To Be Passed at the ... Annual General Meeting
(Under Agenda No. 5)
Notice is hereby given that the 74th Annual General Meeting ("AGM") of [Company Name] will be held on 30 December 2025 at 10:00 A.M. (BST) at the Company's Corporate Office, Gulshan-2, Dhaka-1212, Bangladesh, and through a virtual platform, to transact the following business and, if thought fit, to pass the following Special Resolution(s), with or without modification:
Agenda No. 5
Proposal for the 5th Amendment to the Memorandum of Association (MOA)
To consider and, if deemed appropriate, approve the 5th Amendment to the Memorandum of Association of [Company Name] by inserting new sub-clauses under Clause 3 (Objects Clause) authorizing the Company to provide corporate guarantees, financial support, and related securities on behalf of its subsidiaries, affiliates, associates, and joint venture entities in furtherance of the Group's business interests and strategic objectives.
The Chairman informed the members that the Board of Directors, at its [01/2025-26] meeting held on [Date], 2025, reviewed and recommended the proposed amendment to the Memorandum of Association to align the company's constitutional documents with its current and future business requirements.
The proposed amendments were circulated among the members prior to the meeting. Thereafter, the company secretary read out the following special resolution:
SPECIAL RESOLUTION
RESOLVED THAT, pursuant to the provisions of the Companies Act, 1994; the Memorandum and Articles of Association of [Company Name]; and the resolution passed at the [01/2025-26] Meeting of the Board of Directors held on [Date], 2025, and subject to all applicable regulatory approvals, the shareholders of the Company hereby approve the insertion of new Sub-Clause Nos. ● and ● after existing Sub-Clause Nos. [●] and [●], respectively, under Clause 3 of the Memorandum of Association of the Company, as follows:
To provide guarantees, corporate guarantees, indemnities, comfort letters, or other forms of financial support in connection with any loan, credit facility, financing arrangement, or other obligations obtained by the Company or any of its subsidiaries, affiliates, associates, or joint venture entities from banks, financial institutions, lenders, or other financing sources in Bangladesh or abroad, whether or not such support confers a direct benefit upon the Company.
To secure any such loan, financing arrangement, or obligation by creating mortgages, charges, liens, pledges, hypothecations, or any other form of security over the Company's assets, properties, undertakings, investments, or shares, whether movable or immovable, present or future, for the obligations of the Company or any of its subsidiaries, affiliates, associates, or joint venture entities.
FURTHER RESOLVED THAT:
a) The foregoing resolution shall be and is hereby adopted as a special resolution at the annual general meeting of the company.
b) All necessary filings, submissions, and registrations required under the Companies Act, 1994, and any other applicable laws, rules, regulations, or directives be made and completed accordingly.
c) The Chairman or any Director of the Company is and is hereby authorized to execute and sign all necessary documents, including any Letter of Authority, and [Name of CEO], Chief Executive Officer of [Company Name], is and is hereby authorized to appoint any representative of the Company to undertake and complete all formalities relating to the said 5th Amendment.
d) Any director of the company or the company secretary be and is hereby authorized to issue, certify, and provide extracts of this resolution and to do all such acts, deeds, matters, and things as may be necessary or expedient for giving effect to this resolution.
All shareholders and members of the Board of Directors are requested to attend the Annual General Meeting accordingly.
By Order of the Board
...............................................
Company Secretary
[Company Name]
Date: _____________, 2025
Circulated To:
All Shareholders and Members of the Board of Directors
[Company Name]
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