List of License & Certificate

Board Of Inwestrnent Prime Minister's Office Dated: 10.01.2016 Memo no.03.23 1. 161.00.0 O.tZO.ZOtt. S y't lanagingDirector Bengal Brands Management Bangladesh Ltd. House # 55, Road # 4lA, Jigatola, Dhanmondi, Dhaka-1205, Sub: Dear Sir, i,rv'iih iefei'ence io'your leitei- Caied on i7.12.2C15 cn ihe abc,,,e subriect, I arn Ci:-ecteC tc !nfc.:-n:;,cu that the Board of Investment has been pleased to amend registration of your project in the following manner:- All other terms & conditions in the registration No. ( No. J-552013114411-H) which was communicated to you vide this Board's Memo no.03.231.161.00.00.120.2013.169, dated 07.tt.zor3 and amendment Memo no.03.231.161.00.00.120.20t3.t40,dated 30.04.2015 shail remain unchanged. Thanking you, Yours faithfully, ,a !9.-..- -i;*D) 'tL (Ireen Farzana) Deputy Director (R&i- l/Ind) CL.P Dated; .01.2016 Nurul Hayat Totul) Assistant (R&i-1lInd) As per Registration and amended Column # 3 : Type of Industry: Column # 3 : Type of Industry: Restaurants, bars and canteens Restaurants and canteens Memo no.03.231. 161.00.00. 120.2013. Copy to: Board of Investment, Prime Minister's office, Jiban Bima Tower, 10 Dilkusha c/A, Dhaka-1000, Bangladesh. Phone : PABX 88-02-956 7476, g57 7271-2, Fax: 88-02-956 2312, E-mail i service@boi.oov.hrl . ,''@ L. Chai;';-nan, ilaiior.;al Boeid cf F.evenus, Segunb: 2. Chief Controller of Imports & Exports, 11i-113, 3. Director (iM), Board of Investment, Dhaka, 4. Master file. IE@_ll BANGLADESE Dhaka. ffi Issue No. .?O g OL-gg rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz :lz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz rlz 7[-z$-4{7N7N7NZs7rs-zNZ<Z\-Zs71l]i7r<7N-4sZi71i]s-4s71sZSZ(71S71i71i7fi _r.lz_ \lZ Sz :lz- _{Z :r- :|z- :lz- Sz 7N 7N :le 7N :lz :lz. 7rs :r- -rl4 :|z- :fz. -\lZ Certificate of Incorporation 7rl :Z _rlz- :lz )( Nn c-107262 /,13 )i< :r- :lZ 7N 4\ :Z }l/- 4\ -rlz- :14 ;ii I hereby certify that Bensal..Brands.....e......,r...r... ;il r.lz -rlz- ,i< ......Matngertent..Baagladesfi.. Ltd-...............:..... it )( ,i( -{z- -:!-e -/N 4\ rlu -{z ?i( Zs )< is this day incorporated under the Companies Act (Act XVIII) of )i( )i! 1gg4 and that the Company is Limited. )i( -rl4 :14 zi 4\ :lz 4\ :lZ -rlz- :Z :la 7gr- _rlz_ -rlz- -rlz- 7S z( :lZ :lz ,4\ Given under my hand at..................Dhaka......................... )i1 )i( this.....Seven.th.. ...........day of......F&ruery.... )i( _rlz_ _rlz- Registrar of Joint Stock Companies & Firms, Bangladesh. :lz -rlz- 7N 7r( :lz i[ " "k* )K )< )( >i... X )i( )i< )i< )... )< )< )< )i< )i< )i< )i( )i( )i( )i< )i<',K i,[ .l.s.c.-34 R.C.P.-l(X)i/()6- I 8009 Conr-(FF30.(XX) copies. (Cl- I 6) 2006. 6leT'{S [.$i - - -"&;;!2.., ffi"-'; li il Covernnrent of the lreoplc,s Rcpublic of llanglaclesh l\iational lloard of Revcntic Taxpayer's Id en tifi cat io n Nr"r nrber (TIN) certilr c^t e 'l.IlY : 33.28I62852t),t , is a Ilegistclcri 'itxplr,cr ti1 1{iumpun.v) . 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Orx,gqgl {rfi ' * c"fl$t+ts aiar : fn-qE qpt , *"re {&r{I i ursl ri*tr?*'*-*s':DrsiR'u-la' x.t q.gqtiqur+o{r{{frr<lft+) Fru-t'r sl-sr --, ry.tmq,T{rs{ l+ : lcao ws$6 : :*" :flt{r<I66-{ ; boo o EnE "":^ : ggc sooe E'{ft a.{.s : do qrr.ns*& o-oo q-ffi I cgbc.oo qE GgEfltmq.fi cffifi{ \ro f,{ q{, 2022 +rt'g ,'f.tro itl*"' ',FJ ';"""'i:F lH rytr:roi e Rsrta {otEEEeIT{ +-*+#r Form-02 ffi Serial No.47EPX Government of the People's Republic of Bangladesh Department of Patents, Designs & Trademarks Certificate of Registration of Trademark Trademarks Act, 2009, Section 2O(2', TrademarkNo. 174719 Date: 29/A4/201,4 Certified that the Trademark of which a representation is annexed hereto has been registered in the name of Internationn{ Coffee &, {ea, LLC, 1945 Soutfr La (ienega cBoufevard f,os fl"ngefes, CALIFOWIA 90034, Onited States af America. I rDe{aware Lirnitel Lia6i[it1 Com?ary. Manufacturers anl gvlercfiants. in class 30 under No. 174719 as of the date ZSIo+/ZAH in respect of Eoods in C[ass 30 inctu"[ing, f{avore[ sfiafos, incfiding coffee, crtocofate, vanif{a, caramef and tea andfruit-\ase[ sfia|gs, an[ milgs for *afriog tfre same. ICE BLEI{DED t? V/hole of Barrgtaoesl, Dhaka Judge, Courl Chamber: Roonr No.225, I sl F loo, Zalred Plara, Gulshan-2, Dhale t4obile:01728294767 Sealed at my direction this ..., , . ,1,ir, .,i. . ..... i\l' rrrLir.... . {*Ld Sanowart{ossain) Registrar of Trademarks. Registration is tiven for 7 years, from the above-mentioned date and may then be renewed for a period of 10 years, and also at the expiration of each period of 10 yeart thereafter (See Section 22 of the Trademarks Act, 2009). This certificate is not for use in legal proceeding or for obtaining registration abroad. Note: Upon any change of ownership of this Trade Mark, or change in address, application should at once be made to Registrar D. STRA.trrr. tSL for the change. ffi ffinny-t' :v/ 4?t \p;=89 Government 6f the People's Republic of Bangladesh Office of the Chief €ontroller of lmports and Exports lmport Registration Certificate (lRC) I[ultinational TRC N6: This is to certify that until further orders Bengal Brands Management Bangladesh Ltd, Address: House-55, Road-41A, Dhanmondi, Dhaka-1209 is hereby registered as a Multinational lmporter of Office of the Chief Controller of lmports and Exports under the jurisdiction of Office of the Controller of lmpor.ts and Exports, Dhaka with following terms and conditions. 3. Nominated Bank Name & Branch : Commerrial Bank Of Cylon, Gulshan Company's Partieulars: 1. E.TIN 2. Previous IRC No 4. lmport Slab 5. Fi$t lssue Date 6. Valid up to 7. Last Updated Date Terms & eondition: : 3398162852O4 : BA 101566 : Above 5,00,00,000 : 03 March, 2014 :30June,202O l 28 September, 2019 2. 1 This Registration eertifieate will have to be renewed every financial year. Prohibited goods cannot be imported and in the case of controlled I restricted goods, all the terms and conditions of the import policy order should be maintained properly. Mofiz l Sarder Ex€culr've Offic€r Office of the Controller of lmports and Exports; Dhaka National Sports Council (NSC) Tower, 62/3, Levet-1"4, Purana Paltan, Dhaka-1000. , Without any permission of the Chief Controller of lmports & Exports or any other officer authorized by him, This "' Registration Certificate cannot be transferred. , lf any lmporter, Exporter & lndentor violates any provisions of the lmporters, Exporters & lndentors =' (Registration) Order, 198L or any other laws, the registration may be suspended or cancelled. . Any kind of fraud, forgery and misdeclaration is punishable under ICT Act, 2006 and in such cases the "' registration may be suspended or cancelled by the Authority.. . The authority reserves the right to cancel the registration certificate at any time without assigning any reason b' whatsoever.- N.B: This is a system generated certificate requires no manual signature. GOVERNMIIN'I' OIi '['IID P[iOPI,E,'S RIIPUBI,IC OF BANGI,ADIiSIT National Board of Revenue Incomc-l.ar \\'ing I N COi\'lE't'AX Cl, l{'l'If ICA'l' E 1. Assessee's Name l" l"atlre r's Narne 3. Permanent/Register Address 4. Present/Business Address 5. Stetus (r" l'ar ;)u\,er's ldcntitic:rtion Nunrber(e- IIN) 7. llusiness Identificltion Number ( ltlN) lierrgal Brautls Managenrent Banglatlesh L{tl. Not applicable llouse # 55, Rond # 4A, Dhanmondi, Dhaka- I 209. llouse # ll7, Road # 11A (CM), G ulshan Ayenue, Dhak:r-I 2I 2. (Jonrpanl. 