Last checked at 17 Mar 2010 12:46
NOTICE OF 51st ANNUAL GENERAL MEETING
Notice is hereby given that the 51st Annual General Meeting ("AGM") of the Shareholders of United Bank Limited (the "Bank") will be held on Tuesday 30 March 2010 at 09:00 a.m. at Islamabad Serena Hotel, Islamabad to transact the following business:
Ordinary Business:
1. To confirm the minutes of the Extraordinary General Meeting held on 19 October 2009.
2. To receive, consider and adopt the Annual Audited Accounts (consolidated and unconsolidated), Statement of Compliance with the Code of Corporate Governance of UBL for the year ended 31 December 2009 together with the Directors' Report and Auditors' Report thereon.
3. To consider and approve as recommended by the Board of Directors, cash dividend @ Rs.2.50 per share i.e. 25%, for the year ended 31 December 2009.
4. To appoint two external auditors to hold office from this AGM till the conclusion of the next AGM of the Bank and to fix their remuneration. The retiring Auditors M/s. Ernst & Young Ford Rhodes Sidat Hyder, Chartered Accountants, and M/s. BDO Ebrahim & Company, Chartered Accountants, being eligible, have offered themselves for reappointment.
Special Business:
5. To consider and approve the issuance of bonus shares as recommended by the Board of Directors and to pass the following resolution as ordinary resolution:
"RESOLVED that a sum of Rs. 1,112.891 million out of the free reserves of the Bank be capitalized and applied towards the issue of 111,289,062.5 ordinary shares of Rs.10/- each as bonus shares in the ratio of 01 ordinary share for every 10 ordinary shares held (10%) by the members whose names appear in the register of members on the close of business on March 16, 2010. These bonus shares shall rank pari passu in all respects with the existing shares but shall not be eligible for the dividend declared for the year ended 31 December 2009."
6. To consider and approve disposal of fractional shares created out of the issuance of bonus shares by the Bank in the year 2008 by passing the following resolution with or without amendment:
"RESOLVED that the fractional shares created out of the issuance of bonus shares by the Bank in the year 2008 be consolidated into 3,437 shares and sold on the Karachi Stock Exchange and sale proceeds from such disposal be donated to SOS Village, a charitable trust engaged in the welfare of destitute children."
7. To consider and approve the amount of remuneration paid/payable to the non-executive Directors of UBL for the meetings held during the period from January 2009 to October 2009 and to consider and approve the scale of remuneration paid/payable to the non-executive Directors of UBL for attending the Board meetings and/or Committee meetings from the period commencing from November 2009 and onwards and in that connection to pass the following resolutions, as special resolutions, with or without modification, addition or deletion:
"RESOLVED that:
a. the remuneration paid/payable to the non-executive directors of UBL including the Chairman and the Deputy Chairman during the year 2009 for attending the Board meetings and/or Committee meetings, as disclosed in note 38 of the Audited Financial Statements of the Bank for the year ended 31 December 2009 be and is hereby confirmed and approved on post facto basis.
b. the scale of remuneration paid/payable to the non executive directors of UBL including the Chairman and the Deputy Chairman for attending Board meetings and/or Committee meetings commencing from November 2009 and onwards be and is hereby reduced to US$ 5,000/- per Board meeting and/or per committee meeting.
8. That the following Resolution be passed as a special resolution as required by Section 208 of the Companies Ordinance, 1984 , with or without modification:
"RESOLVED that the Bank be and is hereby authorized to invest up to Rs. 1300 million in the form of seed capital in open and/or closed end mutual funds and/or investment plans and the units of any scheme(s) to be launched and/or managed by UBL Fund Managers Ltd., a wholly owned subsidiary of the Bank from the date of the AGM till conclusion of the next AGM of the Bank."
9. To transact any other business with the permission of the Chairman.
By order of the Board
Aqeel Ahmed Nasir
Company Secretary &
Chief Legal Counsel
Karachi, 1 March 2010
Notes:
1. The Share Transfer Books of the Bank shall remain closed from 17 March 2010 to 30 March 2010 (both days inclusive). Transfers received at 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, by the close of the business on 16 March 2010 will be treated in time for the purposes of the entitlement of cash dividend and bonus shares.
2. A member entitled to attend and vote at the above Annual General Meeting is entitled to appoint another member as a proxy to attend and vote on his/her behalf, save that a corporation being a member may appoint as its proxy an officer of such corporation whether a member of the company or not. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of the power or authority 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 48 hours before the time of holding the meeting, 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 to attending the Annual General Meeting 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. 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 usual documents required for such purpose.
