Notice of Extra-Ordinary General Meeting

United Bank Limited

31 July 2026

 

Notice of Extra-Ordinary General Meeting

Notice is hereby given that the Extra-Ordinary General Meeting ("EOGM") of the Shareholders of United Bank Limited (the "Bank" or "UBL") will be held on Monday, August 24, 2026 at 3:00 p.m. at Islamabad Serena Hotel, Islamabad to transact the following business:          

Ordinary Business:

1.   To confirm the minutes of 67^th Annual General Meeting (AGM) held on March 26, 2026.

Special Business:

2.   Investment in Khushhali Microfinance Bank Limited pursuant to section 199 of the Companies Act, 2017

To consider and, if thought fit, to pass the following Special Resolutions, with or without amendments, modifications and/or alterations in connection with the proposed investment by UBL in Khushhali Microfinance Bank Limited pursuant to section 199 of the Companies Act, 2017 read with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017:

i. RESOLVED THAT, as recommended by the Board of Directors, pursuant to section 199 of the Companies Act, 2017 (the "Act") and subject to Khushhali Microfinance Bank Limited proceeding with the Rights Issue at Discount (defined below) and receipt of all requisite regulatory approvals, consent and approval be and is hereby accorded for United Bank Limited ("UBL" / the "Bank") to make further equity investment in Khushhali Microfinance Bank Limited ("KMBL") of up to PKR 22 billion, which may increase its aggregate shareholding in KMBL accordingly ("Proposed Equity Investment"), by way of:

a.   Subscription of the Bank's proportionate entitlement pursuant to KMBL's further issue of ordinary shares through a rights issue to its existing shareholders, at the ratio of approx. 51.166 new ordinary shares of KMBL having a face value of PKR 10/- (Pakistani Rupees Ten Only) per share for every one (1) existing ordinary share held, at a subscription price of PKR 2 per share (face value PKR 10), representing a discount of PKR 8 per share ("Rights Issue at Discount") on the terms to be notified by KMBL in the formal rights offer documentation.

b.   Subscription of all unsubscribed shares under KMBL's Rights Issue at Discount in the Bank's capacity as underwriter at the applicable discounted price and subject to the terms and conditions agreed as part of the underwriting agreement to be entered into with KMBL.

c.   Acquisition of additional shares through one or more transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the Authorised Person(s)of the Bank.

ii.  FURTHER RESOLVED THAT, any two of the President & CEO, Chief Financial Officer, Company Secretary and Chief Strategy Officer of United Bank Limited ("Authorised Person(s)") be and are hereby jointly  authorized  to take and do, and/or cause to be taken or done, any/all necessary actions, deeds and things which are or may be necessary for giving effect to the aforesaid resolution and to do all acts, matters, deeds, and things which are necessary, incidental and/or consequential to the Proposed Equity Investment as above, as and when required at the time of investment, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto.

iii. FURTHER RESOLVED THAT all acts and deeds done and actions taken by the Authorised Person(s) pursuant to the above resolution for and on behalf of and in the name of the Bank shall be binding acts, deeds and things done by the Bank.

iv. FURTHER RESOLVED THAT, any amendments, modifications, additions or deletions as may be required, directed or advised by the SBP, SECP or CCP or any other regulatory authority shall be deemed to be incorporated in the aforesaid resolutions without the need to obtain fresh approval from the board of directors or the shareholders, and the aforementioned Authorized Person(s) be and are hereby authorized to make and effect such amendments accordingly.

Attached to the Notice is the Statement of Material Facts as required under section 134(3) of the Companies Act, 2017.

By the order of the Board

              Sd/-

      Shoukat Ali

  Company Secretary

Karachi, August 01, 2026

Notes

1.   The Share Transfer Books of the Bank shall remain closed from Tuesday, August 18, 2026 to Monday, August 24, 2026 (both days inclusive). Transfers received at M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, Pakistan, the Registrar and Share Transfer Agent of the Bank, by close of the business on Monday, August 17, 2026 will be treated in time for the purpose of attending this EOGM.

