance with Clause 5.6.9 of the PSX Rule Book, please find enclosed herewith notice of the Annual General Meeting ("AGM") of Avanceon Limited (the "Company"), scheduled to be held on Saturday, 23 May 2026.

The appended notice has been duly published in newspapers namely Business Recorder [English] and 92 News [Urdu] on Saturday, 02 May 2026, at least twenty-one (21) days prior to the date of AGM.

You may please inform the TRE Certificate Holders of the Exchange accordingly. Yours Sincerely,

Faisal Nadeem Sheikh | Company Secretary

www.avanceon.ae | Enquiries: support@avanceon.ae

‌AYANCEON LIMITED

Notice is hereby given that the 23'* Annual General Meeting of Avanceon Limited "Company" will be held on Saturday, 23 May 2026 at 02:00

P.M. at The Nishat Hotel, Grand Imperial Hall, 9-A, 3" Floor Gulberg III, Mian Mehmood Ali Kasuri Road, Lahore, to transact the following business:

1. ORDINaRy BusiNzSs

   1. To confirm the minutes of the Annual General Meeting held on 30 April 2025.

      
      
      

   2. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31 December 2025 together with the Directors' and Auditors' Reports thereon and Chairman's Review Report.

      As required under section 223(6) of the Companies Act 2017 and S.R.0 No.389(1)/2023 dated 21 March 2023,FinanciaI Statements of the Company have been uploaded on the website of the Company which can be downloaded from the following weblink: https-//www avanceon ae/investor-information/

   3. To appoint Auditors of the Company and fix their remuneration. The Members are hereby notified that the Board Audit Committee and the Board of Directors have recommended the name of M/s Crowe Hussain Chaudhury & Co. Chartered Accountants for re-appointment as auditors of the Company for the year ending 31 December 2026.

   4. To consider and approve, as recommended by the Board of Directors, the payment of a final cash dividend at the rate of Rs. 1/- (10%) for the year ended 31 December 2025.

   5. Pursuant to the Securities and Exchange Commission of Pakistan Circular No. 01 of 2026 dated 08 January 2026, companies are permitted to hold the election of directors at the AGM if the election is due within thirty days after the date of the AGM. Accordingly , the company shall proceed to elect Seven (07) directors of the Company for a term of three years commencing from 29 May 2026, in accordance with the provisions of Section 159 of the Companies Act, 2017, and the Memorandum and Articles of Association. The names of retiring Directors are as under:

      1. Mr. Bakhtiar Hameed Wain

      2. Mr. Khalid Hamid Wain

      3. Mr. Amir Wain

      4. Mr. Tanveer Karamat

2. SPECIAL BUSINESS

1. 1. Mr. Mohammad Shahid Mir

   2. Ms. Faaria Rehman Salahuddin

   3. Ms. Selina Saadia Rashid Khan

2. To consider and approve, the Authorized Capital of the Company be increased from Rs. 5,000,000,000 (Rupees Five Billion only) divided into 500,000,000 (Five Hundred Million) of the nominal value of Rs.10/- (Rupees Ten each) ordinary shares to Rs. 7,500,000,000 (Rupees Seven Billion Five Hundred Million only) divided into 750,000,000 (Seven Hundred Fifty Million) of the nominal value of Rs.10/- (Rupees Ten each) ordinary shares.

   and that

   1. RESOLVED that the Clause V of the Memorandum of Association of the Company be and is hereby amended to read as foIlows:

      The authorized capital of the company is Rs. 7,500,000,000/- (Rupees Seven Billion Five Hundred Million Only) divided into 750,000,000 (Seven Hundred Fifty Million) ordinary shares of Rs. 10/- (Rupees Ten each) with the power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes in accordance with the provisions of the Companies Act, 2017.

   2. RESOLVED that the Article 5 of the Articles of Association of the Company be and is hereby amended to read as follows:

   The authorized share capital of the Company is Rs. 7,500,000,000/- (Rupees Seven Billion Five Hundred Million Only) divided into 750,000,000 (Seven Hundred Fifty Million) ordinary shares of Rs. 10/- (Rupees Ten each) with power to increase, consolidate, subdivide, cancel, reduce or otherwise reorganize the share capital of the Company subject to the provisions of Section 85 and 89 of the Act.

3. RESOLVED that, the Board of Directors of the Company hereby approves the "Long-term interest-free receivable" from Avanceon Automation & Control W.L.L. Qatar (a 49% holding with 100% controlling rights subsidiary of the Company), amounting to PKR 1,615,196,365/- (QAR 20,956,388), be and is hereby converted into equity investment as capital contribution being classified as "Investment in Subsidiary", in accordance with the provisions of Section 199(1) of the Companies Act, 2017, and all other applicable laws and regulations of Pakistan.

