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News Release - 28 Sep 2001
News Release - 28 Sep 2001
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Joint Announcement By United Overseas Bank
Limited And Overseas Union Bank Limited
Towards A Smooth Integration Of UOB And
OUB
Issued in Singapore on 28 September 2001
Integration Steering Committee
We are pleased to announce that following the successful completion of UOB's
bid for OUB which has been accepted by an overwhelming 98.46% majority of
OUB shareholders, we have set up an Integration Steering Committee at UOB
board level, chaired by Mr Wee Cho Yaw and comprising Messrs Lee Hee Seng,
Wee Ee Cheong and Koh Beng Seng. The Committee will set strategic directions,
formulate policies and make all major decisions regarding the integration
process.
The Committee will be assisted by consultants Accenture (for integration
and rationalisation of the IT platforms and systems) and Towers Perrin (for
human resource issues). The consultants will work closely with senior executives
of UOB and OUB at the working group level.
Dr Lien Ying Chow Appointed Honorary Life Counsellor
We are also delighted to announce that Dr Lien Ying Chow has kindly consented
to be the Honorary Life Counsellor of the Combined Group.
Mr Wee Cho Yaw Assumes Post Of CEO Of OUB
Mr Wee Cho Yaw has been appointed Chief Executive Officer of OUB with
effect from 1 October 2001 while Mr Lee Hee Seng remains as Chairman of
the OUB Board.
Pursuant to Section 153 of the Companies Act, EGMs will be convened to
obtain shareholders' approval for the appointments of Mr Wee and Mr Lee
to the Boards of OUB and UOB respectively. Following their appointments
to the respective boards, Mr Lee will retire as Chairman of OUB, and Mr
Wee will become the Chairman in his place. Mr Lee will then be appointed
as Senior Deputy Chairman of OUB and UOB.
Other Changes At Board Level
As indicated in the joint announcement of the takeover on 29 June 2001,
all OUB directors have been invited to join the UOB Board. The UOB Board
will be enlarged by the inclusion of Mrs Margaret Lien and Messrs Lee Hee
Seng, Tan Kok Quan, Lim Pin, Ngiam Tong Dow and Ng Boon Yew. Dr Andrew Chew,
a director of OUB, had earlier indicated that he would not be able to join
the UOB Board because of his other commitments.
The OUB Board will be enlarged to include Messrs Wee Cho Yaw, Wee Ee
Cheong, Koh Beng Seng and Cham Tao Soon.
When the board appointments are fully implemented, the top management
teams of UOB and OUB will be as follows:
| Wee Cho Yaw |
: |
Chairman of the Board and Chief Executive Officer; |
| Lee Hee Seng |
: |
Senior Deputy Chairman; |
| Wee Ee Cheong |
: |
Deputy Chairman and President; and |
| Koh Beng Seng |
: |
Deputy President |
UOB Board Committees
Mr Lee Hee Seng will be appointed to the Executive Committee, Nominating
Committee, and Compensation Committee of UOB as soon as shareholders'
approval has been obtained for his appointment as director of UOB.
Mr Ngiam Tong Dow has been appointed to the Executive Committee.
Mr Philip Yeo and Professor Lim Pin have been appointed to the Compensation
Committee.
Mr Wee Ee Cheong and Mr Tan Kok Quan have been appointed to the Audit
Committee.
Mr Koh Beng Seng has stepped down from the Nominating Committee.
OUB Board Committees
Mr Wee Cho Yaw will be appointed as the Chairman of the Executive Committee
and a member of the Nominating Committee and Compensation Committee as
soon as shareholders' approval has been obtained for his appointment as
director of OUB.
Messrs Wee Ee Cheong and Koh Beng Seng will be appointed to the Executive
Committee of OUB. Professor Lim Pin will step down from the Executive
Committee.
Mr Lee Hee Seng will step down from the Audit Committee of OUB. Professor
Lim Pin and Dr Cham Tao Soon will be appointed to the Audit Committee
of OUB with the former as chairman of the Audit Committee in place of
Mr Tan Kok Quan who remains a member of the committee.
Dr Cham Tao Soon will be appointed to the Compensation Committee.
Retirement Of Mr Peter Seah
Mr Peter Seah, Director, Vice Chairman and Chief Executive Officer of
OUB, has decided to retire to pursue other interests. He will step down
as Director, Vice Chairman and CEO of OUB on 30 September 2001. The OUB
Board has accepted his decision with deepest regret. Mr Peter Seah has
served OUB with distinction for 24 years, the last 10 of which was as
Chief Executive Officer. OUB wishes to place on record its sincere appreciation
to Mr Peter Seah for his able management of the OUB Group and wishes him
success in his future endeavours.
UOB regrets that Mr Peter Seah is not joining the Combined Group and wishes
him all the very best.
Reorganisation And Restructuring Of The Combined
Group
Notice has been served, under Section 215 of the Companies Act, on the
remaining OUB shareholders who have not accepted UOB's Offer as at the
close of the Offer, to compulsorily acquire their shares. When the compulsory
acquisition is completed, OUB will become a wholly-owned subsidiary of
UOB.
During the next six to 12 months, we will reorganise and restructure the
companies within the Combined Group for maximum business and capital efficiencies.
In line with our determination to reduce costs by discarding unnecessary
duplication, our priority will be to merge all overseas operations as
well as support functions of the two banks.
We assure all UOB and OUB customers that their interests remain paramount
and service levels will not be compromised throughout the entire integration
and rationalisation process. The management and staff of Singapore's largest
banking group will ensure that every customer continues to receive the
highest quality services.
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