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News Release - 27 Sep 2000
News Release - 27 Sep 2000
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United Overseas Bank Limited
(Incorporated In The Republic Of Singapore)
Ordinary Resolutions Passed At The Extraordinary
General Meeting Held On 27 September 2000
United Overseas Bank Limited wishes to announce that all the Ordinary
Resolutions proposed at the Extraordinary General Meeting held on the
27th day of September 2000 have been passed.
I, Vivien Chan, Secretary of the above-mentioned Company, hereby certify
that at the Extraordinary General Meeting of the above-named Company duly
convened and held at the Penthouse, 61st Storey, UOB Plaza 1, 80 Raffles
Place, Singapore 048624 on the 27th day of September 2000, the following
Ordinary Resolutions were duly passed:
Ordinary Resolution 1
Proposed Share Exchange
THAT:
| 1. |
approval be and is hereby given for the
sale (the "Proposed Share Exchange") by United Investments Limited
("UIL"), a wholly-owned subsidiary of the Company, of 30,000,000 ordinary
shares of $1.00 each in the capital of UOB Securities Pte Ltd ("UOBS")
held by UIL to UOB-Kay Hian Holdings Limited ("UOB-Kay Hian") in consideration
for the allotment and issue of 285,537,809 new ordinary shares of
$0.10 each in the capital of UOB-Kay Hian and on the terms and conditions
of the Share Exchange Agreement dated 1 September 2000 made between
(1) UIL, as vendor, and (2) UOB-Kay Hian, as purchaser; and |
| 2. |
the Directors and each of them
be and are hereby authorised and empowered to complete and to do all
such acts and things, including executing any document and amending
or modifying the terms of any document, as they may consider necessary,
desirable or expedient in connection with or for the purposes of giving
full effect to this Resolution as they shall think fit in the interests
of the Company. |
Ordinary Resolution 2
Proposed Transfer Of Overseas Stockbroking Interests
THAT:
| 1. |
approval be and is hereby given for the sale (the "Proposed
Transfer of Overseas Stockbroking Interests") to UOB-Kay Hian of: |
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(a) |
45,000,000 ordinary shares of RM1.00 each
in the capital of Affin-UOB Holdings Sdn Bhd held by UIL; |
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(b) |
82,500 ordinary shares of HK$100 each in
the capital of United Mok Ying Kie Limited held by UOB Asia (Hong
Kong) Limited, a wholly-owned subsidiary of the Company; |
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(c) |
2,500,000 ordinary shares of Baht100 each
in the capital of UOB Securities (Thailand) Co. Ltd. held by UIL; |
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(d) |
750,000 ordinary shares of Pesos100 each
in the capital of UOB Securities (Philippines), Inc. held by UIL;
and |
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(e) |
9,350 ordinary shares of Rp1,000,000 each
in the capital of PT UOBB Securities held by PT United Overseas Bank
Bali, 80 per cent of the issued share capital of which is held by
the Company; |
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and on the terms and conditions of the Merger
Agreement dated 28 March 2000, as supplemented and amended by the
letter agreement dated 12 May 2000 and the supplemental agreement
dated 28 August 2000, made between (1) the Company, (2) UIL, (3) UOBS
and (4) Kay Hian Holdings Limited; and |
| 2. |
the Directors and each of them be and are
hereby authorised and empowered to complete and to do all such acts
and things, including executing any documents and amending or modifying
the terms of any document, as they may consider necessary, desirable
or expedient in connection with or for the purposes of giving full
effect to this Resolution as they shall think fit in the interests
of the Company. |
Mrs Vivien Chan
Secretary
Dated this 27th day of September 2000
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