Notice of extraordinary general meeting (election of directors)

PAKISTAN

Lakson Square, Building No. 2, Sarwar Shaheed Road, Karachi-74200 Telephone : 3840 0000

Fax : 92-21-3568 4712

Website : https://www.colgate.com.pk

10 February 2t)26

The C›erieral Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi.

Dear Sir,

NOTICE OF EXTRAORDINARY ti LNLRAL MEF.TING (ELECTION OF DI RECTORS)

We enclose a copy of the Notice of Fxtra(Ordinary General Meeting (Election of' Directors) to be piiblishcd in thc ncwspapcrs for your information and record.

K indly acknowledge.

Yours faithfully,'

For COL€)A3" .-PALMOLIVE (PAKISTAA') LIMITED (MANSOOMAHMED)

Enc1.: As above

Lakson Square, Building No.2, Sarwar Shaheed Road, Karachi-74200.

JNOTICE OF EXTRAORDINA RY GENERAL iME E'PINC

NOTICE IS HEREBY GIVb:N that an Extraordinary General Meeting (EOGM) of Colgate-Palmolive (Pakistan) Limited will be held on Tues‹lny, March 10, 2026 at 03:00p.m, at ICAP Auditorium, Chartered Accountants Avenue, Block 8, Clilton, Karachi as well as through electronic means/video link facilily to transact the following business:

To elect Eight (8) Directors of the Coiripany, as fixed by the Board pursuant to Section 159(1) of the Companies Act, 2017, for a term of three (3) years commencing from March 10, 2026 in acoordancc with Section 159 of the Companies Act, 2017.

Thc following Directors are retiring and are eligible for re-election:

1. Mr. Iqbal Ali Lakhani

2. Mr. Zulfiqar Ali Lakliani

3. Mr. Amin Mohammed 1 akhani

4. Mr. Kamran Yousuf Mirza

5. Mr. Syed Shahid Ali i3ukhari

6. Ms. Danish Zuberi

7. Mr. Peter John Graylin

8. Ms. Xuan Dai

Karach i: February 10, 2026

By Order of the Board

(MANSOOR AHMEEi)

Company Secretary

The Shnre transfer books of the Company shall remain closed from March 03, 2026 io March 10, Z026 (both days inclusive). Transfers received in order by the Shares Registrar of the Company, JVi/s. FAMCO Share Registration Services (Private) Limited, 8-F, near Hotel Faran, Nursery, Block-6, P.E.C.IN.S., Shahra-e-Faisal, Karachi up to the close of business on March 02, 2026 will be treated in time for the purpose of attending lhc EOGM.

1. Participation in the EOGM via physical presence or through video conferencing

   1. A member, who has deposited his/her shares into Central Depository Company of Pakistan limited, must bring his/her participant's ID number and CDC account/sub-account number along with original Computerized National Identity Csrd (CNIC) r›r original Passport at the time of attendittg the meeting.

   2. Participation in the EOGivi proceedings viaphysical presence or through vidgo link facility: The arrangement for attending the EOGM through electronic means will be as under:

1. To raciTitatc our member who want to attend EOGM through the Zoom application - a video Iink facility will be provided.

2. Shareholders interested in attending ihe EOGM through the Zoom application are hereby requested u› get themselves registered with the Company Secretary's oftice by providing the following details at the car]icsi but not later than 24 hours before the time of EOGM (i.e., 6efore 03: 00 p.m. on Mercli 09, 2026) through following means:

   1. Mobile/WhatsApp: 0315 5008228

   2. E-mail: mansoorJlakson.com.pli

Shareholders are advised to mention Name, CNJC Number, Folio/CDC Account Number, cell number and emnil ID for

id»tirication

Upon receipt of the above informati‹in from the interested shareholders, the Company will send the login credentials at their email address. On thc date or' EOGM, shareholders will be able to login and participate in the EOGM proceedings through their smartphone/computer devices.

Shareholders can also provide their commcnts/soggcstions for the proposed agenda item of the EOGM by using• the aforesaid

Election ofDirectors

The term ofofTice of the current diroc!ors of the Cumypny will expire on March IU, 2026. In accordancc with Section 159( I) of the Act. the Board ct Diruutors has fixed tile number of dircctors to he elected at the EOGM at Eigltt (08) to hold the office uf director f‹›r a period of tTirce (3) years commencing from March 10, 202a.