   FURTHER RESOLVED that, Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary of the company jointly and/or severally, to execute any document(s) and to take all actions necessary to give effect to the proposed resolutions.

   c. ANY OTHER BUSINESS:

4. To transact any other business with the permission of the Chair.

Lahore I Dated: 02 May 2026

WEBLINK FORONLINE MEETING VIA ZOOM:

By Order of the Board

Faisal Nadeem Sheikh | Company Secretary

Members are encouraged to attend the AGM through video conference facility managed by the Company, fol low the below link:

https://us06web.zoom.us/webinar/register/WN sqbUlp5ZSgm3JaJLEN8mRw

Shareholders can also provide their comments and questions for the agenda items of the AGM at the email address agm@avanceon.ae.

Guidance as how-to login on Zoom to attend the AGM link: http://www.avanceon.ae/investor-relations/

Under Section 223(6j of The Companies Act, 2017, circulation of Audited Financial Statements has been allowed to be circulated in electronic format through email. The Annual Report of the Company and the Notice of Annual General Meeting shall be circulated via email to those shareholders whose email addresses are present in the records/database of the CDC and Share Registrar. The shareholders are encouraged to send/update their email addresses on the above-mentioned link or email or postal address. The Annual Report has also been uploaded at the Company's website https://www.avanceon.ae and is readily accessible to the shareholders.

NOTES: 0 FOR ATTENDING THE SHAREHOLDERS' MEETING

1. The share transfer books of the Company will be closed and no transfer of shares will be accepted for registration from Saturday, 16 May 2026 to Saturday, 23 May 2026 (both days inclusivej. Transfer received in order at our Registrar M/S FAMCO Share Registration Services (Private) Limited, 8-F, Near Hotel Faran, Nursery, Block-6, P.E.C.H.S, Shahra-e-Faisal, Karachi by the close of business hours on Friday, 1 May 2026 will be treated to have been in time for the purposes of entitlement of dividend and to attend & vote at the meeting.

2. 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 up-loaded as per the Regulations, shall authenticate his/her identity by his/her Computerized National Identity Card (CNIC) or passport at the time of online registration/attending the meeting.

3. The shareholders registered on CDC are also requested to provide their particulars ID numbers and account numbers in CDS at t he time of online registration/attending the meeting.

4. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be provided at the time of online registration/attending the meeting.

FOR APPOINTING PROXIES:

1. A member entitled to attend and vote at this meeting shall be 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 Meeting as are available to a member. Proxies in order to be effective, must be received by the Company not less than 48 hours before the meeting. A proxy need not be a member of the company.

2. In case of individual, 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 duly completed and stamped proxy form accordingly.

3. The proxy form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

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

5. The proxy shall provide his/ her CNIC or passport at the time of online registration/attending the meetin g.

6. In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall be submitted along with proxy form to the company.

SUBMISSION OF CNIC/NTN COPY - ELECTRONIC DIVIDEND (MANDATORY):

1. In accordance with the directives of the SECP, the dividends of shareholders whose CNIC copies have not been received by the Company shall not be electronically credited until receipt thereof.

2. Accordingly, those shareholders who have not yet submitted a copy of their valid CNIC or NTN certificate, are once again requested t immediately submit the same to the Company's Share Registrar at CDC Share Registrar M/S FAMCO Share Registration Services (Private) Limited, 8-F, Near Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahra -e-Faisal, Karachi. Corporate entities are requested to provide thei National Tax Number (NTN) and Folio Number along with the authorized representative's CNIC copy.

PAYMENT OF CASH DIVIDEND THROUGH ELECTRONIC MODE (MANDATORY):

1. In accordance with the provisions of section 242 of the Companies Act 2017, a listed Company is required to pay cash dividend only through electronic mode directly in to the bank account designated by the entitled shareholders. For the convenience of shareholders, the Company's e-Dividend Mandate Form is available on the Company's website i.e. https://www.avanceon.ae. The CDC account holders must submit their information directly to their broker (participant)/Central Depository Company of Pakistan Limite d.

2. Please note that as per Section 243(3) of the Companies Act, 2017, the Company is entitled to withhold payment of dividend if the requisite information is not provided by the Shareholders.

In compliance with Section 150 read with Division I of Part III of the First Schedule of the Income Tax Ordinance, 2001 withholding tax on dividend income will be deducted for 'flier' and 'non-filer' shareholders at 15% and 30% respectively. A 'filer' is a taxpayer whose name appears in the Active Taxpayers List (ATL) issued by the FBR from time to time and a 'non-filer' is a person other than a filer. To enable the Company to withhold tax at 15% for filers, all shareholders are advised to ensure that their names appear in the latest ava ilable ATL on FBR website, otherwise tax on their cash dividend will be deducted at 30% for non-filers. Withholding tax exemption from the dividend income shall only be allowed if a copy of valid tax exemption certificate is made available to the share registrar of the Company by the first day of book closure.

Company

Name

Folio/CDS

Account No.

