LEGAL OPINION REGARDING RETIREMENT OF DIRECTORS IN THE 9TH AGM OF Bank 1.

Mr. Z

Address….

Dear Sir,

RE:     LEGAL OPINION REGARDING RETIREMENT OF DIRECTORS IN THE 9TH AGM OF Bank 1.

We refer to your letter being No. ……………… dated February 26, 2008 on the above subject.

From perusal of our letter it appears that the 9th AGM of Bank 1 (“the Bank”) is going to be held on March 30, 2007.

The Board of Directors of the Bank used to consist of 13 Directors. But one of the Directors resigned from the Board in the month of September 2007. Since then the Board has been functioning with 12 Directors.

In the circumstances stated above you require our legal opinion as to how many directors will be required to retire in the upcoming 9th AGM of the Bank.

OUR OPINION:

Article 106 of the Articles of Association of the Bank states as follows:

“106. At the first Ordinary General Meeting of the Company all the Directors shall retire from office. At the Ordinary General Meeting in every subsequent year one-third (1/3rd) of Directors for the time being (other than the Chairman and the Managing Director) or, if their number is not multiple of three (3), then the number nearest to one-third shall retire from office.

In case of the Bank, at present the Board of Directors consists of 12 Directors, which is a multiple of three (3).

According to the provisions of Articles of Association as stated above, 4 directors (i.e. 1/3 of 12 directors) have to retire in the 9th AGM.

If you have any further inquiries, please do not hesitate to contact us.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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