Notice of EGM

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 Thursday 25 November 2010 at 09:00 a.m. at Islamabad Serena Hotel, Islamabad to transact the following business:

Ordinary Business:

1. To confirm the minutes of the 51st Annual General Meeting held on 30 March 2010.

Special Business:

2. To approve investment of Rs.90,000,000/- by subscribing 19,565,217 right shares of UBL Insurers Limited ("UIL") @ face value of Rs.10/- at discounted price of Rs. 4.60 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. 90,000,000/- by subscribing 19,565,217 right shares of UBL Insurers Limited (UIL) an associated company of the Bank @ face value of Rs.10/- at discounted price of Rs. 4.60 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 subscription of 19,565,217 Right Shares offered by UIL."

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, 2 November 2010

Notes:

1. The Share Transfer Books of the Bank shall remain closed from 18 November 2010 to 25 November 2010 (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. 500,000,000/- to Rs.1,152,173,910/- by way of issuance of right shares (130.43%) @ face value of Rs.10/- at discounted price of Rs.4.60 each. In order to improve profitability and capitalization of the company, UIL offered United Bank Limited (UBL) 19,565,217 right shares @ face value of Rs.10/- at discounted price of Rs.4.60 each 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 vide their letter No. BPRD/LRD-04/GEN/2010/8417 dated October 29, 2010.