Notice of Annual General Meeting

‌March 4, 2026

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi

Dear Sir/Madam,

We are enclosing herewith the Notice of the Annual General Meeting ("AGM") of Engro Powergen Qadirpur Limited ("the Company").

The AGM of the Company will be held on Wednesday, March 25, 2026, at 11:00 a.m. at Karachi School of Business and Leadership (KSBL) situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi-74800.

The notice may be shared with the TRE Certificate Holders of the Exchange accordingly. Sincerely Yours,

For and on behalf of

Company Secretary

Listed Companies Department, Supervision Division Securities and Exchange Commission of Pakistan NIC Building, 63 Jinnah Avenue,

Blue Area, Islamabad

Notice is hereby given that the Twentieth Annual General Meeting ("AGM") of the members of Engro Powergen Qadirpur Limited (the "Company") will be held at Karachi School of Business and Leadership (KSBL) situated at National Stadium Road, Opp. Liaquat National Hospital, Karachi - 74800 on Wednesday, March 25, 2026, at 11:00 a.m. to transact the following businesses:

1. ORDINARY BUSINESS

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

      
      
      

      As required under section 223(6) of the Companies Act, 2017 (the "Act"), Financial Statements of the Company have been uploaded on the website of the Company which can be downloaded from the following link and/or QR enabled code:

      https://www.engroenergy.com/epql/#financiacl

   2. To appoint Auditors for the year 2026 and fix their remuneration.

   3. To declare and approve, as recommended by the Directors, the payment of final cash dividend at the rate of PKR. 1.25 per share i.e. 12.5% for the year ended December 31, 2025. This is in addition to interim cash dividends of PKR 10.50 per share i.e. 105%.

Dated: March 04, 2026 Karachi

Company Secretary

1. Prohibition on grant of gifts to Shareholders

   In accordance with Circular No. 2 of 2018 read with SRO 452(I) of 2025 issued by the Securities and Exchange Commission of Pakistan (the "SECP"), companies are strictly prohibited from offering gifts or incentives, to shareholders at general meetings. Under Section 185 of the Act, any violation of this directive is considered an offense, and companies failing to comply may face penalties. Hence, no gifts in any form will be distributed at the meeting.

2. Participation in the AGM proceeding via video conferencing facility

   Members are encouraged to attend the AGM via video-conferencing facility, which shall be made available by the Company.

   All Shareholders interested in attending the AGM, through video-conferencing are requested to register their Name, Folio Number, Cell Number, CNIC / Passport number at https://forms. office.com/r/sBaaCZBBVL. Confirmation email for video link and login credentials will be shared with only those Shareholders whose registration is received at least 48 hours before the time of AGM. Shareholders can also provide their comments and questions for the agenda items of the AGM at the email address agm.epql@engro.com.

3. Electronic transmission of Annual Report 2025

   In compliance with section 223(6) of the Act, the Company has transmitted the Annual Report 2025 electronically via email to Shareholders whose email addresses are available with the Company's Share Registrar, M/s. FAMCO Share Registration Services (Private) Limited (the 'Share Registrar'). For shareholders whose email addresses are not available, printed notices of AGM along with the weblink and QR code for downloading the Annual Report have been dispatched. Furthermore, the Company shall provide hard copies of the Annual Report, free of cost to any member upon request, at their registered address, within one week of receiving such request.

4. The Share Transfer Book of the Company will be closed from Thursday, March 19, 2026 to Wednesday, March 25, 2026 (both days inclusive). Transfers received in order at the office of the Share Registrar, 8-F, Near Hotel Faran, Block 6, P.E.C.H.S. Shahrah-e-Faisal, Karachi, PABX No. (+92-21) 34380101-5 and email: info.shares@famcosrs.com by the close of business (3:00 p.m.) on Wednesday, March 18, 2026 will be treated in time for determining entitlement of final cash dividend, and to attend and vote at the meeting.

5. Requirements for appointing Proxies

   A Member entitled to attend and vote at the AGM shall be entitled to appoint a proxy to attend, speak and vote on their behalf. The proxy shall have the same rights as the Member. Proxy forms must be received by the Company at least 48 hours before the meeting. The proxy does not need to be a member of the Company.

   1. In case of individuals, the account holder or sub-account holder whose registration details are uploaded as per the Central Depository Company of Pakistan Limited Regulations, shall submit the proxy form as per the above requirement.

   2. The proxy form shall be witnessed by two male persons whose names, addresses and CNIC

      numbers shall be mentioned on the form.

   3. Attested copies of the valid CNICs or the passports of the beneficial owner(s) and the proxy shall be furnished with the proxy form.

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

      AGM.

   5. In case of a corporate entity, the Board of Directors' resolution / power of attorney, with specimen signature of the nominee, shall be submitted to the Company along with the proxy form unless the same has been provided earlier.