2.   A member entitled to attend and vote at this EOGM is entitled to appoint a person as a proxy to attend and vote for and on his/her behalf. A proxy need not be a member. The instrument appointing a proxy and the power of attorney/Board Resolution 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 office of M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500, the Registrar and Share Transfer Agent of the Bank, not later than forty-eight (48) hours before the time of holding the EOGM, 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 of attending the EOGM 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. and 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 attested copy of Board Resolution / Power of Attorney and/ or all such documents that are required for such purpose under Circular No. 1 dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan ("SECP").

4.   Participation of Shareholders through Online Facility:

To facilitate the shareholders, UBL will also be providing the online platform / facility to participate in the EOGM through webinar/webex/zoom.

The shareholders will be able to login and participate in the EOGM proceedings through their smart phones or computer devices after completing all the formalities required for the verification and identification of the shareholders.

The login facility will be opened at 2:30 p.m. on August 24, 2026 enabling the participants to join the proceedings which will start at 3:00 p.m. sharp.

The shareholders interested in attending the EOGM of UBL through online facility are requested to get themselves registered with the Company Secretary at least 24 hours before the time of EOGM at the following e-mail address:

Email address:     [e-mail]

The shareholders are requested to provide the information as per the below format. The related link to the webinar/webex/zoom will be sent on the provided email address accordingly after verification of the particulars of the shareholders:

S. No.	Name of the Shareholder	CNIC Number	Folio Number / CDC Account No.	Cell Number	Email address

5.   Consent for Video Link Facility:

Members can attend and participate in the EOGM through video-link. The Bank will provide the facility of video-link on demand of members residing in a city, collectively holding 10% or more shareholding in the Bank. Members who wish to avail this facility are requested to fill the below Video Link Form and submit it to the Bank at its registered office at least seven (7) days prior to date of the EOGM.

The Bank will intimate members regarding venue of video-link facility at least five (5) days before the date of the EOGM along with complete information necessary to enable them to gain access to such facility.

Video-Link Form

I/We, __________________________________ of ____________________________, being a member of United Bank Limited, holder of ___________________________ Ordinary Share(s) as per Register Folio No./CDC Account No.__________________ hereby opt for video-link facility at _____________________ (Name of City)_______________________ .

____________________

Signature of the Member

6.   E-Voting:

The members of UBL are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018, as amended from time to time, issued by the Securities and Exchange Commission of Pakistan ("SECP"), wherein, SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of UBL will be allowed to exercise their right to vote through electronic voting facility and voting by post for the special business in its EOGM to be held on Monday, August 24, 2026 at 3:00 p.m., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, ballot paper is annexed to this notice and the same is also available on the Bank's website at https://ubldigital.com/Investor-Relations/Stock-Information

Procedure for E - Voting:

(a)      Details of the e-voting facility will be shared through an e-mail with those members of the Bank who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Bank by close of business of Monday, August 17, 2026.   

(b)     The web address and login details will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of THK Associates (Pvt.) Limited (being the e-voting service provider).

(c)      Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.

(d)     E-Voting lines will start from Friday August 21, 2026, 09:00 a.m. and shall close on Sunday August 23, 2026 at 5:00 p.m. Members can cast their votes any time during the said timelines. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

Procedure for Voting Through Postal Ballot:

The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on 13^th Floor UBL Building, Jinnah Avenue, Blue Area, Islamabad or email at [e-mail] before 5:00 p.m. on Sunday, August 23, 2026. The signature on the ballot paper shall match with the signature on CNIC.

7.   Appointment of Scrutinizer:

The Bank has appointed M/s. MAZARS M.F. & Co Chartered Accountants, having its registered office at 44-C, 3^rd Floor, Badar Commercial Street 10, Phase-V Ext, DHA, Karachi, as Scrutinizer in compliance with regulation 11 of the Companies (Postal Ballot) Regulations, 2018. M/s. MAZARS M.F. & Company is a renowned firm of Chartered Accountants which has extensive experience in managing the voting process in terms of above regulations.

8.   Prohibition on distribution of Gifts and Conduct:

In terms of the requirements of Section 185 of the Companies Act, 2017, the distribution of gifts in any form to members at the General Meeting is prohibited by the Securities and Exchange Commission of Pakistan. Any contravention or default in complying with this requirement may constitute an offence and shall be liable to a penalty under the Act. Shareholders are, therefore, requested not to demand or insist upon the receipt of any gift.

This disclosure is being made in accordance with the requirements of the S.R.O.452/(I)/2025 dated March 17, 2025.

