Utd.bk (regs) Regulatory News (UBLS)

13 Mar 2008 08:03

United Bank Limited13 March 2008 NOTICE OF 49TH ANNUAL GENERAL MEETING Notice is hereby given that the 49th Annual General Meeting of the Shareholdersof United Bank Limited (the "Bank") will be held on Saturday 29 March 2008 at11:00 a.m. at Karachi Sheraton Hotel, Karachi to transact the followingbusiness: Ordinary Business: 1. To confirm the minutes of the 48th Annual General Meeting held on 27 March 2007. 2. To receive and adopt Annual Audited Accounts (stand alone andconsolidated), Statement of Compliance with the Code of Corporate Governance ofUBL for the year ended 31 December 2007 together with the Directors' Report andAuditors' Report thereon. 3. To consider and approve as recommended by the Board of Directors,cash dividend @ Rs.3.00 per share i.e. 30% and Bonus Shares in the proportion ofone share for every four shares held i.e. 25% for the year ended 31 December2007. 4. To appoint two external auditors to hold office till theconclusion of the next Annual General Meeting of the Bank and to fix theirremuneration. One of the members has proposed name of M/s Ford Rhodes SidatHyder & Co., Chartered Accountants, in place of retiring Auditors M/s A.FFerguson & Co., Chartered Accountants who have completed five years as externalauditors of the Bank, whereas the other retiring auditors M/s KPMG Taseer Hadi &Co. Chartered Accountant, being eligible offer themselves for reappointment. 5. To elect five Directors as fixed by the Board of Directors of theBank under Section 178(1) of the Companies Ordinance, 1984 in accordance withthe provisions of the said Ordinance for a period of three years to commencefrom 29 March 2008. The total strength of the Board of Directors of the Bankshall be seven including the two nominee directors nominated by the Governmentof Pakistan under Section 183 of the Companies Ordinance, 1984. The retiring Directors are H.H. Shaikh Nahayan Mabarak Al Nahayan, Sir MohammedAnwar Pervez, OBE, HPk, Mr. Omar Z. Al Askari and Mr. Zameer Mohammed Choudrey. Special Business: 6. To approve disposal of fractional shares created out of theissuance of bonus shares by the Bank for the years 2005 and 2006 by passing thefollowing resolution with or without amendment: "RESOLVED that the sale proceeds amounting to Rs. 2,504,193/- in respect of the11797 fractional shares created out of the issuance of bonus shares by the Bankfor the years 2005 and 2006 be donated to SOS Village, a charitable trustengaged in the welfare of destitute children." 7. To approve increase in the Authorized capital of the Bank and inthis regard amend the Memorandum and Articles of Association of the Bank bypassing the following resolutions as special resolutions with or withoutamendments: "RESOLVED that : a) the authorized share capital of the Bank be and is hereby increased fromRs.10,300,000,000 (Rupees Ten Billion Three Hundred Million Only) divided into1,030,000,000 (One Billion Thirty Million) ordinary shares of Rs.10 each to Rs.20,000,000,000 (Rupees Twenty Billion only) divided into 2,000,000,000 (TwoBillion) ordinary shares of Rs.10 each. b)the Clause V of the Memorandum of Association of the Bank be substituted bythe following: "The capital of the Bank is Rs.20,000,000,000 (Rupees Twenty Billion only)divided into 2,000,000,000 (Two Billion) ordinary shares of Rs.10 each." c) the Article 4 of the Articles of Association be substituted by thefollowing: "The capital of the Bank is Rs.20,000,000,000/- (Rupees Twenty Billiononly) divided into 2,000,000,000 (Two Billion) ordinary shares of Rs.10/- each." d) the Company Secretary of the Bank be and is hereby authorized to sign andexecute all documents and forms required to be filed at the State Bank ofPakistan and Securities and Exchange Commission of Pakistan and take all othercorporate formalities, steps / measures to bring into effect the aforementionedamendments." 8. To approve the amount of remuneration paid to the non-executiveDirectors of UBL (GOP Nominee Directors) during the year 2007 for attending theBoard meetings and scale of remuneration to be paid to the non-executiveDirectors of UBL (GOP Nominee Directors) for attending the Board meetings and inthat connection to pass the following resolutions, as special resolutions, withor without modification, addition or deletion: "RESOLVED that: i) the remuneration of Rs.118,649/- paid to non-executive directors (GOPNominee Directors) of the Bank during the year 2007 for attending the Boardmeetings be and is hereby confirmed and approved. ii) the Board Meeting Fee of Rs.10,000/- per meeting to be paid to each ofthe non-executive directors (GOP Nominee Directors) of the Bank for attendingthe Board meetings be and is hereby confirmed and approved." 