Notice of Extra-Ordinary General Meeting

Notice is hereby given that the Extra-Ordinary General Meeting ("EOGM") of the Shareholders of United Bank Limited (the "Bank" or "UBL") will be held on Monday, August 24, 2026 at 3:00 p.m. at Islamabad Serena Hotel, Islamabad to transact the following business:          

Ordinary Business:

1.   To confirm the minutes of 67^th Annual General Meeting (AGM) held on March 26, 2026.

Special Business:

2.   Investment in Khushhali Microfinance Bank Limited pursuant to section 199 of the Companies Act, 2017

To consider and, if thought fit, to pass the following Special Resolutions, with or without amendments, modifications and/or alterations in connection with the proposed investment by UBL in Khushhali Microfinance Bank Limited pursuant to section 199 of the Companies Act, 2017 read with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

i. RESOLVED THAT, as recommended by the Board of Directors, pursuant to section 199 of the Companies Act, 2017 (the "Act") and subject to Khushhali Microfinance Bank Limited proceeding with the Rights Issue at Discount (defined below) and receipt of all requisite regulatory approvals, consent and approval be and is hereby accorded for United Bank Limited ("UBL" / the "Bank") to make further equity investment in Khushhali Microfinance Bank Limited ("KMBL") of up to PKR 22 billion, which may increase its aggregate shareholding in KMBL accordingly ("Proposed Equity Investment"), by way of:

a.   Subscription of the Bank's proportionate entitlement pursuant to KMBL's further issue of ordinary shares through a rights issue to its existing shareholders, at the ratio of approx. 51.166 new ordinary shares of KMBL having a face value of PKR 10/- (Pakistani Rupees Ten Only) per share for every one (1) existing ordinary share held, at a subscription price of PKR 2 per share (face value PKR 10), representing a discount of PKR 8 per share ("Rights Issue at Discount") on the terms to be notified by KMBL in the formal rights offer documentation.

b.   Subscription of all unsubscribed shares under KMBL's Rights Issue at Discount in the Bank's capacity as underwriter at the applicable discounted price and subject to the terms and conditions agreed as part of the underwriting agreement to be entered into with KMBL.

c.   Acquisition of additional shares through one or more transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the Authorised Person(s)of the Bank.

ii.  FURTHER RESOLVED THAT, any two of the President & CEO, Chief Financial Officer, Company Secretary and Chief Strategy Officer of United Bank Limited ("Authorised Person(s)") be and are hereby jointly  authorized  to take and do, and/or cause to be taken or done, any/all necessary actions, deeds and things which are or may be necessary for giving effect to the aforesaid resolution and to do all acts, matters, deeds, and things which are necessary, incidental and/or consequential to the Proposed Equity Investment as above, as and when required at the time of investment, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto.

iii. FURTHER RESOLVED THAT all acts and deeds done and actions taken by the Authorised Person(s) pursuant to the above resolution for and on behalf of and in the name of the Bank shall be binding acts, deeds and things done by the Bank.

iv. FURTHER RESOLVED THAT, any amendments, modifications, additions or deletions as may be required, directed or advised by the SBP, SECP or CCP or any other regulatory authority shall be deemed to be incorporated in the aforesaid resolutions without the need to obtain fresh approval from the board of directors or the shareholders, and the aforementioned Authorized Person(s) be and are hereby authorized to make and effect such amendments accordingly.

Attached to the Notice is the Statement of Material Facts as required under section 134(3) of the Companies Act, 2017.

By the order of the Board

              Sd/-

      Shoukat Ali

  Company Secretary

Karachi, August 01, 2026

Notes

1.   The Share Transfer Books of the Bank shall remain closed from Tuesday, August 18, 2026 to Monday, August 24, 2026 (both days inclusive). Transfers received at M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan, the Registrar and Share Transfer Agent of the Bank, by close of the business on Monday, August 17, 2026 will be treated in time for the purpose of attending this EOGM.

2.   A member entitled to attend and vote at this EOGM is entitled to appoint a person as a proxy to attend and vote for and on his/her behalf. A proxy need not be a member. The instrument appointing a proxy and the power of attorney/Board Resolution or other authority (if any) under which it is signed or a notarized certified copy of the power or authority shall be deposited at the office of M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, the Registrar and Share Transfer Agent of the Bank, not later than forty-eight (48) hours before the time of holding the EOGM, and must be duly stamped, signed and witnessed.

3.   The CDC Account Holders and Sub-Account Holders, whose registration details are available in the Share Book Details Report, shall be required to produce their respective original Computerized National Identity Card (CNIC) or original Passport at the time of attending the EOGM to facilitate identification. Such Account Holders and Sub-Account Holders should also bring / know their respective participation I.D. No. and the CDC Account No. and in case of proxy, he/she must enclose an attested copy of his/her CNIC or Passport. Representative(s) of corporate member(s) should bring attested copy of Board Resolution / Power of Attorney and/ or all such documents that are required for such purpose under Circular No. 1 dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan ("SECP").