Shareholders are also requested to observe the conduct referred in sub-regulation (2) of Regulation 55 of the Companies Regulations, 2024 while attending the EOGM.

9.   Provision of Valid CNIC Copy (Mandatory)

As per the regulatory requirements issued by the Securities & Exchange Commission of Pakistan ("SECP"), the payment of cash dividend shall only be made to the Shareholders who have provided copies of their valid CNIC/ NICOP/ Passport (in the case of Individuals) and NTN certificate (in the case of corporate entities) and valid details of designated International Bank Account Number ("IBAN"). In case of non-availability of the said information, the Bank will hold the payment of cash dividend. Therefore, shareholders who have not yet provided the required information are requested to provide copies of their valid CNIC/NICOP/NTN/Passport and details of valid IBAN.

The members are requested to submit a copy of their valid CNIC/NTN/Passport Number within ten (10) days from the date of this Notice to the Bank's Registrar and Share Transfer Agent. In case you have already provided copy of your valid CNIC, please ignore this instruction.

The members are also 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, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500.

10. Conversion of Physical Shares into Book Entry Form:

In accordance with Sub Section 2 of Section 72 of the Companies Act, 2017, Companies are required "to replace its physical shares with book entry form" in the manner specified by the Commission

To enable compliance with the aforementioned requirement, we request the shareholders to kindly convert shares held by them in Physical Form into Book Entry Form as soon as possible. The shareholders may contact a Broker, a PSX Member, CDC Participant or CDC Investor Account Service to obtain assistance for opening a CDS Account and subsequent conversion of the physical shares into Book Entry Form.

For any query, the members may contact UBL's Share Registrar and Share Transfer Agent, at the following address, phone/fax numbers or e-mail address:

      THK Associates (Pvt.) Limited

      Plot No. 32-C, Jami Commercial Street 2, D.H.A.,

      Phase VII, Karachi-75500

      UAN:  021-111-000-322

      Direct: 021- 35310187

      Fax: [phone]

      Email: [e-mail] 

      Web: www.thk.com.pk

11. Unclaimed Dividend and Bonus Shares:

Shareholders, who for any reason, could not claim their dividends or bonus shares or did not collect their physical shares, if any, are advised to contact our Share Registrar to collect/enquire about their unclaimed dividends or pending shares, if any.

Statement of Material Facts Under Section 134(3) of the Companies Act, 2017, relating to the Special Business:

This statement sets out the material facts pertaining to the special business to be transacted at the Extra-Ordinary General Meeting (EOGM) of United Bank Limited ("the Bank" & "UBL") to be held on Monday, August 24, 2026 at 3:00 p.m.

Agenda Item: To approve further equity investment by UBL in Khushhali Microfinance Bank Limited under section 199 of the Companies Act, 2017 read with the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017

United Bank Limited ("UBL" / the "Bank") is currently the largest shareholder in Khushhali Microfinance Bank Limited ("KMBL"), holding approximately 27.8% of its shareholding. 

KMBL has incurred losses in recent years, resulting in significant erosion of its capital base and negative shareholders' equity of approximately Rs. (16,154) million as of December 31, 2025. It is therefore presently non-compliant with the minimum capital requirements prescribed by the State Bank of Pakistan ("SBP") for microfinance banks. In this regard, SBP has directed KMBL to take all requisite actions to address its capital shortfall and restore compliance with regulatory capital requirements.  

In light of SBP instructions, KMBL has, with the approval of its Board of Directors and shareholders, initiated further issue of ordinary shares through a rights issue to its existing shareholders, at the ratio approx. 51.166 new ordinary shares of KMBL having a face value of PKR 10/- (Pakistani Rupees Ten Only) per share for every one (1) existing ordinary share held, at a price of PKR 2 per share (face value PKR 10), representing a discount of PKR 8 per share ("Rights Issue at Discount"), subject to receipt of the requisite regulatory approvals (including from the Securities and Exchange Commission of Pakistan, which is currently pending).

KMBL has requested UBL, being one of its major shareholders, to support its recapitalization efforts and ensure successful completion of the capital raising by acting as underwriter for the Rights Issue at Discount.

The Board of Directors of UBL in their 262^nd meeting held on July 22, 2026, have:

(i)         approved the Bank's entering into the underwriting arrangement with KMBL in connection with KMBL's Rights Issue at Discount, on an arms-length basis and on such terms and conditions as may be determined by the management.