9. To consider and approve shifting of the registered office of the Bankfrom Karachi to Islamabad and in this respect pass the following resolution, asa special resolution, with or without modification "RESOLVED that, subject to the necessary and applicable permission from theState Bank of Pakistan and confirmation from the Securities and ExchangeCommission of Pakistan, the registered office of the Bank be shifted fromKarachi to Islamabad and in this regard the words "Karachi in the Province ofSindh" appearing in Clause II of the Memorandum of Association of the Bank besubstituted by the word "Islamabad"". 10. That the following Resolution be passed as a special resolution asrequired by Section 208 of the Companies Ordinance, 1984 , with or withoutmodification: "RESOLVED that: (i) the Bank be and is hereby authorized to invest in the year 2008 up toRs.850 million in form of seed capital in the proposed funds to be launched byUBL Fund Managers Limited, a wholly owned subsidiary of the Bank. (All investments will be subject to any applicable regulatory approvals beingtaken and that the Board of Directors the bank be and are authorized todetermine the manner in which the times and price at which such investment orinvestments shall be made.) (ii) the investment by the Bank of Rs.250 million as seed capital in UnitedIslamic Income Fund launched and managed by UBL Fund Managers Limited, a whollyowned subsidiary of the Bank be and is hereby confirmed, approved and ratified." 11. To transact any other business with the permission of the Chairman. By order of the Board Aqeel A. NasirCompany Secretary &Chief Legal Counsel Karachi, 7th March, 2008 Notes: 1. The Share Transfer Books of the Bank shall remain closed from 15 March2008 to 29 March 2008 (both days inclusive). Transfers received at M/s. THKAssociates (Pvt.) Limited, Ground Floor, State Life Building No.3, Dr. ZiauddinAhmed Road, Karachi, the Registrar and Share Transfer Agent of the Bank, by theclose of the business on 14 March 2008 will be treated in time for the purposesof the entitlement of cash dividend and bonus shares. 2. A member entitled to attend and vote at the above Annual General Meeting isentitled to appoint another member as a proxy to attend and vote on his/herbehalf, save that a corporation being a member may appoint as its proxy anofficer of such corporation whether a member of the company or not. Theinstrument appointing a proxy and the power of attorney or other authority (ifany) under which it is signed or a notarially certified copy of the power orauthority shall be deposited at the offices of M/s. THK Associates (Pvt.)Limited, Ground Floor, State Life Building No.3, Dr. Ziauddin Ahmed Road,Karachi, the Registrar and Share Transfer Agent of the Bank not later than 48hours before the time of holding the meeting, and must be duly stamped, signedand witnessed. 3. The CDC Account Holders and Sub-account Holders, whose registration detailsare available in the Share Book Details Report shall be required to producetheir respective original Computerized National Identity Card (CNIC) or originalPassport at the time to attending the Annual General Meeting to facilitateidentification. Such Account Holders and Sub-Account Holders should also bring /know their respective participation I.D. No. and the CDC Account No. in case ofproxy, he/she must enclose an attested copy of his/her CNIC or Passport.Representative(s) of corporate member(s) should bring usual documents requiredfor such purpose. 4. Members are requested to timely notify any change in their addresses toBank's Registrar / Share Transfer Agent M/s. THK Associates (Pvt) Limited,Ground Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi. 5. The election provisions will not apply to the two Government nominatedDirectors who have been nominee on the Board of Directors of UBL by theGovernment of Pakistan under Section 183 of the Companies Ordinance 1984. 