4.   Participation of Shareholders through Online Facility:

To facilitate the shareholders, UBL will also be providing the online platform / facility to participate in the EOGM through webinar/webex/zoom.

The shareholders will be able to login and participate in the EOGM proceedings through their smart phones or computer devices after completing all the formalities required for the verification and identification of the shareholders.

The login facility will be opened at 2:30 p.m. on August 24, 2026 enabling the participants to join the proceedings which will start at 3:00 p.m. sharp.

The shareholders interested in attending the EOGM of UBL through online facility are requested to get themselves registered with the Company Secretary at least 24 hours before the time of EOGM at the following e-mail address:

Email address:     [email protected]

The shareholders are requested to provide the information as per the below format. The related link to the webinar/webex/zoom will be sent on the provided email address accordingly after verification of the particulars of the shareholders:

5.   Consent for Video Link Facility:

Members can attend and participate in the EOGM through video-link. The Bank will provide the facility of video-link on demand of members residing in a city, collectively holding 10% or more shareholding in the Bank. Members who wish to avail this facility are requested to fill the below Video Link Form and submit it to the Bank at its registered office at least seven (7) days prior to date of the EOGM.

The Bank will intimate members regarding venue of video-link facility at least five (5) days before the date of the EOGM along with complete information necessary to enable them to gain access to such facility.

6.   E-Voting:

The members of UBL are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018, as amended from time to time, 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 UBL will be allowed to exercise their right to vote through electronic voting facility and voting by post for the special business in its EOGM to be held on Monday, August 24, 2026 at 3:00 p.m., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, ballot paper is annexed to this notice and the same is also available on the Bank's website at https://ubldigital.com/Investor-Relations/Stock-Information

Procedure for E - Voting:

(a)      Details of the e-voting facility will be shared through an e-mail with those members of the Bank who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Bank by close of business of Monday, August 17, 2026.   

(b)     The web address and login details will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of THK Associates (Pvt.) Limited (being the e-voting service provider).

(c)      Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.

(d)     E-Voting lines will start from Friday August 21, 2026, 09:00 a.m. and shall close on Sunday August 23, 2026 at 5:00 p.m. Members can cast their votes any time during the said timelines. 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 13^th Floor UBL Building, Jinnah Avenue, Blue Area, Islamabad or email at [email protected] before 5:00 p.m. on Sunday, August 23, 2026. The signature on the ballot paper shall match with the signature on CNIC.

7.   Appointment of Scrutinizer:

The Bank has appointed M/s. MAZARS M.F. & Co Chartered Accountants, having its registered office at 44-C, 3^rd Floor, Badar Commercial Street 10, Phase-V Ext, DHA, Karachi, as Scrutinizer in compliance with regulation 11 of the Companies (Postal Ballot) Regulations, 2018. M/s. MAZARS M.F. & Company is a renowned firm of Chartered Accountants which has extensive experience in managing the voting process in terms of above regulations.

8.   Prohibition on distribution of Gifts and Conduct:

In terms of the requirements of Section 185 of the Companies Act, 2017, the distribution of gifts in any form to members at the General Meeting is prohibited by the Securities and Exchange Commission of Pakistan. Any contravention or default in complying with this requirement may constitute an offence and shall be liable to a penalty under the Act. Shareholders are, therefore, requested not to demand or insist upon the receipt of any gift.

This disclosure is being made in accordance with the requirements of the S.R.O.452/(I)/2025 dated March 17, 2025.

Shareholders are also requested to observe the conduct referred in sub-regulation (2) of Regulation 55 of the Companies Regulations, 2024 while attending the EOGM.

9.   Provision of Valid CNIC Copy (Mandatory)

As per the regulatory requirements issued by the Securities & Exchange Commission of Pakistan ("SECP"), the payment of cash dividend shall only be made to the Shareholders who have provided copies of their valid CNIC/ NICOP/ Passport (in the case of Individuals) and NTN certificate (in the case of corporate entities) and valid details of designated International Bank Account Number ("IBAN"). In case of non-availability of the said information, the Bank will hold the payment of cash dividend. Therefore, shareholders who have not yet provided the required information are requested to provide copies of their valid CNIC/NICOP/NTN/Passport and details of valid IBAN.

The members are requested to submit a copy of their valid CNIC/NTN/Passport Number within ten (10) days from the date of this Notice to the Bank's Registrar and Share Transfer Agent. In case you have already provided copy of your valid CNIC, please ignore this instruction.