339tt 1628 S20:llCircle-l 56 Not applicable 'I'his is to certify that Bengal Brands Management Bangladesh Ltd. is an] assessee company of Taxes Circle-156, Taxes Zone-8, Dhaka. The Company ha! submitted income tax return showing net sales Tk. 3,80,9218941- and tax payment Tk.l 2,29,8991- for the assessment year 2018-2019 for the income year ended at 30 Septemberl 2417. I 'I'he assessment of the company is under process for the assessment year 2A18-Z0lg. nn \t,1 rn ( Allutltlin .ll{rnrctl ) / Deputy Commissiorer of Taxes Taxes Circle- 156(Companies) 'faxes Zone-8rDhaka. Phone-9587407 r* \oq{' -t.tl?f&s r l#9^ e^d' ,\ .t+ ,'\l{H THE COMPANIES AGT, 1994 (ACT Xvlll oF 1994) A PRIVATE LIMITED BY SHARES MEMORANDUM ARTICLES OF ASSOCIATION OF & BENGAL BRAN DS MSIffiqEMENT BANGLADESFh'hff&'" ? -! lt. ilt. THE COMPANIES ACT XVIII OF 1994 (ACT XVilr OF 1ee4) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BENGAL BRANDS MANAGEMENT BANGLADESH LTD. The name of the Company is Bengal brands management Bangladesh LTD. The registered office of the Company shall be situated in Bangladesh. The objects for which the company is established are all or any of the following (all the objects will be implemented after obtaining necessary permission from the GovernmenUconcerned authority/competent authority before commencement of business): 1 To carry on the business of trading, buy, sell, exporters, importers, marketing, distributors, stockiest, merchants, wholesalers, retailers, buyers, manufacturers, general order suppliers and dealers in general merchandise, commodities, articles and goods all description whatsoever. 2 To carry on the business of Restaurant, Chinese Restaurant, Caf6, Hotel, Motel, Cottage, Catering, Refreshment Room and Lodging House all kinds, Sports House, lndoor Games such as carom, Chess, Table Tennis, Golf, Billiard, Badminton, Swimming pool, Gymnasium, Caterers for public Amusements, Hair dressers, perfumes, independentlv or with foreiqn collaboration. 3 To carry on the business as service, marketing and goods any products. 4 To carry on the brisiness and to establish with the modem equipment of modem computer business seryer , sound receiving system by the lnterment sound sending system by the lnterment , with all sorts of interment and same nature of business which is applicable in near future 9' z6}.. -tr 5 To carry on the business of local and interriEltidfiblEbLSer Services independently or with foreiqn Collaboration. %rli*,tv*" b To carry on the business of Bus Service and any ifffi?'sort of transport 2 {il ") ry /"ld ryF/L> vaxr$ r-C.+aE a\ l$GD- ed t^ ir* /'\I*m / tv. V. The liability of the members of the company is limited by shares. The Authorized share capital of the company is TK 110000000 (Eleven crore) divided into 1 1000000(Eteven Lac) ordinary shares of raka 10 (Ten) each with power to increase or reduce the capitat and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repaymeni of capital, ioting or otherwise or to consolidate or sub - divide the shares. /f> ;sh' e-d '^ ,l* /'\I* .ruoi?t ca@r+ crrqlmr<.rrtt-+ '^ --l - **:;w-Af' /\V 4\ %ffir TITFT business. or to act, as business, managing a, selling, stevedores, for the benefit of To attain the business objectives company may@ joint-venture, take over or Amargamate with any other company and also to take Loans from Bank/other Financial institutions in slch a rnanner as may company thinks fit. To mortgage the property and assets or ftre cornpany as securities for loans andlor any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilitie; and/or third party. ] 7 8 I f T We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names. SL No. Name Position No. of shares taken Signature of subscribers 1 Entity Name: BENGAL BRANDS MANAGEMENT PTE. LTD. Represented By : RIFAT SHEHALA RAHMAN Address : 80 ROBINSON ROAD, 02-00, SINGAPORE 068898 Share Holder 9999 ( Nine Thousand Nine Hundred Ninety Nine shares) 2 NAME : ASIF HUSAIN CHOUDHURY Father's Name . Afzal Husain Choudhury Mother's Name : Salma Choudhury Address : House no - 55, Road no- 4a, Dhanmondi, Dhaka Date of birth : 23-Jun-75 E-mail: nurul.absar@shebanet, net Phone :02-9661173 TIN : 183-100-9748 NID/Passport No . 26916431 1303 Nationality . Bangladeshi Director 1 (one shares) Witnesses 1 Name : MD ALOMGIR HOSSAIN Address : House No -55, Road No -4a, Dhanmondi, Dhaka Phone : 0 NID :2698877366537 Witnesses 2 Name: MD. HABIBUR RAHMAN Address : House no-55, Road no-4A, Dhanmondi, Dhaka Phone . 0 NID :2694259572359 il) /.4..\ % W A, ,6G}^ e^@ '_ E"' ,\I / 4 csi@rmZflr#t ! lS?' e^d I '.2,t /'vl* THE COMPANIES ACT, 1994 (ACT XVlil OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF PRELIMINARY 1. The regulations contained in the schedule- 1 of the companies Act 1994 shall apply to this company with respect to such provisions as are applicable to a private limited company, so for only as they are not negative or modified by or are not contained in the following articles or any other articles that may from time to time be framed by the company. INTERPRETATION 2. ln these Articles "Act" means the companies Act 1994 (Act xviii of 1994 and any statutory modification or reenactment thereof for the time being in force; "Breker" means Breker capital Pte. Limited (Registration No 200912958D) a company incorporated under the laws of Singapore with its registered office at 80 Robinson Road - 02-00, singapore 06889g and its associates; "cBM' means ceylon Brand Management pte. Ltd. (Registration No. 2010265882) a company incorporated under the laws of Singapore with its registered office at 85 Circular Road, -03-01, Singapore A49437; "BBM" means Bengal Brand Management pte. Ltd. (Registration No 200912958D) a company incorporated under the laws of Singapore with its registered office at 80, Robinson Road, -02- 00, Singapore 068898 "CBTL means Coffee Bean and Tea Leaf; 3. "Reserved has the meaning given to the term in Article 82 below; Board Matter" Reserved'has the meaning given to the term in Article 57 below; shareholder 'Matter" "seal" means the common seal of the company; "Secretary" means any person appointed to perform the duties of a secretary of the company; "SGD" means Singapore dollars; BDT means Bangladesh Taka "SHA" means the shareholders' into between CBM Breaker dated 27 August 201 modified or supplemented from time to time "sha Bengal Brand Management Bangladesh Ltd, and I 5 -I F G VAG| --t ''.,J" - '\ilry Choudhury and "Sharehotder' means any one of them; "Shares" means ordinary shares of the company; 4. Capitalized terms used herein and not otherwise defined have the meaning given them, if any, in the SHA, Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, words or expressions contained in these Articles shall be interpreted in accordance with the provisions of the lnterpretation Act, and of the Act as in force at the date at which these Articles become binding or the company, PRIVATE COMPANY 5. The company is a private company and accordingly: A) The right to transfer shares in the company shall be restricted in the manner hereinafter appearing) and B) The number of members of the company (counting jointly holders of shares as one person and not counting any person in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company) shall be Iimited to fifty (50). SHARE CAPITAL 6. The authorized share capital of the company is Tk. 110000000 ( Eleven Crore ) divided into 11000000 (Eleven Lac )ordinary shares of TK 10 (Ten ) each with the power to increase or reduce in accordance with the Company's resolution and legislative provisions for the time in force in that behalf and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but subject to the Act, and subject always to provisions of this Articles of Association, shares in the Company may be issued by the directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise. Subject to the Act and subject always to provisions of this Articles of Association, any preference shares may be issued on the terrns that they are or at the options of the Company are liable, to be redeemed. 