Independent directors shall be selected in accordance with the provisions ot the Act, the Listed Companies (Code of Corporate Governance) Regulations, 20 19 and the Companies (Manner and Selection of Independent Direclors) Regulations, 2018.

Any person who seek.s to contest thc election, whether he/she is aretiring direclor or otheru'ise, shall file the following documents with the Company Secretary, at the Registered Office of the Company, situated at Lakson Squerc, Building No.2, Sarwar Shaheed Road, Karachi riot later than 14 days before the dste of thc Extraordinary General Meeting.

1. Notice of his/iier intention to contest for the election to the ol'fice of Director in terms of Section 159(3) of Uie Companies Act,

2. Lonscnt to Acr as Director (Appendix to Form-9), as yrescribcd under r.he CoiTipaiJ ies Regulations, 2024 nnd Section T67( I ) of the

   ñnnpanies Act, 201 ?.

3. A detailed profile alone with his/her mmce address.

it} declaration in respect of bting compliant with the requirements of the Listed Coirlpanies (Code of Corporale Governance) Reguiatioris, 2019 and the eligibility criteria, as set out in Section 153 of the Companies Ac( 2017 to act as direut0r or an independent dimclor of a listed coiripany.

Attested copy of valid CNIC and NTN

II lndependent Oirector(s) will he erected through the process of eleclion of directors in terms of Section J59 of the Act and they shalt meet the criteria laid down in Section 166 of the Act, and the Companies (Manner and Selection of Independent Directors) Regulations, 2018, accordingly the following additional documents are to be submitted by the candidates intending to contest election of directors as an independent director:

• Declaration by Independent Director(s) under Clause 6(3) of the Listed Companies (Code ofCorporate Governance) Regulations, 2019;

• Undertaking on non-judicial stamp paper that he/she meets the requirements of sub-regulation (I ) of Regutatinn 4 of the Companies (Manner and Selection of Independent Directors) Re•gulations, 20 i8.

The final I ist of oootesting directors will be circulated not laier than seven days before tire dare txt said meeting, in terms of section

159(4). Furiher, the website of the Company will also be updated with the required information.

1. Requirements for zppointing Proxies

   1. A member entitled to attend and vote at the EOGM may appoint another member as hislher proxy to attend, sptak and vote instead of him/her, and a proxy so appointed shall have such rights, as respects attending, speaking and voting at the greeting as are available to a member, A proxy must be a member of the Company.

   2. Form ofproxy, in order to be valid must beproperly filled-in/executed and received at the registered office ofthe Company situated at Lakson Square, Building No.2, Sarwar Shahid Road, Karachi not later than 48 hoors before the timn of the meeting excluding holidays.

   3. The proxy form shall be witnessed by two persons whose names, addresses and CMC num6ers shail be mentioned on the form.

   4. Copies of CNIC or the valid passport of the beneficial owners and the proxy shatl bc iiimi.shed along with the proxy form,

   5. The proxy shall produce his original CNIC or original valid passport at the time of the Meeting.

      t ln the case of n corporate entity, the Board ofDirectors' rtsoluiion / Power of Attorney with specimen signature shall be submitted (unless it has been provided earlier) along with pr‹ixy form lo the Company.

2. Updstion of eharcholder addresses/other pitrticu]srs -

   Members tnlding shares inphysical form are requested to promptly notity the She Registro o1' the Company of any change in their addresses or any other particulars. Shareholders maintaining their shares in electronic form shoutd have their address updated with their participant or CDC Investor Accoiints Service.

   Further, io coinply with equirements of Section 119 of the Companies Act, 2017 and Regulation 47 of the Companies Regulations, 2024, all CDC and physical shareholders are requested to ensure ihat their email address and cell phone numbers are incorporated / updated in their physical folio or CDC account.

3. Conversion of Physical Sharet into Book Entry Form

The Securities and Exchange Commission ofPakistan vide its ietler No. CSD/ED/Misc/20I6-639-640 dated March 26, 2021 was advised all listed companies to adhere to the provision of Scction 72 of the Companies Act, 2017, which requires all companies to convert shares issued in physical form into book-entry form.

Accordingly, you are requested to convert your shares ffom physical into book-entry form at ihe earliest. Mainlaining• shares in book-eitry form has many advantages: safe custody of shares in digjtal form with CDC,'avoidance of formalities required for tbt issuance of duplicate shares and readily available for sale and purchase in open market at betier rates.

