Notice of Annual General Meeting of United Bank Limited

‌Notice of 67th Annual General Meeting of United Bank Limited

To download Annual Report

Notice is hereby given that the 67th Annual General Meeting ("AGM") of United Bank Limited (the "Bank" or "UBL") will be held on Thursday, 26 March 2026 at 9:30 a.m. at Islamabad Marriot Hotel, Islamabad to transact the following businesses:

1. To confirm the minutes of Extraordinary General Meeting (EOGM) held on 15 May 2025.

2. To receive, consider and, if thought fit, adopt the Annual Audited Financial Statements (consolidated and unconsolidated), Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 of the Bank for the year ended 31st December, 2025 together with the Directors' Report, Auditors' Reports thereon and Chairman's Review Report.

3. To consider and, if thought fit, approve and declare final cash dividend, as recommended by the Board of Directors, at the rate of Rs.8/- per share i.e. 160%, in addition to 430% interim cash dividend already declared/paid for the year ended 31 December 2025.

4. To consider and, if thought fit, appoint External Auditors of the Bank and to fix their remuneration. It is notified that the Board Audit Committee and the Board of Directors have recommended the name of retiring auditors, M/s. EY Ford Rhodes, Chartered Accountants for re-appointment, who being eligible, have offered themselves for reappointment.

5. To elect eight (08) Directors as fixed by the Board of Directors of the Bank under Section 159(1) of the Companies Act, 2017 ("Act") in accordance with the provisions of the Act for a period of three years commencing; from 26th March 2026. The total strength of the Board of Directors of the Bank shall be eight (08) elected directors and the President & CEO of the Bank, will be a deemed Director under section 188(3) of the Companies Act, 2017.

   The retiring Directors namely, Sir Mohammed Anwar Pervez OBE HPk, Lord Zameer M. Choudrey CBE, SI Pk, The Honorable Haider Zameer Choudrey, Mr. Rizwan Pervez, Mr. Muhammad Irfan A. Sheikh, Mr. Tariq Rashid, Ms. Shazia Syed and Mr. Daniel M. Howlett, are eligible for re-election.

   Special Business:

6. To consider and, if thought fit, approve revised "Directors Remuneration Policy", for the Chairman and other Non-Executive Directors, including Independent Directors, as approved and recommended by the Board of Directors of the Bank and in this connection to pass the ordinary resolution as proposed in the statement of Material facts annexed to the Notice.

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

Sd/-

Aqeel Ahmed Nasir Company Secretary & Chief Legal Counsel

1. The Share Transfer Books of the Bank shall remain closed from 20 March 2026 to 26 March 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 the close of the business on 19 March 2026 will be treated in time for the purpose of attending this AGM and for dividend entitlement.

2. A member entitled to attend and vote at this AGM 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 AGM, and must be duly stamped, signed and witnessed.

3. Pursuant to the Companies (Postal Ballot) Regulations, 2018, for the purpose of election of Directors and for any other agenda item subject to the requirements of Section 143 and 144 of the Companies Act, 2017, members will be allowed to exercise their right to vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

4. Any person who seeks to contest the election to the office of a Director, whether he/she is a retiring Director or otherwise, shall file the following with the Company Secretary of the Bank at Secretary's Department, United Bank Limited, Head office 2nd Floor, I. I. Chundrigar Road, Karachi not later than fourteen (14) days before the date of the meeting:

   1. His/her intention to offer him/herself for the election of Directors in terms of Section 159 (3) of the Companies Act, 2017 along with duly signed consent to act as Director under Section 167 of the Companies Act 2017 and certify that he/she is not ineligible to become director of the Bank under any applicable laws, rules and regulations and circulars/directives.

   2. Declaration in respect of being compliant with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria as set out in the Companies Act, 2017 to act as the director of a listed company.

   3. Declaration by independent director(s) in terms of Regulation 6(3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019, wherever applicable.

   4. Undertaking on non-judicial stamp paper that he/she meets the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Directors) Regulations, 2018, wherever applicable.

   5. A questionnaire duly completed, recent photograph, copy of CNIC/Passport and Affidavits to, inter-alia, meet the requirement of State Bank of Pakistan's Corporate Governance Regulatory Framework (CGRF) and the Fit and Proper Test for Appointment of Directors, as contained in Annexures to CGRF.