7. lf at any time the share capital is divided into different cl the rights attached to any class (unless otherwise of issue of the shares of that class) may, whether or not 75% of the issued shares of that class, or with the sancti :rr.rla fi@ra .-E*- is of I being wound up, be varied with the consent in writing of ;#B^ ed 'r_ .l* ,,Mffi 8. resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall m-utatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one{hird of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll, Except that where there is onry one holder of the shares of the class, that sole holder shall constitute the quorum for the meeting of the holders of that class of shares, To every such special resolution section 184 shall with such adaptations as are necessary apply. The rights conferred. Upon the holders of the shares of any class issueo iarith preferred or other rights shall, unless otherurrise expressly provided by the terms of issue of further shares ranking equally therewith. The company may exercise the powers of paying commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10% price at which the shares in respect whereof the same is paid are rssued or an amount equal to 10% of that price (as the case may be). Such commission may be satisfied by the payment of cash or the ailotment of fully or parfly paid shares or partly in one way and partly in the other. The company-may also on any issue of shares pay such brokerage as may be lawful. subject to and in accordance with the provisions of the Act, the company may think fit and in the manner prescribed by the Act, 9. 1O.Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the companyshall not be bound by or be compelled in any way to recognize (even when having notice thereof) any eqitatild, contingent, future or partial interest in any share or unit of a share or ( except only as by these Articles or by law otherwise provided) any other rights in respeciof any share except an absolute right to the entirety thereof in the registered holder, Every person whose na"me is entered as a member in the register of members shall be entitled without payment to receive a certificate under the seat of the company in accordance with the Act. qffi*f SHARE CERTIFICATES 7 = 4nr+' & U@: -r n{-' '\ilw 11. The certificate of title to shares and duplicate thereof whenever necessary shall be issued to the members under the common Seal of the Company and shall be signed jointly by the Managing director and any other Director of the company. if any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on Such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or weaning out) on delivering of the old certificate and on payment of such sum not exceeding Tk. 5.00 as the Directors may from time to time determine- LIEN 12. The company shall have a first and paramount lien on every share (not being a futly paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a single person for all money presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions may of this regulation. The company's lien, if any, on a share shall extend to all dividends payable thereon. 13. The company may sell, in such manner as the directors think fit, any shares on which the company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after €r notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruPtcY. 14.To give effect to any such sale the directors may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. The proceeds of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subjec$o ffilieftfor sums not presently payable as existed upon the sharesSeQffi,$* Wt") he paid to the person entitled to the shares at the date of"4ffi{€ I I /ilr> ' W \ "l* i ''\aw CALL ON SHARES 15.The Directors may from time to time make calls upon the members in respect of any money unpaid on then shares and not by the conditions of allotment thereof mode payable at fixed times, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall ( subject to receiving at least 14 days' notice specifying the time or times and place of payment) pay to the company at the time or times and place so) specified the amount called on his shares. A call may be revoked or postponed as the directors may determine. A call shall be deemed to have been made at the time when the resolution of the directors authorizing the call was passed and may be required to be paid by installments. 16. lf a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding 8% per annum as the Directors may determine, but the directors shall be at liberty to waive payment of that interest wholly or in part, Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of nonpayment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture, or otherwise shall apply as if the sum had become payable by virtue of a call duly made notified. 17. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment. The directors may, if they think fit, receive from any member willing to advance the same all or any part of the money uncalled and unpaid upon any shares held by him and upon all or any part of the money so advanced may (until the same would, but for the advance, become payable) pay interest at such rate not exceeding ( unless the company in general meeting shall otherwise direct) 8% per annum as may be agreed upon between the directors and the member paying the sum in advance, TRANSFER AND TRANSMISSION OF 18. No shareholder shall transfer, sell, encumber, pledge, or otherwise dispose of, whether voluntarily or involuntarily, of its rights, title or interest (Transfer) in or to the shares held by hip i tE :rxS dfisirr .capital a #*-"'' G k@. r, .l* , \Im of the company except with the prior written consent of all the other shareholders or otherurrise in accordance with the provisions of the Articles and this Agreement. Any shareholder ({Transferor}) proposing to transfer any or all of its shares (Transfer Shares) shall give notiCe in writing (Transfer Notice) to the company, offering to sell all lout not less than ali) the Transfer shares to the other shareholders (the continuing shareholders). 19. Every Transfer notice shall specify (a) the number of shares which constitute the Transfer shares; (b) the proposed price per share for the relevant transfer (specified price) and (c) any other material terms of the proposed sale (offer terms), and shall appoint the company as agent of the Transfer in relation to the transfer of the Transfer shares-to the continuing shareholders (in such capacity, Transfer Agent). A Transfer Notice shall be irrevocabre (save with the express approval of the Board) and shall constitute a binding offer by the Transferor to the continuing shareholders at the specified price and on the offer terns, 20. The Transfer Agent shall, within three (3) Business Days of receipt of the Transfer Notice, provide to the continuing snareholders in its capacity as Transfer Agent, a notice containing the offer of the Transferor to the continuing shareholders contained in the Transfer Notice (the offer notice), which shall include the number of Transfer Shares, the specified price, and the offer Terms, Any continuing shareholder may, within the period of thirty (30) Days (aj above) after the date of the offer Notice (Transfer period), give notice to Transfer Agent (purchase notice) if it wishes to purchase all or any of the Transfer shares at the specified price and on the offer Terms 1it any; specified in the Transfer notice (any such coniinuing shareholder, (pu rchasing shareholder). 