6. Any person who seeks to contest the election to the office of a Director,whether he is retiring director or otherwise, shall file the following with theCompany Secretary of the Bank at 10th Floor, State Life Building No.2, WallaceRoad, Off I. I. Chundrigar Road, Karachi, not later than fourteen days beforethe date of the meeting: (i) His intention to offer himself for the election of directors in termsof Section 178(3) of the Companies Ordinance 1984 together with: (a) consent inForm 28 of the Companies Ordinance 1984, (b) a Declaration with consent to actas Director under clause (ii) of the Code of Corporate Governance of theSecurities and Exchange Commission of Pakistan to the effect that he is aware ofthe duties and powers of directors under the Companies Ordinance 1984, and thelisting regulations of the Karachi Stock Exchange, Lahore Stock Exchange andIslamabad Stock Exchange and the Memorandum and Articles of Association of theBank, (c) a Declaration in terms of clauses (iii), (iv) and (v) of the Code ofCorporate Governance of the Securities and Exchange Commission of Pakistan, and(d) a Declaration that he is not ineligible to become a director of UBL underany circulars / directives of the State Bank of Pakistan. (ii) A questionnaire duly completed, recent photograph, copy of NIC /Passport and an Affidavit to, inter-alia, meet the requirement of State Bank ofPakistan's Prudential Regulations G-I and the Fit and Proper Test forAppointment of Directors as contained in Annexures VI-A, VI-B and VII-A. 7. In terms of the criteria prescribed by the State Bank of Pakistan,association of the following person as director is undesirable and againstpublic interest: a) A person who is / has been associated with any illegal activity,especially relating to banking business; b) A person who is in his individual capacity or a proprietaryconcern of any partnership firm or any private limited company or any unlistedpublic company or any listed public company (of which he has been a proprietor,partner, director or shareholder), has been in default of payment of dues owedto any financial institution and / or in default of payment of any taxes. STATEMENT OF MATERIAL FACTS UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984 Item No.6: Disposal of Fractional Shares On announcement of 25% bonus shares by the Bank to its shareholders out of theprofit for the year 2005, most of the shareholders who owned lots of 200 sharesthrough IPO got 50 more shares, taking their shareholding up to 250 shares.Similarly, on announcement of 25% bonus shares in the year 2006, theirshareholding increased to 62.5 shares, thus creating 11786 fractional shares in2006 and 11 fractional shares in 2005. On account of high cost of computerprinting, post printing, distribution / postage and handling charges on thefractional shares, the Board of Directors of the Bank in its 153rd meeting heldon February 14, 2008 recommended that the net sale proceeds of the fractionalBonus Shares be donated to a charitable organization. In this connection, approval of shareholders is now being solicited for donatingthe net sale proceeds amounting to Rs.2,504,193.00 in respect of 11797fractional Bonus Shares to SOS Village, a Charitable Trust engaged in thewelfare of destitute children. Item No. 7: Increase in Authorized Capital and in this regard Amendments inMemorandum of Association of the Bank At present the authorized share capital of the Bank is Rs.10.300 billion. On theannouncement of 25% bonus shares by the Bank, the paid up capital of the Bankwill increase to Rs.10.117 billion. In order to keep a cushion available for increase in the paid up capital infuture it is essential to increase the authorized share capital and therefore itis proposed to increase the authorized capital from Rs.10.300 billion toRs.20.000 billion. Item No.8: Remuneration Paid to the Non-Executive Directors of the Bank As required under SBP Prudential Regulation G-1, total amount of remunerationpaid to the non-executive directors during the year 2007 and scale ofremuneration to be paid to the non-executive directors during the year aresubmitted to the shareholders for approval on post facto basis in the AnnualGeneral Meeting. Item No.9: Shifting of Registered Office of the Bank from Karachi to Islamabad In order to carry on the business more economically and more efficiently it isproposed to shift the Registered Office of the Bank from Karachi to Islamabad.However the Operational Head Office will remain in Karachi. The proposedshifting is also subject to the necessary approval from the State Bank ofPakistan and confirmation from the Securities and Exchange Commission ofPakistan. Item No.10: investments in form of Seed Capital in the proposed funds to belaunched by UBL Fund Managers Limited in the year 2008 In view of the political and