(ii)        approved and recommended, subject to receipt / maintenance of all requisite shareholder and regulatory approvals, consents, permissions and no-objections as may be required under applicable law, further equity investment by UBL in KMBL of up to PKR 22 billion such that its aggregate shareholding in KMBL may increase accordingly ("Proposed Equity Investment"), by way of:

a.   Subscription of the Bank's proportionate entitlement under KMBL's Rights Issue at Discount at the applicable discounted issue price and on the terms to be notified by KMBL in the formal rights offer documentation;

b.   Subscription of all unsubscribed shares in the Bank's capacity as underwriter at the applicable discounted price and subject to the terms and conditions agreed with KMBL as part of the underwriting arrangement; and

c.   Acquisition of additional shares of KMBL through one or more transaction(s) or arrangement(s) on terms and conditions as may be negotiated and finalized by the management.

(iii)       approved and authorized the execution of the due diligence report prepared in connection with the Proposed Equity Investment, the duly signed recommendations of which are to be among the materials made available for inspection at this EOGM.

UBL's investment would help strengthen the financials of KMBL and help in stability of financial markets of Pakistan.

Pursuant to the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017, the relevant particulars of the proposed investment are set out below.

Sr. No.	Requirement	Information
3(a)	Disclosure for all types of investments
	(A) Regarding associated company or associated undertaking:-
	(i) Name of associated company / associated undertaking	Khushhali Microfinance Bank Limited (KMBL)
	(ii) Basis of relationship	KMBL is an associated company / associated undertaking of UBL by virtue of UBL's existing shareholding in KMBL of approximately 27.8%.
	(iii) Earnings per share for the last three years	FY Dec 23: (72.34) FY Dec 24: (14.92) FY Dec 25: 11.29 Note: The above is based on latest available audited financial statements.
	(iv) Break-up value per share, based on latest audited financial statements of KMBL.	FY Dec 25 : (82.65)
	(v) Financial position, including main items from statement of financial position and profit and loss account on the basis of KMBL's latest  financial statements	Balance Sheet Investments 9,981    14,098 12,593 Advances 56,049 68,624 84,824 Deferred tax assets 11,930 12,986 11,913 Total Assets 96,386 107,840 125,641 Deposits and other accounts 102,782 116,817 131,912 Subordinated debt 3,842 4,524 4,916 Total Liabilities 111,873 126,143 141,795 Shareholders' Equity (15,487) (18,303) (16,154) Profit & Loss Account Net Interest Income  (641) 1,256 9,552 Non‑Interest Income 1,832 1,760 2,732 Operating Expenses (8,647) (8,895) (9,204) Other Charges (11) (1) (2) Expected Credit Loss Allowance (11,757) 2,242 901 Levy (364)  (373) (676) Profit Before Tax (19,588) (4,012) 3,302 Taxation  5,450  1,096  (1,096) Net Profit After Tax (14,138) (2,915) 2,206 EPS (72.34) (14.92) 11.29 Break-up Value (79.24) (93.65) (82.65) Note: The above is based on the latest available audited financial statements.
	(B) General disclosures:-
	(i) Maximum amount of investment to be made	Up to PKR 22 billion, being the aggregate of: i.    subscription of UBL's proportionate entitlement of the Rights Issue at Discount; ii.   subscription of the Rights Issue at Discount to the extent not subscribed by the existing shareholders; and iii.  acquisition of such ordinary shares as may be acquired by UBL through one or more transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the management of the Bank.
	(ii) Purpose, benefits likely to accrue to UBL and its members, and period of investment	The purpose of the proposed investment is to support the recapitalization of KMBL. The proposed investment is also expected to support broader financial sector stability in Pakistan. The Proposed Equity Investment is intended as a long-term investment in KMBL.
	(iii) Source of funds	The Proposed Equity Investment shall be made out of UBL's own internal funds