5. In terms of the criteria prescribed by the State Bank of Pakistan, association of the following person as director is undesirable and against public interest:

   1. A person who is/has been associated with any illegal activity, especially relating to banking business;

   2. A person who is in his individual capacity or a proprietary concern of any partnership firm or any private limited company or any unlisted public company or any listed public company (of which he has been a proprietor, partner, director or shareholder), has been in default of payment of dues owed to any financial institution and/or in default of payment of any taxes;

   3. Has been associated as director and/or chief executive with the corporate bodies who have defaulted in payment of Government duties/taxes etc.; and

   4. Has not sufficient means to discharge his/her financial obligations, if any.

6. 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 AGM 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").

7. 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, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500.

8. Deduction of Withholding Tax on the Amount of Dividend:

   As per the provisions of Section 150 of the Income Tax Ordinance, 2001 ("Ordinance"), different rates are prescribed for deduction of withholding tax on the amount of dividend paid by the companies. The current withholding tax rates are as under:

   1. For filers of income tax returns: 15.00%

   2. For non-filers of income tax returns: 30.00%

   To enable UBL to make tax deduction on the amount of cash dividend @15.00% instead of 30.00%, all the shareholders whose names are not entered/appearing into the Active Taxpayers List (ATL) provided on the website of the Federal Board of Revenue ("FBR"), despite the fact that they are filers, are advised to make sure that their names are entered/appearing into ATL before the date of issuance of Dividend Warrants, otherwise tax on their cash dividend will be deducted @ 30.00%.

   The corporate shareholders having CDC account are required to have their National Tax Number (NTN) updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificates to UBL or Bank's Share Registrar and Share Transfer Agent, M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. The shareholders while sending NTN or NTN certificates, as the case may be, must quote company name and their respective Folio numbers.

   As per FBR's clarification letters C.No.1(29) WHT/2006 dated June 30, 2010 and C.No.1(43) DG(WHT)/2008-Vol-II.664 17-R dated May 12, 2015, a valid Exemption Certificate under Section 159 of the Ordinance is mandatory to claim exemption of withholding tax under Clause 47(B) of Part-IV of Second Schedule to the Ordinance. Those who fall in the category mentioned in above Clause must provide valid Tax Exemption Certificate to our Registrar and Share Transfer Agent, otherwise tax will be deducted on dividend amount as per rates prescribed in Section 150 of the Ordinance.

   For shareholders holding their shares jointly as per the clarification issued by the FBR, withholding tax will be determined separately on "Filer/Non-Filer" status of principal shareholder as well as joint-holder(s) based on their shareholding proportions. Therefore, all shareholders who hold shares jointly are required to provide shareholding proportions of principal shareholder and Joint-holder(s) in respect of shares held by them to the Registrar and Share Transfer Agent in writing as follows:

   Folio/CDC Account No.	Total Shares	Principal Shareholder		Joint Shareholder
   		Name and CNIC No.	Shareholding Proportion (No. of Shares)	Name and CNIC No.	Shareholding Proportion (No. of Shares)

   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: 021-35310190

   Email: sfc@thk.com.pk Web: https://www.thk.com.pk

9. Audited Financial Statements through e-mail and available on Website:

   In pursuant to Section 223(6) of the Companies Act 2017 and SECP S.R.O. 389 (I)/2023 dated March 21, 2023, Annual Report 2025 which includes Auditors' Report along with Audited Financial Statements, Directors' Report, Chairman's Review Report and Notice of Annual General Meeting are being e-mailed to the members who have provided their e-mail addresses. Members are also requested to intimate change (if any) in their registered e-mail addresses to the relevant Participants /Investor Account Services of the CDC/Share Registrar of the Bank (as the case may be) for the aforesaid purpose. Members of the Bank who wish to receive the hard copy of Annual Report are requested to send request to our Share Registrar or Secretary's Department of the Bank.

   The Annual Report of the Bank has also been uploaded on the website of the Bank which can be downloaded from the following weblink or QR enabled code, given on the top right of this notice.

   https://ubldigital.com/Investor-Relations/Financial-Statements

10. Participation of Shareholders through Online Facility

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

    The shareholders will be able to login and participate in the AGM 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 09:00 a.m. on 26 March 2026 enabling the participants to join the proceedings which will start at 9:30 a.m. sharp.

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

    Email address: general.meeting@ubl.com.pk

    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 Shareholderes	CNIC No.	Folio No. / CDC Account No.	Cell No.	Email address

11. Consent for Video Link Facility:

    Members can attend and participate in the AGM 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 AGM.

