Legal Opinion regarding election of Chairman and Vice-Chairman.

Mr. Z

Address….

Dear Sir,

Re: Legal Opinion regarding election of Chairman and Vice-Chairman.

We refer to your letter Ref. …………… dated 25 September 2007 and your letter Ref: ……………. dated 01 October 2007 and our letter dated 30 September 2007 on the above subject.

From perusal of your letter, it appears that you require our legal opinion on the following issue:

Query:

Whether, according to the laws of Bangladesh, the Board of Directors of Progressive Life Insurance Company Ltd. (“Progressive”), a public limited company may elect the Chairman and the Vice-Chairman of the Board of Directors from the Nominated Directors representing Group “A” shareholders (Sponsors)?

Opinion:

Upon perusal of Article 100 of the Articles of Association of Progressive, it appears that, the article contains the procedure for the appointment of Nominated Directors of Progressive. The characteristics of the Nominated Director of Progressive are identical to those of an Alternate Director, as described in Section 101 of the Companies Act 1994. Therefore, a Nominated Director is in fact an Alternate Director.

There are no restrictions under the Companies Act 1994 or any other relevant laws restraining the appointment of an Alternate Director as the Chairman or the Vice-Chairman of the Board of Directors of a Company. Moreover, appointment of the Chairman and the Vice-Chairman of the board of directors is governed by the Articles of Association of a Company.

Therefore, the Board of Directors of Progressive, in accordance with Article 112 and 113 of the Articles of Association of Progressive, may elect a Chairman and Vice-Chairman of the Board from amongst the Nominated Directors representing Group “A” shareholders.

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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