	(iv) Salient features of the agreement(s), if any, with associated company with regards to the proposed investment	The Proposed Equity Investment is proposed to be made through: (i)   subscription of the Bank's proportionate entitlement under KMBL's Rights Issue at Discount at the applicable discounted issue price of PKR 2 and payable in cash; (ii)  subscription of all unsubscribed shares in the Bank's capacity as underwriter at the applicable discounted price of PKR 2, payable in cash and subject to additional terms and conditions agreed with KMBL as part of the underwriting arrangement; and (i)   acquisition of additional shares through one or more transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the management of the Bank.
	(v) Direct or indirect interest of directors, sponsors, majority shareholders and their relatives	No director of UBL is directly or indirectly interested in the proposed transaction, except in his / her capacity as director / shareholder of UBL and to the extent of his / her shareholding in UBL, if any.
	(vi) Existing investment and performance review	UBL has an existing investment of Rs. 1.057 billion representing approx. 27.8% ordinary shares in KMBL. Over the past few years, KMBL has incurred losses which have resulted in a significant erosion of its capital base, and its shareholders' equity, as of December 31, 2025, stands negative at PKR 16.2 billion. Consequently, KMBL is presently not compliant with the regulatory capital requirements prescribed by the SBP for microfinance banks.
	(vii) Any other important details necessary for members to understand the transaction	In light of SBP instructions, KMBL has, with the approval of its Board of Directors and shareholders, initiated further issue of ordinary shares through a rights issue to its existing shareholders, at the ratio of approx. 51.166 new ordinary shares of KMBL having a face value of PKR 10/- (Pakistani Rupees Ten Only) per share for every one (1) existing ordinary share held, at a price of PKR 2 per share (face value PKR 10), representing a discount of PKR 8 per share ("Rights Issue at Discount"), subject to receipt of the requisite regulatory approvals (including from the Securities and Exchange Commission of Pakistan, which is currently pending). KMBL has requested UBL, being one of its major shareholders, to support its recapitalization efforts and ensure successful completion of the capital raising by acting as underwriter for the Rights Issue at Discount.
3(b)	In case of Equity Investment, following disclosures in addition to those provided under clause (a) above
	(i) Maximum price at which securities will be acquired	Shares acquired by UBL pursuant to the Rights Issue at Discount, including shares acquired in its capacity as underwriter: PKR 2 per share Additional shares acquired through one or more negotiated transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the management of the Bank. The aggregate investment shall not exceed PKR 22 billion.
	(ii) In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof.	The purpose of the proposed investment is to support the recapitalization of KMBL. The proposed investment is also expected to support broader financial sector stability in Pakistan.
	(iii) Maximum number of securities to be acquired.	(a) Shares acquired pursuant to the Rights Issue at Discount, including those to be acquired by UBL in its capacity as underwriter: Up to 10 billion ordinary shares (b) Additional shares acquired through one or more negotiated transaction(s) or arrangement(s): Such number of shares as may be acquired by UBL through one or more transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the management of the Bank such that total shares acquired by UBL shall not exceed the issued and paid up shares of KMBL.
	(iv) Number of securities and percentage thereof held before and after the proposed investment	Before Proposed Equity Investment: 54.4 million ordinary shares representing approx. 27.8% of the issued and paid-up share capital of KMBL. The exact number of securities and percentage thereof after the proposed investment by the Bank will depend on the level of participation by other existing shareholders of KMBL in the Rights Issue at Discount and further shares to be acquired through one or more negotiated transaction(s) or arrangement(s).
	(v) Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities.	The valuation based on Revalued Net Asset Value (RNAV) method indicates a negative value of PKR 82.65 per share as of December 31, 2025, reflecting that KMBL's liabilities exceed the fair value of its assets due to accumulated losses and expected credit loss provisions. Key Numbers are: Negative Equity (RNAV) as at  December 31, 2025 PKR 16.154 billion No. of Issued & Paid-up Shares as at  December 31, 2025 195.441 million RNAV per share Negative PKR 82.65