socio-economic environment in the country, whichhas resulted in increase in perceived risk on investment in Pakistan, UBL FundManagers Limited (UBLFM), a wholly owned subsidiary of the Bank, intends tolaunch and manage four series of capital protected Funds two series of ConstantProportion Portfolio Insurance (CCPI) fund and an offshore-Islamic fund that cantarget investments both within Pakistan and abroad. All of the proposed funds to be launched, UBLFM will tap the UBL Branch networkboth within and outside Pakistan to maximize its geographical coverage. For thepurpose, UBLFM has approached the Bank for investments of Rs.850 million in formof seed capital in the proposed funds to be launched by UBLFM in the calendaryear 2008. Additional information: i Name of Fund UBL Capital Protected Fund I UBL Capital Protected Fund II UBL Capital Protected Fund III UBL Islamic Capital Protected Fund I UBL CPPI-I UBL CPPI-II UBL Offshore Islamic Fund Managed by: UBL Fund Managers ii Nature of Investment Equity Amount and Extent of Investment PK Rs. 250 Million for UCPF-I and PKR 100 Million for Others totaling upto PKR 850 Million iii Average Market Price of the Not Applicable Share. iv Break-up value of shares Not applicable for Fund intended to be purchased on the basis of last published Break-up value of UBL Fund Managers share is: financial statement 2007 Rs. 39.33/Share 2006 Rs. 09.40/Share 2005 Rs. 09.76/Share v Price at which shares will be PK Rs. 10/share for all Funds purchased vi Earning per share of investee Not applicable for Fund company in last Three years Earning per share (in rupee(s)) of UBL Fund Managers is: 2007 Rs. 16.12/Share 2006 Rs. 0.01/Share 2005 Rs. (1.21)/Share vii Source of Funds from where Pool of Funds shares will be purchased viii Period for which investment will Minimum time of Investment is 2 years, however transferable within 2 be made years ix Purpose of investment Seed Capital x Benefits likely to accrue to the Capital Protected Series company and the share holders from the proposed investment - 100% Protection of Capital - Professional fund management by UBL Fund Managers - Higher expected returns compared to similar fixed deposit schemes Offshore Islamic Fund - International Exposure & recognition - Diversification - First Islamic Offshore fund to be launched. - Tapping International Clientele - Getting Returns from International Investments xi Interest of directors and their The CEO being deemed Director of UBL is the Chairman of UBL Fund relatives in the investee Managers Limited. company Banks were exempted from the requirement of obtaining approval of theirshareholders by way of special resolution for investment in their associatedcompanies under Section 208 of the Companies Ordinance 1984. The investment ofRs.250 million as seed capital in United Islamic Income Fund launched andmanaged by UBL Fund Managers Limited was approved by the Board OF Directors ofthe Bank in the year 2007 in close proximity after the aforementioned amendmentin Section 208. However, pursuant to an amendment in the Companies Ordinance,1984 by the Finance Act 2007 such approval is now required to be obtained byBanks in respect of equity investment in associated companies SECRETARY'S DEPTT. F A X SD/Annual/BOD:08 13 March 2008 1. Mr. Muhammad Ghufran 2. Mr. Rana Naveed Ahmed 3. Mr. Ahmad Noman Manager Joint Secretary General Manger Karachi Stock Exchange Lahore Stock Exchange (Operation) (Guarantee) Ltd. (Guarantee) Ltd. Islamabad Stock Karachi Stock Exchange 19, Khayaban-e-Aiwan- Exchange (Guarantee) Ltd. Building e-Iqbal, Room No.308m Karachi Stock Exchange Lahore Anees Plaza Road, 101-E, Fazal-ul-Haq Karachi. Road, Blue Area Islamabad Dear Sirs, CHANGE OF TIME OF 49TH ANNUAL GENERAL MEETING OF UNITED BANK LIMITED This is to inform you that the 49th Annual General Meeting (AGM) of United BankLimited which was scheduled to be held at 11:00 a.m. on 29 March 2008 at KarachiSheraton Hotel will now be held at 12:30 p.m. on the same date and venue. Allother information/agenda of the AGM communicated earlier to the shareholdersvide our notice dated 7 March 2008 shall remain the same. You may please inform the members of the Exchange accordingly. Yours faithfully Abdul Sattar Vaid Aqeel Ahmed NasirVice President & Company Secretary &Unit Head Chief Legal Counsel CC to 1. London Stock Exchange, London, UK 2. Citibank, N.A. Karachi Branch, Custodian of UBL, GDRs This information is provided by RNS The company news service from the London Stock Exchange