Dated: 10th July 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 1st August 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 discuss and approve the allotment of 80,73,000 ordinary shares of Tk. 100 each raised through Right Issue: and,
Any other matters with the permission of the Chair.
All members of the Board of Directors are requested to attend the meeting.
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________________
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 1st August 2024 at 10.00A. 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
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02
Takanori Hagiwara
(Nominee Director of ARTNATURE MANUFACTURING PHILIPPINES INC.)
Managing Director
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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 discuss and approve the allotment of 80,73,000 ordinary shares of Tk. 100 each raised through Right Issue:
The Chairman informed that about the decision of the meeting of the Board of Directors of the company held on 23rd June 2024 regarding the proposal of an increase of paid-up capital of Tk. 80,73,00,000 divided into 80,73,000 ordinary shares of Tk. 100 each of the company and served notice for right offer of shares to all shareholders on 25th June 2024.
Hence, Mr. Hisayuki Kawazoe, representative of ARTNATURE MANUFACTURING PHILIPPINES INC., with written notice declined to purchase the offered 80,730 ordinary shares and has expressed no objection to offering these 80,730 ordinary shares, to the other shareholders of the Company.
On the other hand, Mr. Yoshikata Igarashi, representative of ARTNATURE INC, has provided written notice accepting the purchase of the offered 79,92,270 ordinary shares and has also expressed interest in purchasing the remaining 80,730 ordinary shares if no one else is willing to purchase those.
"RESOLVED THAT the allotment of 80,73,000 ordinary shares of Tk. 100 each to ARTNATURE INC, represented by Mr. Yoshikata Igarashi, by way of purchase, is hereby approved and accepted."
After allotment, the shareholding position will be as follows:
Name of shareholder’s
Total existing shares before allotment
Total existing shares after allotment
ARTNATURE INC
Represented By: Mr. Yoshikata Igarashi
26,33,400
1,07,06,400
ARTNATURE MANUFACTURING PHILIPPINES INC.
Represented By: Mr. Hisayuki Kawazoe
26,600
26,600
Total
26,60,000
1,07,33,000
After further discussion, it was accepted unanimously:
"RESOLVED THAT, return of Allotment for 80,73,000 ordinary shares of Tk 100 each in the Company as approved above to be filed with the Registrar of Joint Stock Companies of Bangladesh within the stipulated time framed by the Companies Act, 1994 and Directors of the Company is duly authorized by the Board to complete the necessary formalities under the Companies Act, 1994 and thus to issue the share certificate to the respective shareholders.”
Agenda No- 03. 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.
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_____________________
Yoshikata Igarashi
Chairman of the Company