Last checked at 1 Jun 2011 11:17
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Shareholders of United Bank Limited (the "Bank" or "UBL") will be held on Friday, 24 June 2011 at 11:00 a.m. at Islamabad Serena Hotel, Islamabad to transact the following business:
Ordinary Business:
1. To confirm the minutes of the 52nd Annual General Meeting of the Shareholders of UBL held on 29 March 2011.
Special Business:
2. To approve investment of USD 6 million in addition to the already approved amount of USD 8 million bringing the total to USD 14 million in the proposed subsidiary of UBL to be incorporated in Tanzania subject to the prior approval of State Bank of Pakistan and other relevant authorities.
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 that the proposal of equity injection of USD 6 million in addition to the already approved amount of USD 8 million bringing the total to USD 14 million in the proposed subsidiary of UBL to be established in Tanzania, in order to adequately meet the requirement of Bank of Tanzania for both initial capital and projected start up losses, be and is hereby approved, subject to all applicable regulatory approvals including the prior approval of the State Bank of Pakistan as well as the approval of Economic Co-ordination Committee of Government of Pakistan and compliance of all relevant formalities."
3. 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 June 2011
Notes:
1. The Share Transfer Books of the Bank shall remain closed from 17 June 2011 to 24 June 2011 (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 : EQUITY INVESTMENTS IN TANZANIA:
When opening of a subsidiary in Tanzania was initially being considered by the Bank, the minimum capital requirement was TSH 5 billion (USD 3.33 million). This was scheduled to increase to TSH 15 billion (USD 10 million) from 2012.
We have been informed that in the recent past Bank of Tanzania (BoT) has rejected two applications on the basis of non-compliance with new capital requirement i.e. TSH 15 billion (USD 10 million). We also have to maintain some additional capital to meet projected start up losses as this is likely to result in a favorable review by the BoT.
The approval is being sought to increase capital injection by USD 6 million, in addition to the already approved amount of USD 8 million, in order to bring the total to USD 14 million to adequately meet the BoT requirements for both initial capital and projected start up losses, which are expected to be up to USD 4 million over the first two years.
The shareholders are requested to approve the equity investment of USD 6 million in addition to the already approved amount of USD 8 million bringing the total to USD 14 million in the proposed subsidiary of UBL to be incorporated in Tanzania. The subsidiary will be a wholly owned subsidiary of the Bank for which all applicable regulatory approvals including the prior approval of the State Bank of Pakistan will be sought.
The minimum number of directors required for banking operations is 5. The Board of Directors of UBL has nominated President & CEO of UBL, Head of International of UBL and Chief Financial Officer of UBL as directors of the proposed subsidiary of UBL in Tanzania whereas the President & CEO of UBL will be the Chairman thereof. The Board also authorized the President & CEO of UBL to nominate other two directors from Tanzania.
i) | Name of Company | United Bank Tanzania (proposed) |
ii) | Nature of Investment Amount and Extent of Investment | 100% Equity investment of up to US$ 6 million in addition to already approved amount of US$ 8 million by the Bank |
iii) | Average Market Price of the Share. | N/A - Subsidiary yet to be established |
vi) | Break-up value of shares intended to be purchased on the basis of last published financial statement | N/A |
v) | Price at which shares will be purchased | N/A |
vi) | Earning per share of investee company in last three years |
N/A
|
vii) | Source of Funds from where shares will be purchased | Own sources of the Bank |
viii) | Period for which investment will be made | A wholly owned subsidiary of the Bank |
xi) | Purpose of investment | To setup wholly owned subsidiary to start banking operations in Tanzania |
x) | Benefits likely to accrue to the company and the share holders from the proposed investment | International expansion and business growth. |
xi) | Interest of directors and their relatives in the investee company | The President & CEO being deemed Director of UBL has been nominated as the Chairman of the Board of Directors of the proposed subsidiary and is to that extent interested. |