21. (a) ln the event that there is more than one (1) purchasing shareholder and the number of Transfer shares specified in the purchlse Notice in aggregate exceeds the number of rransfer shares, the Board shall allocate the Transfer Shares, in proportion, as nearly as may be, to the purchasing shareholders holdings of shares as between those purchasing shareholders, provided that no purchasing shareholder shall be allocated mor.g Transfer shares than it agreed to acquire. (b) ln the event that the aggregate number of rransfer shares specified by a purchasing shareholder(s) in the purchase Notices is less than ihe aggregate number of rransfer shares, the offer contained in the 10 Transfer Notice and provided to the continuing shareholders in the offer, sell or transfer the Transfer shares to the Continr$rg/GkeMders in connection with such offer. ,6rB- ed \ ,E* ,'M* 22. ln the event that the number of rransfer Shares specified in the purchase Notices is greater than or equal to the number of rransfer shares, the Transfer Agent shall, within two (2) Business Days of the termination of the Transfer period, provide to each purchasing shareholder a notice containing the number of Transfer shares which such purchasing shareholder shall be required to purchase from the Transfer (Acceptance confirmation Notice) and the aggregate purchase price for such Transfer shares due from such purchasing shareholder as determined based on the specified price and the number of Transfer shares to be acquired (Transfer purchase price). 23. Each purchasing shareholder shall, within three (3) Business Days of receipt of an Acceptance Confirmation Notice (or such longer period as the purchasing Shareholder may request provided such period shall not exceed ten (10 Business Days), pay the applicable Transfer purchase price to the Transfer Agent, to be held in escrow by the Transfer Agent pending completion of the transfer of the Transfer shares by the Transfer to the purchasing shareholder. The Transfer Agent shall notify the Transferor promptly upon receipt of the Transfer purchase price. Subject to the provision below, the Transferor shall be bound upon notification by the Transfer Agent of payment by the purchasing shareholder of the Transfer purchase price to transfer immediately the relevant Transfer shares to such purchasing shareholder. The Transfer Agent shall release the Transfer shares to the purchasing shareholder. 24-ln the event the Transferor fails to carry out the transfer of any Transfer shares which it shall have become bound to transfer in accordance with the terms of this Agreement, the company secretary may, with the approval of no less than two (2) Directors and only after the payment of the Transfer purchase price to the Transfer Agent by the purchasing shareholder, execute a transfer of the Transfer Shares to the purchasing Shareholder, register the purchasing shareholder as holder thereof and issue to him a certificate for the same, and there upon the purchasing shareholder shall become indefeasibly entitled to those Transfer Shares. 25. The Transferor shall in such case be bound to deliver up his certificate for those Transfer shares, and on such delivery shall be entifled to receive the Transfer purchase price, without interest, from the company and if such certificate shall companies any shares which he has not become bound to transfer as aforesaid, the Transfer Agent shall issue to him a balance certificate for such shares. lf (i) ql received by the Transfer Agent within the Trafls aggregate number of Transfer shares; or (iii) thr& ce rs part of the Transferor, the purchase of any 11 i (ii) the It on the ,#G?- e^d r. ,tr* ,'\il* 26. Transfer shares in respect of which any purchase Notice has been given shall not be completed within ten (10) Business Days of the date of the Acceptance Confirmation Notice, in each case, the Transferor period, be at liberty to sell and transfer such Transfer Shares to any person at not less than the specified price per share and upon the offer Terms in the Transfer Notice provided always that any third party buyer shall not be registered as a shareholder unless it executes a deed of notification and accession, 27. Any person becoming entitled to a share in consequence of the liquidation of a member may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the shares by that member before his liquidation. lf the person so becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. lf he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. 28. All the limitations, restrictions, and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the liquidation of the member had not occurred mid the notice or transfer were a transfer signed by that member. Where the registered holder of any share is in liquidation, the liquidation shall, upon the production of such evidence as may from time to time be properly required by the directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meeting of the company, or to voting, or otherwise), as the registered holder would have been entitled to if he had not gone into liquidation. 29. ISSUE OF SHARES The company shall not issue any new shares or any securities convertible into shares unless the proposed issuance is in accordance with the equity financing parameters approved in the Business plan or the proposed issuance has been approved in general meeting as a$eserved sJrareholder matter. All new issues of shares or any securities cor#ef,ple--iljtdshares by the company must be offered for subscription in th?$rflfist"h$trifice to the shareholders in the proportion of their respective 6ra#mh6+Sihgs in the t2 =! .dS',- fr^d r- l/* ,'\{m company, unless otherwise agreed by all the shareholders in writing. The company shall issue a notice in writing to all shareholders of its intention to issue new shares or securities convertible into shares and the notice shall stipulate the aggregate number of shares to be issued, the price per share and the proposed use of the proceeds (pre-Emptive Rights Offer). 30. Any shareholder who wishes to accept, in whole or in part, its pro rata share of pre-emptive Rights Offer, together with such additional shares as a shareholder desires to purchase in the event that the other shareholder does not elect to accept its full pro rata share of the pre- emptive Rights Offer shall notify the company of its decisions within thirty (30) Days of receipt of the pre-Emptive Rights Offer (Acceptance NoticeO, An Acceptance Notice once issued shall be irrevocable. lf an Acceptance Notice is not received within the prescribed time set out in Article 35, then the balance shares or securities convertible into shares not accepted shall be offered to the other accepting shareholders who will have an additional ten (10) Days to accept the same. 31" After the expiration of the offer period(s) mentioned in Article 35 and article 36, the company shall have the right, for a period of ninety (90) Days thereafter, to offer the shares not subscribed for by any of the shareholders to other investors at a price per share and on terms no more favorable to such investors than as set forth in the pre-emptive Rights Offer, provided that each of those investors subscribing for such shares agrees to execute and deliver to the other shareholder and the company a deed of accession and ratification, 32. Tag-Along Rights if any shareholder ( selling shareholder) sells, transfers or otherwise disposes of shares which in aggregate amount to more than forty per cent (40%) of the total number of shares in the company to any third party (Tag-Along purchaser), the other shareholder(s) (other shareholder(s) shall have the right to require the selling shareholder to procure that the Tag-Along purchaser purchases all of the shares held by such other shareholder(s) on terms no less favorable than those offered for such shares held by the selling shareholder(s). 