The shareholders may contact their Broker, CDC Panicipant or CDC Investor Account Servlet Provider for assistance in opening a CDS Account and subsequent conversion of the physical shares into book-entry form.

Shareholders requiring shareholding information and guidance on conversion may contact the Share Registrar and Transfer Agent of the Company, namely FAMCO Share Registration Services (Pvt.) limited at the address given above for the conversion of physical shares into book-entry form.

An updated I ist of unctaimed dividend/shares of' the Company is available on the Company's website vnvtv coleate com nk.These arc unclaimed dividends/shares which have remained unclaimed or unpaid for a period of three years from the date these have become due and payable. Claims can be lodged by shareholders on Claim Forms as are available on the Company's website. Claims Forms must be submitted to the Corripany's Shares Registrar for receipt of dividends/shares.

1. Procedure For E-Volt eg and Voting through Postal Ballot

   In accordance with the Companies (Postal Ballot) Regulation, 2018, the right to vote through electronic voting facilily will be provided if the number of persons who offer themselves to be electéd is more than the number of directors fixed nuder Section t59(I ) of lhc Companies Act, 2017.

   Details ofe-voting facility will be shared through o-mail with those niem6ers of the Company who have their volid CNIC numbers, Cell Numbers and e-mail addresses available in the register ofMembers of the Company within due course.

   E-Yoting lines svill stan from March 03, 2D26, 03:00 p.m. and Shall close on March 09, 2026 at 05:00 p.m. Members can casl their votus any time in this period. once the vote is cast by a member, he / she shall not be allowed to change it subsequently.

   The member may alternatively opt for voting through postal ballot w1›ich will be circulated ie lhem, The postal ballot paper will also be available for download from the website of the Company at www.coTgate.com.rk.

   The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC), should reach ihe Chairman of the meeting through post on the Company's registered address at Lnkson Square, building No. 2, Saru'ar Shaheed Road, Karachi or email at chairmanNcoleate.com.pk one day before EOGM i.e., on March 09, 2026 by Of:00 p.rn.

   A postal ballot received after this fimc/date shai i not be considered for voting. The signature on the ballot paper shall match the signalure on LNlC.

   Once the vote is cast by a mciilber/proxy holder, he/she shall not be allowed to change it subsequently.

   
   
   

   Members who have not exercised iheir right to vote earlier may cast their vote inperson at the venue on the day of the Meeting through a ballot provjded at the venut.

   Please note that in case of any ‹dispute in voting including the casting ofmore than one vote, the decision of the Chairman of the meeting shall be final.

2. Submission of copies of CNIC not provided earlier

Non-MDC Individual Shareholders are once again reminded to submit a copy of their valid CNIC to the Shares Registrar, of the Company, FAMCO Share Registration Services (Private) Limited, if not provided earlier and in case ofCDC IAS or Participant Account folders, please submit copy ofCHIC to CDC IAS or relevant participant.

10 Appointment of Scrutinizer

In accordance with the regulation 11 of the Companies (Postal Ballot) Regulation, 2018 (tire Regulation), the Board of the Company has appointed M/s. BDO Ebrahim & Co., a QCF rated audii riInn, to act as scrutinizer of the Company for election of Directors in the meeting aild to underlake other responsibilities as defined in regulation I lA of the Regulations.

1. Restriction on Dictributioe of Cifts to Members

   The SECP, vide Circular No. 2 of 2018 dated February 9, 2018, and S.R.O. 452(1)/2025 dated March 17, 2023, has strictly prohibited companies from offering or distributing gifts, incentives, or any similar benefits (including but not limited to tokens, coupons, meals, or takeaway packages) to Members at or in connection with general meetings. In accordance with Section 185 of the Companies Act, 2017, any non-compliance' with these directives constitutes a punishable offence, and companies found in violation may be subject to enforcement actisns and penalties.

2. Statement under Secti n 134 of the Companies Act, 2017 is as under:

The Company is requimd to have independent directors on its Board in accordance with tire requirements of the listed Companies (Code of Corporate Ciovemaoce) Regulations, 2019. The Company shatl ensure that its election of independent directors comply with the requirements of Sections 159 and I 66(2) of the Companies Act, 2017.

Core competencies, diversity, skill set, knowledge and experience of the election contestants shall also be considered during the finalization of independent Directors.

The present Director Of the Company have no interest in the above 6usiness except being eligible for re-election as Director of the Company.

Form of Proxy is being dispatched to the members alongwith the notice and also available on the Company's website: www collate.com.pk.