Last checked at 25 Sep 2009 13:52
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 Monday 19 October 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 Extraordinary General Meeting held on 24 July 2009.
Special Business:
2. To consider if thought fit to approve the amendment in existing clause 66 of the Articles of
Association of the Bank by deleting and replacing it with the proposed new clause by passing the
following resolution as special resolution with or without amendment. The State Bank
of Pakistan and Karachi, Lahore and Islamabad Stock Exchanges have already granted
permission/NOC in this regard to amend the Articles of Association of the Bank:
"RESOLVED that the existing clause 66 of Articles of Association of UBL be and is hereby deleted and replaced by the following new clause :
"66. Until otherwise determined by a General Meeting, number of directors shall not be less than 7 or more than 15 out of which, subject to section 174 of the Ordinance, the number of elected directors shall not be less than six together with any directors nominated under and in accordance with section 183 of the Ordinance. The Board shall fix the number of directors of the Company, to be elected, not later than thirty-five days before convening of the General Meeting at which directors are to be elected, and the number so fixed shall not be changed except with prior approval of General Meeting of the Company.""
3. To approve scale of remuneration being paid to the non-executive directors of the Bank for
attending Board meetings and its committees meetings and in that connection to pass the following
resolutions, as special resolutions, with or without modification, addition or deletion:
"RESOLVED that the following scale of remuneration for attending Board meetings and its committees meetings, being paid to the non-executive directors of the Bank, be and is hereby confirmed and approved.
a) For attending the Board meetings:
i) Chairman and Deputy Chairman US$25,000 each per meeting
ii) Other Members of the Board of Directors US$10,000 each per meeting
b) For attending the Committees' meeting:
i) Chairman of the Committee US$10,000 per meeting
ii) Other Committee Members US$ 5,000 each per meeting
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, 25 September 2009
Notes:
The Share Transfer Books of the Bank shall remain closed from 12 October 2009 to 19 October 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 : Alteration in Articles of Association of the Bank
The SBP in terms of prudential regulations requires that a minimum of 25% of the directors on the board of a banking company shall be independent directors. The Bank has currently one independent director on its Board and one more independent director is required to be inducted to comply with the said requirement of SBP. The last election of directors of the Bank was held on 29-03-2008 and no vacancy is available for induction of a new independent director on the Board of the Bank. SECP interprets the relevant provisions of the Companies Ordinance, 1984 in a manner which does not permit a 'mid-term' increase in the number of Directors and/or election of directors prior to the expiry of the normal tenure. Government of Pakistan, which currently has two nominee directors on the Board of the Bank, has also been requested to vacate one directorship given it has 19% shares in the Bank, but no reply has since been received from it.
Therefore, in order to co-opt a new director on the Board of the Bank as an independent director, some amendments / alterations in the Articles of Association of the Bank in clause 66 have to be made for which approval of shareholders is required.
Item No.3 : Remuneration Paid to the Non-executive Directors of the Bank
As required under SBP Prudential Regulation G-1, scale of remuneration being paid to the non-executive directors for their attending Board meetings and its committees meetings is submitted to the shareholders for approval on post facto basis.