'if the Tag-Along purchaser declines or is unable to purchase the shares of the other shareholder (s) but the selling shareholder still wishes to transfer all its shares to the Tag-Along purchaser, the selling shareholder shall have t$-= purchase the shares of the H 33. Other shareholder(s) on the same terms as those shareholder by the Tag-Along purchaser or party to purchase the shares of the other sha selling third 13 6 ..i? -t /tr' e^d t' 'I'*- , ''\lsm selling shareholder shall not be entitled to proceed with the Transfer to the Tag-Along purchaser. This right shall be exercised by the other shareholder(s) within fourteen (14) Days from the date of the receipt of the Transfer Notice issued pursuant to Article 23. For the avoidance of doubt, the provisions of Articles 22 to 30 shall not apply to a transfer of shares by the other shareholder(s) upon the exercise of the rights as provided in Article 31, provided always that any proposed transfer by any existing shareholder as contemplated in Article 22 shall be subject to the provisions of Articles 22 to 30. FORFEITURE, SURRENDER AND LIEN 34. lf a member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of the call or installment remains unpaid serye a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued. The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment requited by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. 35. lf the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit. 36. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all money which, at the date of forfeiture, was payable by him to the company in respect of the shares (together with interest at the rate of B% per annum from the date of, forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of such interest), but his liability_ shall cease if and when the company receives payment in full of all su of the shares. A statutory declaration in writing director or the secretary of the company, and in isa the company has been duly fofeited on a date stated in the 'ation, 14 rffio"^6;/- ,4 T{sriicat(Em^ .^. N v & {En ls'" e^d' r v-- i\d 37. Shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The company may receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favor of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall not be the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the share. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms payable by virtue of a call duly made and notified. GENERAL MEETING 38. An annual general meeting of the company shall be held in accordance with the provisions of the Act. All general meeting other than the annual general meeting shall be called extraordinary general meetings. Any shareholder rnay convene an extra-ordinary general meeting and extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitions as provided by the Act. Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, 14 days' notice at the least ( exclusive of the day on which the notice is served or deemed to be seryed, but inclusive of the day for which notice is given) specifying the place. 39, The day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the company. All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance-sheets, and the report of the directors and auditors, the election of directors in the place of those retiring, and the appointment and fixing of the remuneration of the auditors, QUORUM (AGM) 40. 2 (two) members present in person and qualified to$olffiql ffirm a Quorum in any general meeting. Whenever the BoardQf plre$$;Sthink it necessary, it may call a General Meeting, whether #$$ffidextra- /2:) 15 x<ot?i c+@q ^tr' G Ao I -r* ,'- / \{w ordinary at such time (subject to the provisions of section 84 of the Act) and place as the Board thinks fit, QUORUM (Board Meeting) 41. 2 (two) members present in person and qualified to vote shall form a Quorum in any general meeting. Whenever the Board of Directors think it necessary, it may call a General Meeting, whenever ordinary of extra- ordinary at such time (subject to the provisions of section g4) and place as the Board thinks fit. (75%) at the holder Matter is to be determined shall be passed by wag#[ PROCEEDING AT GENERAL MEETING No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. The quorum for generar meetings of the company (including adjourned meetings) shall be two (2) members comprising -ggtV ano Asif Husain choudhury present in present in person or by pro*y provided that if the quorum is not met within half an hour of the time appointed for the general meeting, the meeting may be adjourned to the same day the followirig week at the same time and prace. or such other date, time ahd place as riay be agreed. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he is not present within 15 minutes jfter the time appointed for the holding of the meeting or is unwilling to act, the members present shall elect one of their number to be chairman of the meeting. 43. Subject to any rights or restrictions for the time being attached to any class or classes of shares, at meetings of members or classes of members, each member entifled to vote may vote in person or by proxy or by attorney and on a poll every membbr present in person or by proxy or by attorney or other duly authorized representative shall have one vote for each share he holds. Subject to applicable law, all matters decided at the generar meetings will require a simple majority of affirmative votes by shareholders present and voting at the meeiing'and all votes shall be passed by way of poll and eaih shareholder shall have one (1) vote for every share held by it. 44. Unless a higher threshold is required by applicablg law_all shareholder Matters shall require a sev"ntv - fft /ffit majority of affirmative votes by shareholders pr"""fu&ffi#g meeting and all votes at any meeting where a Resh$tffi 16 each ,6G}^ fr^d ., y'* /"Mm shareholder have one (1)vote for every share held by it For so long as the company is the sole legal and beneficial owner of the shares in the subsidiary, the Reserved shareholder Matters in respect of the subsidiary shall be a matter determined as a Reserved Board Matter by the Board of the company. The following are Reserved shareholder Matters, 45. (a) any issue of shares (or securities convertible into shares) other than an issue of shares to Calamander and Breker in the proportions; (b) approval of any Business plan ; (c) any appointment or termination of the senior Executives; (d) any distribution of profits by way of dividend, capitalization of reserves or otherwise; (e) any material acquisitions, disposals or joint ventures and material for these purposes means any acquisition, disposal representing 50% of the net assets of the company or the subsidiary and in respect of joint ventures, where the company or subsidiary will have control; (f) any alterations, variations or changes to the paid up capital; (g) any