The members are also requested to timely notify any change in their addresses and provide copies of their CNIC /NTN (if not provided earlier) to Bank's Registrar / Share Transfer Agent, M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500.

10. Conversion of Physical Shares into Book Entry Form:

In accordance with Sub Section 2 of Section 72 of the Companies Act, 2017, Companies are required "to replace its physical shares with book entry form" in the manner specified by the Commission

To enable compliance with the aforementioned requirement, we request the shareholders to kindly convert shares held by them in Physical Form into Book Entry Form as soon as possible. The shareholders may contact a Broker, a PSX Member, CDC Participant or CDC Investor Account Service to obtain assistance for opening a CDS Account and subsequent conversion of the physical shares into Book Entry Form.

For any query, the members may contact UBL's Share Registrar and Share Transfer Agent, at the following address, phone/fax numbers or e-mail address:

      THK Associates (Pvt.) Limited

      Plot No. 32-C, Jami Commercial Street 2, D.H.A.,

      Phase VII, Karachi-75500

      UAN:  021-111-000-322

      Direct: 021- 35310187

      Fax: 021-35310190

      Email: [email protected] 

      Web: www.thk.com.pk

11. Unclaimed Dividend and Bonus Shares:

Shareholders, who for any reason, could not claim their dividends or bonus shares or did not collect their physical shares, if any, are advised to contact our Share Registrar to collect/enquire about their unclaimed dividends or pending shares, if any.

Statement of Material Facts Under Section 134(3) of the Companies Act, 2017, relating to the Special Business:

This statement sets out the material facts pertaining to the special business to be transacted at the Extra-Ordinary General Meeting (EOGM) of United Bank Limited ("the Bank" & "UBL") to be held on Monday, August 24, 2026 at 3:00 p.m.

Agenda Item: To approve further equity investment by UBL in Khushhali Microfinance Bank Limited under section 199 of the Companies Act, 2017 read with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017

United Bank Limited ("UBL" / the "Bank") is currently the largest shareholder in Khushhali Microfinance Bank Limited ("KMBL"), holding approximately 27.8% of its shareholding. 

KMBL has incurred losses in recent years, resulting in significant erosion of its capital base and negative shareholders' equity of approximately Rs. (16,154) million as of December 31, 2025. It is therefore presently non-compliant with the minimum capital requirements prescribed by the State Bank of Pakistan ("SBP") for microfinance banks. In this regard, SBP has directed KMBL to take all requisite actions to address its capital shortfall and restore compliance with regulatory capital requirements.  

In light of SBP instructions, KMBL has, with the approval of its Board of Directors and shareholders, initiated further issue of ordinary shares through a rights issue to its existing shareholders, at the ratio approx. 51.166 new ordinary shares of KMBL having a face value of PKR 10/- (Pakistani Rupees Ten Only) per share for every one (1) existing ordinary share held, at a price of PKR 2 per share (face value PKR 10), representing a discount of PKR 8 per share ("Rights Issue at Discount"), subject to receipt of the requisite regulatory approvals (including from the Securities and Exchange Commission of Pakistan, which is currently pending).

KMBL has requested UBL, being one of its major shareholders, to support its recapitalization efforts and ensure successful completion of the capital raising by acting as underwriter for the Rights Issue at Discount.

The Board of Directors of UBL in their 262^nd meeting held on July 22, 2026, have:

(i)         approved the Bank's entering into the underwriting arrangement with KMBL in connection with KMBL's Rights Issue at Discount, on an arms-length basis and on such terms and conditions as may be determined by the management.

(ii)        approved and recommended, subject to receipt / maintenance of all requisite shareholder and regulatory approvals, consents, permissions and no-objections as may be required under applicable law, further equity investment by UBL in KMBL of up to PKR 22 billion such that its aggregate shareholding in KMBL may increase accordingly ("Proposed Equity Investment"), by way of:

a.   Subscription of the Bank's proportionate entitlement under KMBL's Rights Issue at Discount at the applicable discounted issue price and on the terms to be notified by KMBL in the formal rights offer documentation;

b.   Subscription of all unsubscribed shares in the Bank's capacity as underwriter at the applicable discounted price and subject to the terms and conditions agreed with KMBL as part of the underwriting arrangement; and

c.   Acquisition of additional shares of KMBL through one or more transaction(s) or arrangement(s) on terms and conditions as may be negotiated and finalized by the management.

(iii)       approved and authorized the execution of the due diligence report prepared in connection with the Proposed Equity Investment, the duly signed recommendations of which are to be among the materials made available for inspection at this EOGM.

UBL's investment would help strengthen the financials of KMBL and help in stability of financial markets of Pakistan.

Pursuant to the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017, the relevant particulars of the proposed investment are set out below.