Last checked at 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.
| i. | Name of Company | UBL Insurers Limited |
| ii. | Nature of Investment Amount and Extent of Investment | To subscribe right shares Rs. 60 million |
| iii. | Average Market Price of the Share. | Non-Listed Company |
| iv. | Break-up value of shares intended to be purchased on the basis of last published financial statement | 2006 Rs.9.48 2007 Rs.5.15 2008 Rs.5.15 |
| v. | Price at which shares will be purchased | Rs.10/- per share |
| vi. | Earning per share of investee company in last three years | 2006 Rs.(0.52) 2007 Rs.(4.33) 2008 Rs.NIL |
| vii. | Source of Funds from where shares will be purchased | Pool of Funds |
| viii. | Period for which investment will be made | N/A |
| ix. | Purpose of investment | To maintain 30% entitlement of the increased paid-up capital of UIL. |
| x. | Benefits likely to accrue to the company and the share holders from the proposed investment | To meet the solvency requirements and growth of business |
| xi. | Interest of directors and their relatives in the investee company | Mr.Omar Z. Al Askari, Mr.Zameer Mohammed Choudrey and Mr. Amin Uddin are Directors of UBL are also directors and shareholders of UIL and are to that extent interested. The CEO being deemed Director of UBL is also one of the shareholders of UIL and is to that extent interested. |
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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.
| i. | Name of Company/Fund | UBL Fund Managers Limited / United Money Market Fund (UMMF) |
| ii. | Nature of Investment Amount and Extent of Investment | Equity Rs. 100 million and Rs. 3318.770 million Including Rs. 250 million in the form of Seed Capital |
| iii. | Average Market Price of the Share. | N/A |
| iv. | Break-up value of shares intended to be purchased on the basis of last published financial statement | Not applicable for Fund Break up value of UBL Fund Managers Shares is 2008 Rs. 23.45/Share 2007 Rs. 39.33/Share 2006 Rs. 09.40/Share |
| v. | Price at which shares were purchased | Rs.10/- per share |
| vi. | Earning per share of investee company in last three years | Not applicable for Fund/ Investment plan(s) Earning per share (in rupee(s)) of UBL Fund Managers is: 2008 Rs. 8.18/Share 2007 Rs. 16.12/Share 2006 Rs. 0.01/Share |
| vii. | Source of Funds from where shares were purchased | Pool of Funds |
| viii. | Period for which investment was made in Fund | Minimum time of Investment is 2 years, however it is transferable within 2 years |
| ix. | Purpose of investment | Equity / Seed capital |
| x. | Benefits accrued to the company and the share holders from the investment of UMMF | The investment is made to get attractive daily returns from a portfolio of low risk assets while having comparatively high liquidity. (Derived from Investment Objective of the Fund) |
| xi. | Interest of directors and their relatives in the investee company | The CEO being deemed Director of UBL is the Director of UBL Fund Managers Limited. |
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