NOTICE OF 62ND ANNUAL GENERAL MEETING

Notice is hereby given that the 62nd Annual General Meeting could be withheld.

(“AGM”) of the Shareholders of United Bank Limited (the “Bank” or “UBL”) will be held on Wednesday, 31 March 2021 at 11:00 a.m. at registered office, UBL Building, Jinnah Avenue, Islamabad to transact the following business:

Ordinary Business:

1. To confirm the minutes of the 61st Annual General Meeting held on 25 March 2020.

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 31 December 2020 together with the Directors’ Report and Auditors’ Reports thereon.

3. To consider and, if thought fit, approve and declare as recommended by the Board of Directors, final cash dividend at the rate of Rs. 9.50 per share i.e. 95%, in addition to 25% interim cash dividend already declared/paid for the year ended 31 December 2020.

4. To consider and, if thought fit, appoint 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 External Auditor namely, M/s. A.F. Ferguson & Company, Chartered Accountants have consented to be so appointed and the Board of Directors has recommended its appointment. Special Business:

You are therefore requested to submit a copy of your 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.

1. 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)

All shareholders of the Bank are hereby informed that under the provisions of Section 242 of the Companies Act, 2017, all listed companies including UBL are required to pay cash dividends declared on or after January 2018 only through electronic mode directly into the designated bank accounts of the entitled shareholders. Therefore, under the new law, physical dividend warrants are not being issued to the shareholders.

In view of foregoing, all the shareholders are again requested to provide their Bank Mandate details including International Bank Account Number (IBAN) along with copy of valid CNIC at the earliest. In case of non-provision of Dividend Mandate, cash dividend(s) could be withheld according to SECP directives.

For providing Dividend Mandate details to CDC/Registrar and Share Transfer Agent, the Form placed on Bank’s website and is enclosed with this Notice may be used. The link to get the said Form is as under: https://www.ubldigital.com/Portals/0/InvestorRelation/Bank%20 Mandate%20Form.pdf

1. To consider and, if thought fit, approve/ratify the amount of remuneration paid to the Non-Executive Directors including In this connection, CDC shareholders may submit their Dividend independent Directors of the Bank for attending the Board and/or Mandate details to their investor account services or their brokers Committees meetings and in that connection to pass the Ordinary where shares are placed electronically. In case of physical holding, Resolution as proposed in the Statement of Material facts the shareholders are requested to submit their bank mandate annexed to Notice. details to the Registrar and Share Transfer Agent of the Bank at the following address.

2. To transact any other business with the permission of the Chairman. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, Karachi, By order of the Board D.H.A. Phase VII, Karachi-75500. 10 March 2021 Aqeel Ahmed Nasir UAN # 021-111-000-322 Company Secretary & Fax # 021-35310191 Chief Legal Counsel

Dividend Mandate Form

Statement of Material Facts covering the above mentioned Special Business, as required under Section 134(3) of the I Mr. / Mrs. __ S/o, D/o, W/o,______ Companies Act, 2017 has been circulated to the shareholders I hereby authorize United Bank Limited to send / directly credit cash along with the Notice of Annual General Meeting. dividends declared by it, in my bank account as detailed below:

NOTES:

1. 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.

1. 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 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. 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”).

It is stated that the above-mentioned information is correct and I will intimate any changes in the above-mentioned information to the Registrar and Share Transfer Agent of the Bank and / or Central Depository Company (“CDC”) as soon as any change occurs.

___(Signature of shareholder) KINDLY NOTE: COMPANY COULD WITHHOLD THE PAYMENT OF DIVIDEND OF A MEMBER WHERE THE MEMBER HAS NOT PROVIDED THE COMPLETE INFORMATION OR DOCUMENTS AS SPECIFIED.

1. 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.

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 shares in physical form are requested to submit the above-mentioned Dividend Mandate Form, duly filled-in, to Company’s Registrar and Share Transfer Agent, as mentioned below:

5. 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:

M/s THK Associates (Pvt.) Limited

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

(a) For filers of income tax returns: 15.00% (b) For non-filers of income tax returns: 30.00%

For any query, you may please contact on Tel # 021-111-000-322 or email us at [email protected]

To enable the Bank to make tax deduction on the amount of cash dividend @ 15.00% instead of 30.00%, all the shareholders whose names are not entered 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 into ATL before the date of issuance of Dividend Warrants, otherwise tax on their cash dividend will be deducted @ 30.00%.

8. 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 Company at its registered office at least seven (7) days prior to date of the AGM.

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 the Bank 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.

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 access 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 ___________.

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.

____Signature of the Member

9. Participation of Shareholders through Online Facility:

The shareholders are encouraged to participate in the AGM through an online platform/ facility being provided in the shape of webinar/webex. The shareholders will be able to login and participate in the AGM proceedings through their smartphones or computer devices from their homes or any convenient location after completing all the formalities required for the verification and identification of the shareholders.

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:

The login facility will be opened at 10:30 a.m. on 31 March, 2021 enabling the participants to join the proceedings which will start at 11:00 a.m. sharp

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

The shareholders interested in attending the 62nd AGM of UBL through webinar/webex 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: [email protected]

The shareholders are requested to provide the information as per the below format. The link to the webinar/ webex will be sent to the shareholders on the email address provided in the below table:

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: [email protected] Web: www.thk.com.pk

S. Name of the Email CNIC No. Folio No. Cell No. No. Shareholder address

The shareholders are also encouraged to send their comments and suggestions, related to the agenda items of the AGM, to the Company Secretary at the above mentioned email address.

6. Urgent Provision of Valid CNIC Copy (Mandatory) Company Secretary at the above mentioned email address. In pursuance with the SECP’s Notification No. SRO.831 (I)/2012 of 10.Placement of Financial Statements on Website: July 05, 2012, SECP has directed all listed companies to mention CNIC numbers of the registered members on the dividend The financial statements of the Bank for the year ended December warrants. Corporate entities are requested to provide NTNs. 31, 2020 along with reports have been placed on the website of Please note that in case of non-availability of valid copy of CNIC in the Bank: respect of members having physical shareholding, their dividends https://ubldigital.com/Investor-Relations/Financial-Statements

62

31

10

P K