alteration to the Memorandum and Articles of the company, (h) any merger or reorganization under any insolvency laws or any similar action; (i) the creation of new classes of shares or other forms of shareholding interests; 46. (a) any related party transactions (as defined in Reserved Board Matters) of a value in excess of SGD50,00 or its equivalent in BDT and not confirmed by competitive quotation or not at arm s length commercial terms and conditions; (k) the allocation of stock as options or the introduction of any share scheme for employees or directors; (l) undertaking any material reorganization or recapitalization; (m) the appointment or termination of auditors; (n) the entry into any contract or commitment (capital expenditure, lease et) in excess of SGD1,000,000 or its equivalent in BDT; (o) the creation or issue of any mortgage, debenture, lien (other than a lien arising by operation of law or in the ordinary course of business) or charge on all or in the ordinary course of business) or changes in the nature or scope of the business as carried on from time to time or the commencement of any new business not being ancillary or incidental to the Business. 47. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid no objection shall be raised to the q except at the meeting or adjourned meeting at which given or tendered, and every vote not disallowed at valid for all purposes, Any such objection made in due to the chairman of the meeting, whose decision be 'referred t7 of anv voter to is ^6F e^d t- ^/- ,\l conclusive. The instrument appointing a proxy shail be in writing, in the common or usual form, under the hand of the appointer or of his-attorney duly authorized in writing or, if the appointer is a'corporation, either under seal or under the hand of an officer or attorney duly auihorized. A pro*y *uy but need not be a member of the company. 48. The instrument appointing a proxy shall be deemed to confer, authority to demand or join in demanding a poll. Where it is desired to afford members, an opportunity oT voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit l/we of being a member/members of the above named company, hereby appoint of or failing him, of as my/our proxy to vote for me/us on my/our behalf at the annual/ extraordinary general meeting of the company, to be herd on the day of 20 and at any adjournment ihereof. Signed this day of 20 this form is to be used in favoi of the resolution. Against Strike out whichever is not desired [unless otherwise instructed, the proxy may vote as the thinks fit.l 49. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a materially certifieO clpy of that power or authority shall be deposited at the registered office- of the company, or at such other place in singapore as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in deflult the instrument of proxy shall not be treated as valid, A vote given in accordance with the terms of an instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, 50. lf no intimation in writing of such revocation or transfer as aforesaid has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used. Save u. oih"*ise provided in these Articles, the shareholders may PQSS any resolution by written means in accordance with and subject to the provisions of these Articles and under appllcabte law. Such resolutions in writing shall be valid effective as if it has been passed at a meeting of the shareholders duly convened and held, and may .onii"t of several documents in the like form each signed^ by on" or more shareholders- The expressions in writing and signlo iSrqffiy frriting or signature of any shareholder delivered by fax or erectro"&5:^ffi$,on, 18 51. The shareholders may participate in a general meeting by means of a conference telephone, conference video or other similar communications equipment by which all persons participating in the meeting can hear one another, without the need for a shareholder to be in the physlcat presence of another shareholder or shareholders, and participation in the meeting in this manner shall constitute presence in person at such meeting. A shareholder participating in a meeting in the manner aforesaid shall be counted in the quorum for such meeting. Such a meeting shall be deemed to take place where the largest group of shareholders present for the purpose of the meeting is assembled or, if there is no such group, where the chairman of the meeting is present, where any shareholder is participating in a meeting pursuant to this Article 65, all votes shall be passed by way of a poll and each shareholder shall have one (1) vote for every share held by it. DIREGTORS 52. Unless otherwise determined by the company in general meeting the number of directors shall not be less than 2 (Two) and not more than 10 (Ten). The following persons shall be the first directors of the company unless anyone of them voluntarily resigns the said office or otherwise removed therefrom under the provisions of section 108(1) of the companies Act, 1994. 1 Asif Husain Choudhury 2 Bengal Brands Management PTE Ltd. (Registration No. 2A0912958d) Singapore Nominee Director of Rifat Shehala Rahman 3 Bengal Brands Management PTE Ltd. (Registration No" 200912958d) Singapore Nominee Director of Mr. Roman Scott 4 Bengal Brands Management PTE Ltd. (Registration No. 200g12958d) Singapore Nominee Director of Ms. Vo, Thi Tu Ha) 53. A BBM Nominee Director shall be appointed as the &re Boaro (Chairman) for an initial term of two (2) years. anship of the Board shall be rotated between a BBM Nominee Mr. Asif Husain Choudhury, Sponsor Director of the two (2) 2) /) Atu 19 ;f)' ed t -F* ,r'M* years' While the chairman shall have overall control of the Board meeting, the chairman shall not have any casting vote on any matter to be resolved by the Board. 54' The right of BBM to nominate a directcr to the Board of the company shall include the right to remove such director from office at any time, and to determine from time to time the period during wnicrr such director shall be in office' Whenever a director ceases to hold onice for whatever reason, the shareholder who appointed (or would be entifled to appoint) such director shall have the right to appoint another director in his stead. Every appointment or removal of a director by BBM shall be notified in writing to the other shareholder(s) and the company secretary of the company. The appointment or removal of a director (or the chairman) shall require a simple majority vote and BBM shall exercise their voting iigntr in the company to give effect to such appointment or removal. 55. A director shail be entifled at any time and from time to time to appoint any person to act as his alternate and to terminate the appointment of such person and in that connection the provisions of the'Articles shall be complied with' Such alternate director shalt be entiiled while noroingtffi"" as such to receive notices of meetings of the Board and to attend and vote as a director at any such meeting at which the director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform ail functions of hil appoint or, Further, such alternate director shall be entitled to exercis" tn" vote of the director appointing him at any meeting of the Board ano ir such alternate director represents more than one director, such alternate director shall be entiiled to one (1) vote for every director he represents. 