Utd.bk (regs) Regulatory News (UBLS)

3 Jul 2009 08:50



Secretary's Department

UBL/KSE/EOGM/09

2 July 2009

FORM-18

The General Manager

Karachi Stock Exchange (G) LimitedStock Exchange BuildingStock Exchange Road

Karachi.

Dear Sir,

Notice of Extraordinary General Meeting

Enclosed please find a copy of the Notice of Extraordinary General Meeting to be held on 24 July 2009 at Islamabad for circulation amongst you members.

Yours faithfully,

Aqeel Ahmed Nasir

Company Secretary &

Chief Legal Counsel

C.C. to: 1. London Stock Exchange, London, UK 

2. Citibank N.A. Karachi Branch, Custodian of UBL GDRs

Encl: As above

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of United Bank Limited (the "Bank") will be held on Friday 24 July 2009 at 11:00 a.m. at Islamabad Serena Hotel, Islamabad to transact the following business:

Ordinary Business:

1. To confirm the minutes of the 50th Annual General Meeting held on 20 April 2009.

Special Business:

2. To approve investment of Rs.60,000,000/- by subscribing 6,000,000 right shares of UBL Insurers Limited @ face value of Rs.10/- each to maintain 30% entitlement of the increased paid-up capital of UIL.

That the following Resolutions be passed as a special resolution as required by Section 208 of the Companies Ordinance, 1984, with or without modification:

"RESOLVED :

(i) That the investment of Rs.60,000,000/- by subscribing 6,000,000 right shares of UBL Insurers Limited (UIL) an associated company of the Bank @ face value of Rs.10/- each to maintain 30% entitlement of the increased paid-up capital of UIL, be and is hereby approved..

(ii) That the Chief Executive and/or the Company Secretary of the Bank be and are hereby authorized to take such steps as may be necessary in connection with investments in the Right Issue of UBL Insurers Limited."

3. To approve and ratify the following Resolutions as special resolution as required by Section 208 of the Companies Ordinance, 1984, with or without modification:

"RESOLVED:

(i) That the equity investment of Rs.100 million made by UBL in the UBL Fund Managers Limited, being a wholly owned subsidiary, during the period from 2002 to 30-03-2007 be and is hereby ratified and approved.

 (ii) That the UBL's investment of Rs.3,318.770 million inclusive of Rs.250 million in the form of seed capital made during the period from 2002 to 2006 in United Money Market Fund launched and/or managed by UBL Fund Managers Limited, be and is hereby ratified and approved." 

4. 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, 2 July 2009

Notes:

1. The Share Transfer Books of the Bank shall remain closed from 18 July 2009 to 24 July 2009 (both days inclusive). 

2. A member entitled to attend and vote at the above Extraordinary 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 Extraordinary 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.2 : Investments in UBL Insurers Limited (UIL) in the form of right shares to maintain 30% entitlement 

The management of UIL requested to increase its paid up capital from Rs. 300 M. to Rs. 500 M. by way of issuance of right shares @ face value of Rs.10/- each. In order to meet the minimum solvency requirements as prescribed by the Insurance Ordinance, 2000 and to ensure further growth in business. UIL offered to United Bank Limited (UBL) 6,000,000 right shares @ face value of Rs.10/- each shares to maintain 30% entitlement of the increased paid-up capital. Approval for investment has already been taken from the Board of Directors of UBL and State Bank of Pakistan.

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Item No.3 : Investments in UBL Fund Managers Limited (UBLFM)

UBL invested Rs. 100 million from 2002 to 30 March 2007 in UBL Fund Managers Limited (UBLFM) a wholly owned subsidiary of United Bank Limited (UBL) as equity investments and Rs. 3,318.770 million including Rs. 250 million as seed capital in United Money Market Fund launched and/or managed by UBLFM from 2002 to 2006.

It may be noted that the investments mentioned in items 3 (i) and (ii) of the Notice were made from year 2002 to 30 March 2007 at that time banking companies were exempted from the application of Section 208 of the Companies Ordinance, 1984. Therefore, from a legal standpoint, no approval was required and taken under Section 208 of the Companies Ordinance for the said investments made by UBL. However, ex post facto approval of these investments is now being sought with a view to conform to the spirit of the law, as reflected in the revised Section 208 of the Companies Ordinance, 1984 and with a view to providing maximum information and disclosure to UBL's shareholders.

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