Notice of Extra Ordinary General Meeting

Notice of Extra Ordinary General Meeting (EOGM)

Notice is hereby given that the Extra Ordinary General Meeting of the Shareholders of United Bank Limited (the "Bank" or "UBL") will be held on Friday, 06 August 2021 at 11:00 a.m. at registered office, UBL Building, Jinnah Avenue, Islamabad to transact the following business:

Ordinary Business:

1.   To confirm the minutes of the 62^nd Annual General Meeting held on 31 March 2021.

Special Business:

2.   To consider and, if thought fit, pass the following resolutions as Special Resolutions with or without any amendments, modification and/or alterations.

"RESOLVED that the voluntary winding up of UBL Switzerland AG [a limited liability company incorporated in Switzerland] - a wholly owned subsidiary of United Bank Limited, be and is hereby approved.

FURTHER RESOLVED that the President & CEO of United Bank Limited be and is hereby authorized to take all steps and action to give effect to the above resolution and to this effect to nominate/ authorize any committee and/ or person(s) or consultant(s) to fulfil the formalities, collect and submit documents to the regulatory or other concerned bodies in Pakistan and Switzerland for the purpose of winding up of UBL Switzerland AG."

3.   To transact any other business with the permission of the Chairman

By order of the Board

           Sd/-

Aqeel Ahmed Nasir

Company Secretary &

Chief Legal Counsel

Karachi, 16 July 2021

Statement of Material Facts covering the above mentioned Special Business, as required under Section 134(3) of the Companies Act, 2017 has been circulated to the shareholders along with the Notice of Extra Ordinary General Meeting.

Notes:

1.   The Share Transfer Books of the Bank shall remain closed from 30 July 2021 to 06 August 2021 (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 the close of the business on 29 July 2021 will be treated in time for the entitlement to attend the EOGM of UBL.

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:

In view of the SECP's instructions due to Corona Virus Pandemic, the shareholders are encouraged to participate in the EOGM through online platform / facility being provided in the shape of webinar/webex/zoom.

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

The login facility will be opened at 10:30 a.m. on 06 August, 2021 enabling the participants to join the proceedings which will start at 11:00 a.m. sharp  

The shareholders interested in attending the EOGM of UBL through webinar/webex/zoom 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 link to the webinar/webex/zoom will be sent to the shareholders on the email address provided in the below table:

The shareholders are also encouraged to send their comments and suggestions, if any, related to the agenda items of the EOGM, to the Company Secretary at the above mentioned email address.

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 Company 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 access such facility.

6.   Urgent Provision of Valid CNIC Copy (Mandatory) 

In pursuance with the SECP's Notification No. SRO.831 (I)/2012 of July 05, 2012, SECP has directed all listed companies to mention CNIC numbers of the registered members. Corporate entities are requested to provide NTNs. Please note that in case of non-availability of valid copy of CNIC in respect of members having physical shareholding, their dividends could be withheld.

You are therefore requested to submit a copy of your 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.

Members are 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.

7.   Submission of Bank Mandate with International Bank Account Number (IBAN) for payment of Cash Dividend Electronically into the Bank Accounts of the Shareholders (Mandatory Requirement)

In pursuance of Section 242 of the Companies Act, 2017, it is mandatory for all listed companies to pay dividend only by way of electronic mode, directly into the bank accounts of entitled shareholders.

Keeping in view the same, all cash dividend, if declared by the Company in future will be directly transferred in bank account. In order to enable us to follow the directives of the regulators in regard to payment of divided only through electronic mode, you are requested to please provide/update your bank account details, if not already provided/updated, on the bank mandate form available on the below given link.

https://www.ubldigital.com/Portals/0/InvestorRelation/Bank%20Mandate%20Form.pdf

For any query/difficulty/information, the members may contact the Bank'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 

The shareholders who hold shares in CDC are requested to submit the above mentioned Dividend Mandate Form, duly filled-in, to the relevant Broker/Participants/Investor Account Services of the CDC where member's CDC account is being dealt.

The shareholders who hold physical shares are also requested to submit IBAN (account number) the above mentioned Dividend Mandate Form, duly filled-in, to our Share Registrar namely THK Associates (Pvt) Limited in order to direct credit his/her dividend in their respective account.

8.   Unclaimed Dividend and Bonus Shares:

Shareholders, who by any reason, could not claim their dividend 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.

9.   Conversion of Physical Shares into Book Entry Form:

In accordance with Sub Section 2 of the Section 72 of the Companies Act, 2017, Companies are required "to replace its shares issued by them in physical form with shares to be issued in the Book Entry Form".

To enable compliance with the aforementioned requirement, we request you to kindly convert your shares held in Physical Form into Book Entry Form as soon as possible. You may contact your Broker, a PSX Member, CDC Participant or CDC Investor Account Service to assist you to in opening a CDS Account and subsequent induction of the physical shares into Book Entry Form.

Should you need any further information or clarification, please feel free to contact THK Associates (PVT) Ltd on Tel # 021-35310191-93 or email at [email protected]