56'The BBM Directors shall not be required to hold any share qualification in the company. The office of director shall become vacant if the director-a) ceases to be a director by virtue of the Act; b) becomes bankrupt or makes any arrangement or composition with his creditors generally; c) becomes prohibited from being a director by reason of any order made'undu, g," n"t; d) becomes disqualified from being a director by virtue of sections 94 of the Act; e) becomes of unsound mind or a person *nor" person or estate is liable to be dealt,with'in any way under tne lrw relating to menial disorder; (f) subject to section 94 of ine Rct, resigns his office by notice in writing to I::_:jyllf 9l:l::re than 6 months"ir un.uni*ithout permission of the directorsfrommeetingsof thedirectorsherddurinErrurvqrPslrlrrDDr(rrrur rttu t' :i'll;1+'$:,::f* Ti trrg company in generar -::lffi:ffi aFv other office of profit under the company except that of r manager or (i) is direcily or indirecfly interested in any 2A .1 ;#"' ed \. E-- ,'\{ ffi , {Gn contract with the company and fails to declare the nature of his manner required by the Act, interest in QUALIFICATION SHARES 58. The qualifications of a Director shall be the holding in his/ her own name at least 1 (One) shares of the nominal value of Tk 101 (Ten) each unless otherwise determined in a general meeting. Unless the board of Director decides otherwise each Director shall receive by way of remuneration clr honorarium a sum not exceeding Tk. 500/- ( five hundred) per meeting attend by him/her and such traveling and other allowances as may be decided by the Board of Directors from time to time. MANAGING DIRECTOR 59. The Directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terns as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke any such appointment. A director so appointed shall not, while holding that office, by subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he ceases from any cause to be a director. A managing director shall, subject to the terms of any agreement entered into in any participation in profits, or partly in one way and partly in another, as the directors may determine. 60. The directors may entrust to and confer upOn a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw alter, or vary all or any of those powers. The directors may from time to time appoint any person to be an associate director and may from time to time cancel any such appointment. The directors may fix, determine and vary the powers, duties and remuneration of any person so appointed, but a person so appointed shall not be required to hold any shares to qualify him for appointment nor have any right to attend or vote at any meeting of directors except by the invitation and with the consent of the directors. POWER AND DUTIES OF BOARD 61. Subject always to Article 57 and Article 82, the bu shall be managed by the directors who may pay all promoting and registering the company, and may exercise of the company as are not by the Act or by these T{drAcdffitr .b 2l lFfrD- e^@- tl .-g* G ,,Mffi exercised by the cornpany in generar meeting, subject, nevertheress, to any of these Arricres, to the piovisions of the Act,"and U;"h"E;i#;r, being not inconsistent with the aforesaid Articres or provisions, as may be prescribed by the. company in general meeting shail invalidate any [rior act of the directors which wouid have been valid rT that regulation had not been made, 62' Subject always to Article 57 and Article 82, the directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property, and uncalled capitar, or "ny part thereof, and to issue debentures and other securities whether ortnght Lr as security for any debt, liabirity, or obrigation of the company or of any third party. The Directors may, from time to time may open or authorize to open any bank account of accounts in the name of the company with any Bank or Banks and to operate upon same and to borrow money for thq purpose of the company with of without security with the prior approval of ihe goaro of Directors The directors may exercise ail the powers of the company in reration to any official sealfor use outside Bangiadesh and in reration to branch registers. 63'.subject always to Article 57 and Article 82, the directors may from time to time by power of attorney appoint any corporation, iirm, or person or body of persons, whether nominated directly or indirectly'by the directors, to be the attorney or attorneys of the company for .r"'h prrposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors under these Articlesl and for such period and subject to such condltions as they may think fit, and any such powers of attorney may contain such provisions for the.proi""tio, and convenience of persons dealing with any such attorney as ihe directors may think fit, and may also authorize any such attorney to deregate ail or uny tr tn"'po*"rr, authorities, and discretions vested in him. 64.The directors shail cause minutes to be made a) of ail appointments of officers or be engaged in the management of the company,s.affairs; b) of names of directors present at ail meetings of the company and of the directors; and c) of a, proceedings at ail rieetings of the company and of the directors' Such minutes shallLe signed ov ir,E .nrirman of thehleting at which the proceedings were heli or nv tnl- chairman of the next succeeding meeting. ' PROCEEDING OF DIRECTORS 65' The directors may meet together for the dispatch of otherwise regulate their meetings as tfrey ifrint< fit. 6 .E and meet quarterly following the preparation of ,.nug"r"ni year-end 22 '2.> 453n- @. / \IW accounts. (a) The quorum for the transaction of business at any meeting of lL::l:.,:i:ljj"L:: (02) dir,e.cto,r, p,"="nt at the time when the rerevant business is transacted, (b) ln tne e-v#iilri' ;';:"Jff #ii:t[:j:.";iil convened cannot be herd for rack of a quorrr,-ir," meeting shail be adjourned to the "1T" t]r? 3nO Oay of the forowing week and at the same place and no notice need be given to the oireciois in reration to such adjourned meeting. 66' The quorum for. the adjourned meeting shall also be two (02) directors present at the time when the rerevani or.in"r, is transacted provided however that if a director 'r *r"?j fr;"t*;"lz; "onr""uiir" rieetings without providing prior notice in writing or sucn'absence, the number of directors present at such adjourned ,"6ting "nrri "on.titute quorum for the purposes of proceeding onry with matte; ;f ;p;;ationar nature to faciritate the continued operation of the company or the subsidiary (as tn" ""." ,ry be) to ensurelhat,the,comprny o,. ir," .rn"iiLrv continues to operate as a going concern but where'.r"r, operationar mitter is a Reserved Board ffl'il,1,?;djourned meetins shair not b;;"iir"d to pass any resorutions 67. The Board may invite such persons to attend the Board meetings as observers from time to time unj frrth"r rt;il;; the financiur "ontroir".. 1o,. equivalent) shall be entitled to attend "u"-h BourJ meeting in his capacity as observer. such observer shail not be entifled to *iu ,qt u"nv gorrd illetings save for; (a) decisions in respect of ReserveJ goaro Matters; or (b) decisions in respect of the forowing . (,) q;;[il"oi rny products offered or :?+ ilfr:i l[if,:.t::;:n''u in s"'nsr'ol';;'iii'quaritv ano uuirJ or uny 68' All questions arising at any meeting or adjourned meeting share be decided by a simpte malgty of votes oy tne oiie"tor.