6. Electronic dividend mandate

   Under Section 242 of the Act, it is mandatory for all listed companies to pay cash dividend to its Shareholders through electronic mode directly into the bank account designated by the entitled Shareholders.

   To receive dividend directly into their bank account, Shareholders are requested (if not already provided) to fill in the Shareholder Information Form for Electronic Credit of Cash Dividend available on the Company's website at https://www.engroenergy.com/engro-powergen-qadirpur-limited/ and send it duly signed along with a copy of valid CNIC to the Share Registrar, in case of physical shares.

   In case of shares held in CDC, Electronic Dividend Mandate Form must be directly submitted to Shareholder's brokers / participant / CDC account services.

   In case of non-receipt of information, the Company will be constrained to withhold payment of dividend to Shareholders.

7. 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 as per applicable law. Withholding tax exemption from the dividend income shall only be allowed if a copy of a valid tax exemption certificate is made available to the Share Registrar of the Company by the first day of book closure.

   According to the FBR, withholding tax in the case of joint accounts will be determined separately based on the "Filer/ Non-Filer" status of the principal shareholder as well as the status of the joint holder(s) based on their shareholding proportions. Members that hold shares with joint shareholders are requested to provide the shareholding proportions of the principal shareholder and the joint holder(s) in respect of shares held by them to our Share Registrar, in writing. In case the required information is not provided to our Registrar it will be assumed that the shares are held in equal proportion by the principal shareholder and the joint holder(s).

8. In order to claim exemption from compulsory deduction of Zakat, Shareholders are requested to submit a notarized copy of Zakat Declaration Form "CZ-50" on NJSP of Rs.200/- to the Share Registrar of the Company by first day of book closure. In case shares are held in scripless form such Zakat Declaration Form (CZ -50) must be uploaded in the CDC account of the Shareholder, through their participant / Investor Account Services.

   Further, Non-Muslim Shareholders are also required to file Solemn Affirmation (available on https://famcosrs.com/downloads/) with the Share Registrar of the Company in case of shares are held in physical certificates or with CDC Participant / Investor Account Services in case shares are in scripless form. No exemption from deduction of zakat will be allowed unless the above documents complete in all respects have been made available as above.

9. Submission of valid CNIC (Mandatory)

   As per SECP directives, the dividend of Shareholders, whose valid CNICs are not available with the Share Registrar, may be withheld. All Shareholders having physical shareholding are therefore advised to submit a photocopy of their valid CNICs immediately, if already not provided, to the Share Registrar without any further delay.

10. Unclaimed Dividend

    As per the provision of Section 244 of the Act, any shares issued, or dividend declared that remain unclaimed or unpaid for a period of three years from the date on which it was due and payable are required to be deposited with SECP to the credit of Federal Government after issuance of notices to the Shareholders to file their claim. The details of such unclaimed shares and dividends have been communicated to shareholders.

    Shareholders are requested to lodge their claims promptly; failing which, after public notice, the Company will deposit the unclaimed amounts and shares with the Federal Government as required under Section 244(2) of the Act.

11. Conversion of Physical Shares into CDC Account

The SECP, through its letter No. CSD/ED/Misc/2016-639-640 dated March 26, 2021, has advised all listed companies to adhere to the provisions of Section 72 of the Act, which requires all companies to replace physical shares with book-entry form.

Shareholders holding physical share certificates are requested to convert their shares from physical form into book-entry form at the earliest by opening a CDS account through a PSX Member, CDC Participant, or CDC Investor Account Service Provider. This conversion ensures safe custody of shares with the CDC and eliminates formalities for duplicate issuance. For assistance, Shareholders may contact the Company's Share Registrar.

Proxy Form

I / We of being a member of ENGRO POWERGEN QADIRPUR LIMITED and holder of

(Number of Shares)

Ordinary Shares as per share Register Folio No. and/ or CDC Participant I.D. No. and Sub Account No. , hereby appoint of or failing him / her

of as my proxy to vote for me / us and on my / our behalf at the Annual General Meeting of the Company to be held on the 25th day of March, 2026 and at any adjournment thereof.

Signed this day of 2026. WITNESSES:

1. Signature: Name: Address:

   CNIC No :

   Or Passport No :

2. Signature: Name: Address:

Signature

Signature should agree with the specimen registered with the Company

CNIC No :

Or Passport No :

Proxies in order to be effective, must be received by the Company not less than 48 hours before the meeting. A Proxy holder may not need to be a member of the Company.

CDC Shareholders and their proxies are each requested to attach an attested photocopy of their Computerized National Identity Card or Passport with this proxy form before submission to the Company.

روا،�ر��� ����� ��ر�رد��رو�و�ا�

روا�����س�ا����ف�یر�/ی�ں���ت��ا�ر�T

éć���T 2026،چرκ25�ر���دٹوو

۔�یرو�ť�L