Total Shares

Principal Shareholder Joint Shareholder (s)

Name & CNIC No. Shareholding proportion Name & CNIC No. Shareholding proportion (No. of Shares) {No. of Shares)

The FBR has clarified that in case of joint account, each holder is to be treated individually as either a flier or non-flier and tax will be deducted on the basis of shareholding of each joint holder as may be notified by the shareholder in writing as follows, to the Company's share registrar otherwise it will be assumed that the shares are equally held by the joint shareholders:

0 CONVERSION OF PHYSICAL SHARES INTO CDC ACCOUNT

The SECP, through its letter No. CSD/ED/Misc/2016-639-640 dated 26 March 2021, has advised all listed companies to adhere to the provisions of Section 72 of the Act, which requires all companies to replace shares issued in physical form to book-entry form within four years of the promulgation of the Act. Accordingly, all Shareholders of the Company havi ng physical folios/share certificates are requested to convert their shares from physical form into book-entry form at the earliest. Shareholders may contact a PSX Member CDC Participant, or CDC Investor Account Service Provider for assistance in opening a CDS Account and subsequent conversion of the physical shares into book-entry form. Maintaining shares in book-entry form has many advantages - safe custody of shares with the CDC, avoidance of formalities required for the issuance of duplicate shares etc. The Shareholders of the Company may contact the Share Registrar of the Company, namely FAMCO Share Registration Services (Private) Limited for the conversion of physical shares into book-entry form.

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

This Statement is annexed to the Notice of the 23" Annual General Meeting of Avanceon Limited to be held on Saturday, 23 May 2026 at which certain Special Business is to be transacted. The purpose of this Statement is to set forth the material facts concerning such special business;

ITEM 6 OF AGENDA

The Board of Directors' in their meeting held on 30 April 2026 approved the increase in authorized share capital of the company to Rs. 7,500,000,000 (Rupees Seven Billion Five Hundred Million Only) divided into 750,000,000 (Seven Hundred Fifty Million) of the nominal value of Rs.10/- (Rupees Ten each) ordinary shares from Rs. 5,000,000,000 (Rupees Five Billion Only) divided into 500,000,000 (Five Hundred Million) of the nominal value of Rs.10/- (Rupees Ten each) ordinary shares. This current increase in authorized capital is approved to anticipate any increase in issue of shares as the total authorized capital of the company is 85.50% issued, paid-up and subscribed.

The Directors of the Company have no personal interest in the increase of Authorized Share Capital whether directly or indirectly except to the extent of the shareholding held by them in the Company.

ITEM 7 OF AGENDA

In order to streamline the holding structure of Avanceon group and enhance the quality and efficiency levels of all our current and upcoming projects in the Region of Qatar, the Board has decided to converted "Long-term interest-free receivable" from Avanceon Automation & Control W.L.L. Qatar (a 49% holding with 100% controlling rights subsidiary of the Company), into equity investment as capital contribution being classified as "Investment in Subsidiary".

Regulation No.

3(1)(a)

3(1)(a)(A)

(i)

(ii)

(iii)

(iv)

Regulation Disclosures for all types of investments

Regarding associated company or associated undertaking; name of associated company or associated undertaking;

basis of relationship;

earnings per share for the last three years; (Basic & Diluted)

break-up value per share, based on latest audited financial statements;

Pf0§0S8I

Avanceon Automation and Control W.L.L (Qatar)

49a lgiFlg With 100a COFltFOlliFlg FigtS

subsidiary.

2023: Rs. 4.36 m

2024: Rs. 1.66 m

2025:Rs.3.33m

The breakup value per share as per the latest available audited statement i.e., 31" December 2025 is Rs. 14.41m

(vi)

3(1)(a)(B)

(ii)

in case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information, namely, -

General disclosures: -

maximum amount of investment to be made;

purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment;

NA.

Rs. 1,61fi,196,365

The Investment will enhance the

equity investment as capital contribution in the Subsidiary Company with the amount of proposed Investment.

(vii) any other important details necessary for the members to understand the transaction;

3(1)(b) In case of equity investment

None

(i)

(ii)

(iii)

5

maximum price at which securities will be acquired;

in case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof;

maximum number of securities to be acquired;

Rs.1,615,196,365

N/A

Equivalent to the amount of Investment as per the denominations in Qatar for respelve company.

current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities

N/A (Non-Listed Company)

3(1)(c)

3(3)

0

In case of investments in the form of loans, advances, and guarantees, following disclosures in addition to those provided under clause (a) of sub-regulation (1) of regulation 3 shall be made, -

Due Diligence

Other information to be disclosed to the members

N/A

The Directors certify that the necessary Due Diligence has been done.

4(2)

In case any decision to make investment under the authority of a resolution passed pursuant to provisions of section 199 of the Act is not fully implemented in line with the approval of members till the holding

N/A.

Pursuant to requirements of Section 134(3) of the Companies Act 2017, the documents referred including this Agenda(s) and resolution(s) are available at the registered office of the Company and can be inspected during office hours.

‌AVANCEON LIMITED

223(6)

https://www.avanceon.ae/investor-information/

Company Name

Folio/CDS Account No. Total Shares

Principal Shareholder Joint Shareholder (s)

85.50

0'

84

54

9

75

23