Notice of extra Ordinary General Meeting

Dated: ……………..

NOTICE OF EXTRA ORDINARY GENERAL MEETING OF

THE MEMBERS OF X SWEATERS LIMITED

Notice is hereby given to all members that an Extra-Ordinary General Meeting of the members of X Sweaters Limited will be held on 19.10.2005 at House No. 2, Road No. 16, Sector No. 4, Uttara Dhaka, at 10-30 a.m., to transact the following business and if deem fit to adopt the following resolutions as Special Resolution:

PROPOSED SPECIAL RESOLUTION

It is proposed that the following new sub-clause numbered as “16A” be inserted after the existing sub-clause “16” of the object clause (clause-III) of the Memorandum of Association:

“16A.   To borrow from any person, bank or Company or raise or secure the payment of money by mortgage or by stock, perpetual or otherwise or in such other manner as the Company shall think fit and for the purposes as aforesaid to charge all or any of the Company’s properties and assets both present and future including its uncalled capital and collaterally or further to secure any securities of the Company by a trust deed or any other assurances and to mortgage the property(s) and assets of the Company as security for loan(s) and/or any credit facility(s) to be given to the Company and/or to any associate Company(s) and/or sister concern(s) and/or third party(s) and also to stand surety and to give guarantee securing liability(s) of such associate Company(s) and/or sister concern(s) and/or third party(s).”

By the order of the Board

_____________________

Company Secretary

MINUTES OF THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF X SWEATERS LIMITED HELD ON 19.10.2005 AT HOUSE NO. 2, ROAD NO. 16, SECTOR 4, UTTARA, DHAKA, AT 10-30 A.M.

Following members attended the Meeting:

Name of Directors Signature

Mr. ___________________________________ presided over the meeting. There being quorum for holding the Extra-Ordinary General Meeting, the Chairman called the Meeting to order. The Chairman read the Notice of the Meeting and invited the members to discuss on the proposed special resolution for amendment of object clause of the Memorandum of Association of the Company. After due deliberations the following resolution was passed unanimously as Special Resolution:

RESOLVED that the following new sub-clause numbered as “16A” be and is hereby inserted after the existing sub-clause “16” of the object clause (clause-III) of the Memorandum of Association:

“16A.   To borrow from any person, bank or Company or raise or secure the payment of money by mortgage or by stock, perpetual or otherwise or in such other manner as the Company shall think fit and for the purposes as aforesaid to charge all or any of the Company’s properties and assets both present and future including its uncalled capital and collaterally or further to secure any securities of the Company by a trust deed or any other assurances and to mortgage the property(s) and assets of the Company as security for loan(s) and/or any credit facility(s) to be given to the Company and/or to any associate Company(s) and/or sister concern(s) and/or third party(s) and also to stand surety and to give guarantee securing liability(s) of such associate Company(s) and/or sister concern(s) and/or third party(s).”

RESOLVED FURTHER that this amendment shall be incorporated in and become integral part of the Memorandum of Association of the Company and the amended Memorandum of Association of the Company incorporating the above amendments be and is hereby adopted as the Memorandum of Association of the Company.

RESOLVED FURTHER that a copy of this resolution be filed with the office of the Registrar, Joint Stock Companies.

RESOLVED FURTHER that necessary application be filed in the High Court Division of the Supreme Court of Bangladesh for confirmation of the aforesaid amendment.

As there was no business to be transacted the meeting ended with a vote of thanks to the Chair.

____________________

Chairman

Drafted by:

 For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.
www.lawyersnjurists.com

s