4. Members are requested to timely notify any change in their addresses to Bank's Registrar / Share Transfer Agent M/s. THK Associates (Pvt) Limited, Ground Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi.
STATEMENT OF MATERIAL FACTS
UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984
Item No.5: Issuance of Bonus Shares
A sum of Rs. 1,112.891 million out of the free reserves of the Company be capitalized and applied towards the issue of 111,289,062.5 ordinary shares of Rs. 10/- as bonus shares in the ratio of 01 ordinary share for every 10 ordinary shares i.e. 10% held by the members whose names appear on the members register on close of the business on March 16, 2010. These bonus shares shall rank pari passu in all respect with the existing shares but shall not be eligible for the dividend declared for the year ended 31 December 2009.
Item No.6: Disposal of Fractional Shares
On announcement of 10% bonus shares by the Bank to its shareholders out of the profit for the year 2008, fractional shares were created. On account of high cost of computer printing, post printing, distribution / postage and handling charges on the fractional shares, the Board of Directors of the Bank in its 164th meeting held on March 1, 2010 recommended that fractional shares be consolidated into 3,437 shares and sold in the market and the net sale proceeds of the such shares be donated to SOS Village, a charitable trust engaged in the welfare of destitute children.
Item No.7 : Remuneration of the Non-Executive Directors of the Bank
As required under SBP Prudential Regulation G-1, total amount of remuneration paid/payable to the non-executive directors including the Chairman and the Deputy Chairman for attending the Board meetings and/or Committee meetings during the year 2009 is submitted to the shareholders for approval on post facto basis.
The Board of Directors in its meeting held on 26 October 2009 has recommended reduction in the remuneration for attendance of Board meetings and/or Committee meetings by the non-executive director including the Chairman and the Deputy Chairman to US$ 5000/- per Board meeting and/or Committee meeting.
Item No.8 : Investments in form of Seed Capital/Units/Plans to be launched and/or managed by UBL Fund Managers Limited (UBLFM) from the date of AGM to conclusion of next AGM.
UBL Fund Managers Limited, a wholly owned subsidiary of the Bank intends to launch and manage a series of open and/or closed end mutual funds, scheme(s) and investment plans, which amongst others shall also include a series of products offering capital protection, keeping in view the increase in perceived risk on investments in Pakistan emanating from the political and socio-economic environment in the country.
For various open and/or closed end mutual funds, scheme(s) and investment plans to be launched and/or managed by UBLFM will tap the UBL Branch network both within and outside Pakistan to maximize its geographical coverage. For the purpose, UBLFM has approached the Bank for investments of up to Rs.1300 million in form of seed capital in the proposed mutual funds, investment in the units of any scheme(s) to be launched and/or managed by UBLFM and investment in plans to be launched and/or managed by UBLFM.
Statement of Material Facts
| i) | Name of Fund/Units/Plan | Various open-ended and closed end Funds, schemes and investment plans to be launched and/or managed by UBL Fund Managers Limited from time to time. |
| ii)
iii)
iv) | Nature Of Investment Amount and Extent of Investment
Average Market Price of the Share
Break-up value of shares intended to be purchased on the basis of last published financial statement. | Equity/Investment Plan(s) Totaling upto PKR 1.3 Billion
Not Applicable
Not Applicable for Fund/Investment Plan(s) Break-up value of UBL Fund Managers share is:
2007: Rs. 22.81/share 2008: Rs. 23.64/share 2009: Rs. 23.12/share
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| v) | Price at which shares will be purchased | For open-end and closed-end funds and schemes at their par value and for investment plans at the then prevailing NAV of the underlying funds. |
| vi) | Earning per share of investee company in last three years | Earnings per share (in rupees) of UBL Fund Managers is:
2007: Rs. 8.79/share 2008: Rs. 8.37/share 2009: Rs. 7.50/share
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| vii) | Source of Funds from where shares will be purchased. | Pool of Funds. |
| viii) | Period for which investment will be made | Minimum time of Investments is 2 years, however transferable within 2 years. |
| ix) | Purpose of investment | Seed Capital and Investment plan(s) |
| x) | Benefits likely to accrue to the company and the share holders from the proposed investment. | General - Professional fund management by UBL Fund Managers - Higher expected returns compared to fixed deposit schemes - Diversification
Capital Protected Schemes - Capital protection in case of capital protected series of funds and plans
Offshore Funds - International Exposure and Recognition - Tapping international clientele - Getting returns from international investments.
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| xi) | Interests of directors and their relatives in the investee company. | The CEO being deemed Director of UBL is the Director of UBL Fund Managers Limited. |