POSTAL BALLOT FOR VOTING THROUGH POST

United Bank Limited    Ballot Paper for voting through post for the Special Business at the Extra-Ordinary General Meeting to be held on  Monday, August  24, 2026 at 3:00 p.m. at Islamabad Serena Hotel, Islamabad. Website: www.ubldigital.com.
Folio / CDS Account Number
Name of Shareholder / Proxy Holder
Registered Address
Number of shares Held
CNIC/Passport No. (in case of foreigner) (copy to be attached)
Additional information and enclosures (in case of representative of corporate body, corporation, and federal Government)
Name of Authorized Signatory
CNIC/Passport No. (in case of foreigner) of Authorized Signatory (copy to be attached)
Instructions For Poll
1. Please indicate your vote by ticking (√) the relevant box.
2. In case if both the boxes are marked as (√), you poll shall be treated as "Rejected".
I/we hereby exercise my/our vote in respect of the below resolutions through ballot by conveying my/our assent or dissent to the resolutions by placing tick (√) mark in the appropriate box below:
Nature and Description of resolutions			No. of ordinary shares for which votes cast	I/We assent to the Resolutions (FOR)	I/We dissent to the Resolutions (AGAINST)
Agenda Item 2:
i.  RESOLVED THAT, as recommended by the Board of Directors, pursuant to section 199 of the Companies Act, 2017 (the "Act") and subject to Khushhali Microfinance Bank Limited proceeding with the Rights Issue at Discount (defined below) and receipt of all requisite regulatory approvals, consent and approval be and is hereby accorded for United Bank Limited ("UBL" / the "Bank") to make further equity investment in Khushhali Microfinance Bank Limited ("KMBL") of up to PKR 22 billion, which may increase its aggregate shareholding in KMBL accordingly ("Proposed Equity Investment"), by way of: a.   Subscription of the Bank's proportionate entitlement pursuant to KMBL's further issue of ordinary shares through a rights issue to its existing shareholders, at the ratio of approx. 51.166 new ordinary shares of KMBL having a face value of PKR 10/- (Pakistani Rupees Ten Only) per share for every one (1) existing ordinary share held, at a subscription price of PKR 2 per share (face value PKR 10), representing a discount of PKR 8 per share ("Rights Issue at Discount") on the terms to be notified by KMBL in the formal rights offer documentation. b.   Subscription of all unsubscribed shares under KMBL's Rights Issue at Discount in the Bank's capacity as underwriter at the applicable discounted price and subject to the terms and conditions agreed as part of the underwriting agreement to be entered into with KMBL. c.   Acquisition of additional shares through one or more transaction(s) or arrangement(s) on such terms and conditions as may be negotiated and finalized by the Authorised Person(s) of the Bank. ii.          FURTHER RESOLVED THAT, any two of the President & CEO, Chief Financial Officer,  Company Secretary and Chief Strategy Officer of United Bank Limited of United Bank Limited ("Authorised Person(s)") be and are hereby jointly  authorized  to take and do, and/or cause to be taken or done, any/all necessary actions, deeds and things which are or may be necessary for giving effect to the aforesaid resolution and to do all acts, matters, deeds, and things which are necessary, incidental and/or consequential to the Proposed Equity Investment as above, as and when required at the time of investment, including but not limited to negotiating and executing any necessary agreements/documents, and any ancillary matters thereto. iii.         FURTHER RESOLVED THAT all acts and deeds done and actions taken by the Authorised Person(s) pursuant to the above resolution for and on behalf of and in the name of the Bank shall be binding acts, deeds and things done by the Bank. iv.         FURTHER RESOLVED THAT, any amendments, modifications, additions or deletions as may be required, directed or advised by the SBP, SECP or CCP or any other regulatory authority shall be deemed to be incorporated in the aforesaid resolutions without the need to obtain fresh approval from the board of directors or the shareholders, and the aforementioned Authorized Person(s) be and are hereby authorized to make and effect such amendments accordingly.
____________________________________________________ Shareholder / Proxy holder Signature/Authorized Signatory (In case of corporate entity, please affix company stamp) Date___________
NOTES:
1.   Dully filled postal ballot paper should be sent to the Chairman of United Bank Limited at registered office at 13th Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad or email at [e-mail]
2.   Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.
3.   Ballot paper should reach the at least one day before the Extra-Ordinary General Meeting i.e. on August 23, 2026 before 17:00. Any postal ballot received after this date, will not be considered for voting.
4.   Signature on ballot paper should match with signature on CNIC/ Passport (in case of foreigner).
5.   Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected. 6.   In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied        by a copy of the CNIC of an authorized person, an attested copy of Board Resolution, / Power of Attorney, / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member.
7.   Postal Ballot Paper form has also been placed on the website of the Bank at: https://www.ubldigital.com/Investor-Relations/Stock-Information         Members may download the ballot paper from the website or use an original/photocopy published in newspapers.

 

END