United Commercial Bank : Notice of the 41st Annual General Meeting (2024)

Share

NOTICE OF THE 41ST ANNUAL GENERAL MEETING

Notice is hereby given to the Members of the Bank that the 41st Annual General Meeting (AGM) of United Commercial Bank PLC will be held on Sunday, June 30, 2024, at 3.00 PM virtually by using Digital Platform through the link https://ucbplc41.agm.watch/ in accordance with the BSEC's Order no. BSEC/ICAD/SRIC/2024/318/87 dated March

27,2024 to transact the following businesses:

AGENDA

ORDINARY BUSINESS

1. To receive, consider and adopt the Directors' Report, Auditor's Report along with the Audited Financial Statements of the Bank for the year ended December 31, 2023.
2. To declare Dividend for the year ended December 31, 2023 as recommended by the Board of Directors.
3. To elect/re-elect Directors of the Bank.
4. To approve the appointment of the Independent Directors of the Bank.
5. To appoint Statutory Auditors of the Bank for the term until the conclusion of the next AGM and fix up the remuneration for the year 2024.
6. To appoint a Corporate Governance Compliance Auditor for the year 2024 and fix their remuneration.

SPECIAL BUSINESS

1. To increase the Authorized Capital of United Commercial Bank PLC. from Tk.1500,00,00,000 (Fifteen Hundred Crore) divided into 150,00,00,000 (One Hundred Fifty Crore) ordinary shares of Taka 10.00 (Taka Ten) each to BDT 2500,00,00,000 (Twenty-Five Hundred Crore) divided into 250,00,00,000 (Two Hundred Fifty Crore) ordinary shares of Taka 10.00 (Taka Ten) each and accordingly the amendments in the Memorandum and Articles of Association of the Bank subject to the approval of the shareholders and the regulatory bodies.

Proposed Special Resolution:

Resolved that the Authorized Capital of United Commercial Bank PLC be increased from Tk.1500,00,00,000 (Fifteen Hundred Crore) divided into 150,00,00,000 (One Hundred Fifty Crore) ordinary shares of Taka 10.00 (Taka Ten) each to BDT 2500,00,00,000 (Twenty-Five Hundred Crore) divided into 250,00,00,000 (Two Hundred Fifty Crore) ordinary shares of Taka 10.00 (Taka Ten) each and accordingly the following amendments in the relevant clauses be made in the Memorandum and Articles of Association of the Bank.

(i) Amendment of Clause 'VI' of the Memorandum of Association:

(ii) Amendment of Article '4' under the head of CAPITAL of the Articles of Association

1. The unsubscribed portion of the public issue from Group 'C' shall be subscribed by the Sponsor/Directors (i.e.Group 'A' shareholders) in proportion to his/her

present shareholding.

Dated: Dhaka

June 06, 2024

Notes:

1. The 'Record Date' in lieu of Book Closure was fixed on Thursday, May 23, 2024, for the entitlement of 5% Cash
   Dividend.
2. The 'Record Date' in lieu of Book Closure was fixed on Monday, June 03, 2024, for the entitlement of 5% Stock
   Dividend in accordance with the direction of BSEC/CI/ CPLC(Public)-1108/2024/147 dated May 23, 2024 issued under Section-2CC of the Securities and Exchange Ordinance, 1969.
3. Members, whose names appeared in the Member Register of the Bank or in the Central Depository Bangladesh Limited (CDBL) on the Record Date i.e. 23.05.2024 (Thursday) which was declared by the Board of Directors of the

Notice are being sent in Digital Form to the Members' registered e-mail address linked with their respective BO ID as on record date.

1. 1. The members, who don't have an e-mail address linked with their BO ID, are requested to send their respective e-mail address to bsd@ucb.com.bd to enable us to send the e-Annual Report 2023 or can download the same by scanning the QR Code given.
      III. Members, who want to collect the printed copy of the Annual Report-2023 from the Company Secretariat of the Bank, are requested to inform us in writing.
      iv. The Annual Report is also available on the Bank's website whitch is linked with the websites of both Dhaka Stock Exchange PLC and Chittagong Stock Exchange PLC.
2. The concerned Brokerage Houses were requested to provide us with a statement with the details (Shareholders' name, BO ID number client-wise shareholding position) of their margin account holders (if any) who hold UCB shares, as on the 'Record Date' along with the name of the contact person in this connection, to the Company Secretariat of the Bank on or before May 30, 2024.

Share