    The Bank will intimate members regarding venue of video-link facility at least five (5) days before the date of the AGM along with complete information necessary to enable them to get an 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

1. E-Voting:

   The members of United Bank Limited ("the Bank") are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification dated December 05, 2022, 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 United Bank Limited will be allowed to exercise their right to vote through electronic voting facility and voting by post for the special business in its AGM to be held on 26 March 2026 at 9:30 a.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://www.ubldigital.com/Investor-Relations/Stock-Information

   Procedure for E - Voting:

   1. 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 the close of business of 19 March 2026.

   2. The web address, 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).

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

   4. E-Voting lines will start from 23 March 2026, 09:00 a.m. and shall close on 25 March 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 13th Floor UBL Building, Jinnah Avenue, Blue Area, Islamabad or email at general.meeting@ubl.com.pk before 17:00 on Wednesday, 25 March 2026. The signature on the ballot paper shall match with the signature on CNIC.

2. Appointment of Scrutinizer:

   The Bank has appointed M/s. PKF F.R.A.N.T.S, Chartered Accountants, 16/II, N Lane, Commercial Avenue, Phase IV, DHA, Karachi as Scrutinizer in compliance with regulation 11 of the Companies (Postal Ballot) Regulations, 2018 are a renowned firm of Chartered Accountants which has extensive experience in managing the voting process in terms of above regulations.

3. Prohibition on distribution of Gifts:

   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 17 March 2025.

4. 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.

5. Submission of Bank Mandate with International Bank Account Number (IBAN) for payment of Cash Dividend Electronically into the Bank Accounts of the Shareholders (Mandatory Requirement)

   In pursuance of Section 242 of the Companies Act, 2017, it is mandatory for all listed companies to pay dividend only by way of electronic mode, directly into the bank accounts of entitled shareholders.

   Keeping in view the same, all cash dividends, will be directly transferred in bank accounts of the registered shareholders. In order to enable us to follow the directives of the regulators in regard to payment of divided through electronic mode only, the members are requested to please provide/update their bank account details, if not already provided/updated, on the bank mandate form available on the below given link.

   https://www.ubldigital.com/Portals/0/InvestorRelation/Bank%20Mandate%20Form.pdf

   For any query/difficulty/information, the members may contact the Bank'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: 021-35310190

   Email: sfc@thk.com.pk Web: www.thk.com.pk

   The shareholders who hold shares in CDC are requested to submit the above mentioned Dividend Mandate Form, duly filled-in, to the relevant Broker/Participants/Investor Account Services of the CDC where member's CDC account is being dealt.

   The shareholders who hold physical shares are also requested to submit IBAN (bank account number) as per the above mentioned Dividend Mandate Form, duly filled-in, to our Share Registrar namely THK Associates (Pvt.) Limited in order to directly credit their dividends in their respective bank accounts.

6. Zakat Declaration:

   That pursuant to the Zakat and Ushr Ordinance, 1980 read with the Zakat (Collection and Refund) Rules, 1981, UBL is required to deduct zakat from dividend(s) and to deposit the same with the relevant Authority.

   To avail an exemption from said deduction, the shareholder(s) are advised to provide a duly executed declaration form i.e. CZ-50, with respect to faith and fiqh, at least 30 days prior to the first day of Ramzan.

   UBL, in any case, bears no legal responsibility/obligation or any financial liability whatsoever in this regard.

7. 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.

8. 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 further information or clarification, please feel free to contact THK Associates (PVT) Ltd. on Tel: # 021-35310191-93 or email at sfc@thk.com.pk

This statement of material facts pertains to the special business to be transacted at the Annual General Meeting of United Bank Limited ("Bank"), to be held on 26 March 2026.

Notice of 67th Annual General Meeting of United Bank Limited

"RESOLVED that the revised "Directors Remuneration Policy" for the Chairman and other Non-Executive Directors, including Independent Directors, as approved and recommended by the Board of Directors of the Bank, in its meeting held on 18 December 2025, be and is hereby confirmed and approved on post facto basis".

The amended Directors' Remuneration Policy of the Bank has been placed at the Registered Office of the Bank which can be inspected during the business hours on any working day from the date of publication of this Notice of AGM till the day before AGM.

The Board of Directors of UBL has approved and recommended the revised version of Directors Remuneration Policy in its meeting held on 18 December, 2025. Revisions have been made in line with the market conditions and applicable regulatory instructions. The revised policy is placed on the website of UBL at below appended link.

https://www.ubldigital.com/Investor-Relations/Stock-Information

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