Dated: 1st June 2024
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
ARTNATURE BANGLADESH LTD.
Notice is hereby given to all members of the Board of Directors of ARTNATURE BANGLADESH LTD. that a Meeting of Board of Directors of the Company will be held on 23rd June 2024 at 10.00 A. M. at its registered office at Lot No. C16, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh to consider the following agenda:
To confirm the minutes of the last Board Meeting.
To consider and approve the proposal for increasing the paid-up capital of the company.
To consider the issuance of new shares and the proportion of allotment to the existing shareholders.
Any other matters with the permission of the Chair.
All members of the Board of Directors are requested to attend the meeting.
🗸
_________________
Takanori Hagiwara
Managing Director
ARTNATURE BANGLADESH LTD.
Copy to: All members of the Board
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
ARTNATURE BANGLADESH LTD.
The Board Meeting of ARTNATURE BANGLADESH LTD. was held on 23rd June 2024 at 10.00 A. M. at its registered office at Lot No. C16, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh
The following Director/Persons were presented:
Sl.
No.
Name
Designation
Signature
01
Yoshikata Igarashi
(Nominee Director of ARTNATURE INC)
Chairman
🗸
02
Takanori Hagiwara
(Nominee Director of ARTNATURE MANUFACTURING PHILIPPINES INC.)
Managing Director
🗸
Mr. Yoshikata Igarashi, the chairman of the Company presided over the meeting.
Being satisfied with the attendance required for a quorum for holding of Board Meeting the Chairman called the meeting to order.
Proceeding:
The notice of the meeting was read out and the agenda was taken up for consideration:
Agenda No- 01. To discuss and consider the Minutes of the last Board Meeting:
The minutes of the last Board Meeting were read out and approved unanimously.
Agenda No- 02. To consider and approve the proposal for increasing the paid-up capital of the company:
The Chairperson informed the Board that the company needs to increase the paid-up capital to support the company's short-term and long-term capital requirements. After discussion, it was unanimously:
"RESOLVED THAT, pursuant to the provisions of the Companies Act, 1994, and subject to the approval of the shareholders of the company and any other regulatory authorities as may be required, the paid-up capital of the company be and is hereby increased from BDT 26,60,00,000/- to BDT- 107,33,00,000/- by increasing paid-up capital BDT. 80,73,00,000/- issuing 80,73,000 ordinary shares of Tk. 100/- each."
Agenda No- 03. To consider the issuance of new shares and the proportion of allotment to the existing shareholders as per the rules of Share Capital Increase in accordance with The Companies Act 1994, Section 155 (1):
The Board considered the issuance of new shares and the proportion of allotment to the existing shareholders. After discussion, it was unanimously:
"RESOLVED THAT, the ordinary shares be issued to the existing shareholders in the proportion of their current shareholding, as per the provisions of the Articles of Association of the company and in accordance with the rules of Share Capital Increase as per The Companies Act 1994, Section 155 (1), and the Rights offer will be made to the existing shareholders of the company as under:”
Right offer:
Name of shareholder’s
Existing shares
No of shares of Right offer of Taka 100 each
ARTNATURE INC
Represented By: Mr. Yoshikata Igarashi
79,92,270
79,92,27,000
ARTNATURE MANUFACTURING PHILIPPINES INC.
Represented By: Mr. Hisayuki Kawazoe
80,730
80,73,000
Total
80,73,000
80,73,00,000
After allotment, the shareholding position will be as follows:
Name of shareholder’s
Total existing shares after allotment
ARTNATURE INC
Represented By: Mr. Yoshikata Igarashi
1,07,06,400
ARTNATURE MANUFACTURING PHILIPPINES INC.
Represented By: Mr. Hisayuki Kawazoe
26,600
Total
1,07,33,000
Agenda No- 04. Any other matters with the permission of the Chair:
There being no other business to transact, the Meeting ended with vote of thanks to the Chair.
√
_____________________
Yoshikata Igarashi
Chairman of the Company