Notice of AGM

NOTICE OF 53rd ANNUAL GENERAL MEETING

Notice is hereby given that the 53rd Annual General Meeting ("AGM") of the Shareholders of United Bank Limited (the "Bank") will be held on Wednesday 28 March 2012 at 09:30 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 June 2011.

2. To receive, consider and, if thought fit, adopt the Annual Audited Accounts (consolidated and unconsolidated), Statement of Compliance with the Code of Corporate Governance of the Bank for the year ended 31 December 2011 together with the Directors' Report and Auditors' Report thereon.

3. To consider and, if thought fit, approve as recommended by the Board of Directors, final cash Dividend at the rate of Rs.6.00 per share i.e. 60%, in addition to 15% interim dividend already declared/paid for the year ended 31 December 2011.

4. To consider and, if thought fit, 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, if thought fit, approve disposal of the amount of dividend created on fractional bonus shares by passing the following resolution with or without amendment:

"RESOLVED thatthe amount of dividend Rs.93,797/- issued on fractional bonus shares in the year 2006, 2008 and 2010 be consolidated and donated to SOS Village, a charitable trust engaged in the welfare of destitute children."

6. To consider and , if thought fit, approve the amount of remuneration paid to the non-executive Directors of the Bank for attending the Board and/or Committees meetings held during the year and in that connection to pass the following resolutions, as special resolutions, with or without modification, addition or deletion:

"RESOLVED that the remuneration paid to the non-executive directors of UBL including the Chairman and the Deputy Chairman during the year 2011 for attending the Board meetings and/or Committees meetings, as disclosed in note 38 of the Audited Financial Statements of the Bank for the year ended 31 December 2011 be and is hereby confirmed and approved on post facto basis."

7. To consider and, if thought fit, approve the amendment to Article 80 of the Articles of Association of the Bank by deleting and replacing it with the proposed new Article by passing the following resolution as special resolution with or without amendment subject to the approval of the Stock Exchanges and State Bank of Pakistan.

"RESOLVED that subject to the approval of the Stock Exchanges and the State Bank of Pakistan, the existing Article 80 of the Articles of Association of UBL be and is hereby substituted and replaced by the following new Article 80:

"80. The remuneration of President / Managing Director shall be determined and approved by the Directors by way of salary and/ or other remuneration as per the criteria laid down by the Directors from time to time.""

8. To consider and, if thought fit, approve investment of up to Rs.900 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 and in this connection to pass the following resolution 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. 900 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

Sd/-

Aqeel Ahmed Nasir

Company Secretary &

Chief Legal Counsel

Karachi, 6 March 2012

Notes:

1. The Share Transfer Books of the Bank shall remain closed from 15 March 2012 to 28 March 2012 (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 14 March 2012 will be treated in time for the purposes of the entitlement of cash dividend.

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 notarized 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 and provide copies of their CNIC /NTN (if not provided earlier) 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.