-pr".ent and voting at the meeting and each Director shall be entitled to onJ 1r) vote. The maiters set out in Articre 81 (b) shail be decided sotety Ly tnu'cgM Nominees in their sote discretion within the rimits, "oui." ,"i ;a;;lro operating procedures set by CBTL, subject to the normar- budger ,nJ "*p"nse contrors of the company's Board as approved in the gr"rL"r;r;n." u, ,Tl?,,1?1"#.fl, T#]H.lf"?:y:t ?",,q Matters) shan be approved ;ffi :lt?::'I"l','::^"?",#;I",, jp^:;^",*ir::'J,""':1',;;.i5[** 3ff ixlx'i;,li:ll,?T::.:::lil"r";*1;:,:",:1,:,":iiy*T:'Ifl ',',.? ordinary course of busines.l oi .r,rrg!'"r'Xrr"Jr. .lI l'! "i; i"; ; ;; ; ffi: il ;,"J' 33 B i L? i l # ;i,H'ffil :hT i"I? *'tq IP^"F:g::,r19[]on of u"nvlib"rtories to any in BDT; (b) time to ll? ,ll?:lTl,gl expenses i, "r.u.r" "i .Eij,"o, BDr; (c) the making of any tounr, ,J,7J.;;.";;l;0",r: 'equivalent in person (other Z) vft-<Fsr dvltrT.I I F'[' e^d- 'i. jr-- /'\{m than normal trade credit); (d) the giving of any guarantee, lndemnity or security to secure the liabilities or obligations of any person except in the ordinary course of business; (e) approval of the annual budget, operating plan and annual accounts; 70. (f) the appointment (or removal) of auditors; (g) to institute, withdraw or settle any legal action or proceedings in excess or anticipated; (h) alteration of any bank mandates; (i) to adopt any policy on financial matters such as accounting practices, depreciation practices, dividends and directors fees and remuneration; (i) to adopt the annual accounts or budgets amendment of the accounting policies previously adopted or change financial year of the company; (k) the conclusion, modification or amendment of any matter, agreement or contract between any of the shareholders or between any third party in which a director or shareholder has a pecuniary or beneficial interest whether directly or indirectly through his spouse, child, parent, brother or sister (related party transactions); 71. (l) the entry into any contract or commitment having a value or likely to involve expenditure in excess of SGD50, 000 (its equivalent in BDT) or such other amount as the Board may agree in writing from time to time in any single transaction or in the event of multiple transactions with any one counterparty, an aggregate of the amounts; or (m) any appointment or removal/termination of senior Executive(s) and direct reports to the CEO or third party service provider(s) who individually or in aggregate provide services of a value equal to or exceeding s$100,000 per amount (its equivalent in BDT); or (n) (where and for so long as the company is the sole legal and beneficial owner of shares in the subsidiary), any Reserved shareholder matter of the subsidiary shall be a Reserved Board matter for the Board of the company. 72. Subject to applicable laws, if the board of the subsidiary is unable to agree on any matter affecting the operations and management of the subsidiary (including any Reserved Board Matter) at any single meeting, the matter shall be referred to the Board of the company for determination. Such matter if a Reserved Board Matter shall be determined in accordance with the approval threshold set out in, Article 82 and if the matter cannot be resolved by the Board of the company in three (3) consecutive meetings held to decide upon such matter, then the provisions of Article gg (Deadlock) shall apply. A director shall not vote in respect of any contract or proposed contract with the company in which he is interested or any matter arising there out, and if he does so vote, his vote not be counted. ffi\t 73. The directors may delegate any of their powers to isting of such member or members of their body as they think ittee so formed shall in the exercise of the powers so delegi any or the 24 ) lfn'' ed : ,/* ,'\nm regulations that may be imposed on it by the directors, All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards diicovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them wer,e disqualified, tie as valid as if every such person had been duiy appointed and was qualified to be a director. 74. save as otherurrise provided in this Agreement or applicable laws, a resolution in writing signed by all the DireLtors for the time being lwfro are not prohibited by the law or the relevant Articles from votinj on such resolution) shall be valid and effective as if it has been passed aia meeting of the Directors dury convened and herd, and may consist of severar documents in the like form each signed by one or more Directors. All such resolutions shall, without delay, be fonrrarded or othenruise delivered to the company secretary to be recorded by him in the company,s or subsidiary,s minute book' The expressions in writing and signeo inctuoe any wrigng or signature of any Director delivered by iax or u-ny other form of electronic transmission. 75. The Directors may participate in a meeting of the Board by means of a conference telephone, conference video oi other similar communications equipment by which all persons participating in the meeting can hear one another, without the need for a Director to be in the physiial presence of another Director or Directors, and participation in the meeiing in irris manner shall constitute presence in person gt such meeting. A Direc"tor participating in a meeting in the manner aforesaid shail be.orni*d in the quorum for such meeting, s-uctr a meeting shall be deemed to take place where the largest group of Directors present for the purpose of the meeting is assembled or, if there is no such group, where the chairman of the meeting is present. 76' A deadlock is deemed to arise in any case where : (a) any matter has been considered by a duly quadrate meeting of the Boards'o, i g"n"ral meeting of.the company for which no resolution has been carried at iuch meeting in relation to such matter by reason of an equality of votes for and against any motion dealing wlth it, and no agreement can be reachei bt the shareholders in two'(2) consecutively convened meetings after the first meeting; or (b) a decision is not reached on any Reserved Board Matter or Reserved shareholder matter after three (3) consecutive attempts at a duly quadrates meeting. ln the case of any deadlock, any shprebnrlder qhall be entitled to serve written notice of the deadtock toeaol#crqffihelHn tn" other sharehotders. ,no R,_l#*fl eei#ff. 25 ls'" ' e-d 'l v* /'\Im 77 ' upon the issue of a Deadlock Notice, the shareholder issuing the Deadlock Notice (issuing sharehorder) shail, without pielroi"e to such other and remedies it may have in respect of breaches under this Agreement, oe entitled make an offer to purchase ail the ,huru. herd. 6y the other shareholde(s) (Non-issuing shareh.older(s)) at a price which in tne lssuing shareholders view (acting reasonably und'in gooo faith) ,"pr"r"nt, a fair and reasonable price (Fair price) forine snarei-in the company (Deadlock offer). within thirty (30) Days ot tne making of tne Deadrock ofrer, any Non_ lssuing shareholder will have the right to -either : (a) accept the'oeaotock Offer; or (b) decline the Deadtock Offbr 78' Any Non-lssuing shareholder who declines the Deadlock offer must make a counter offer to purchase all the shares in the shares in the company held pv tne lssuing shgle!9]der (Deadlock counteronerl at a price which is at least ten per cent (10%) above the Fair price loeaoiocr< counteroffei price). lf at the relevant time, there are more than two (2) shareholders and some Non-lssuing shareholders have accepted the Deadiock offer and some Non- lssuing shareholders have declined ihe Deadlock offer, then such declining Non-lssuing shareholders will be deemed to have offered to purchase the shares of the issuing sharehorder and the accepting Non_rssuing shareholder at the Deadlock Counteroffer price. 79' l'f any Non-lssuing shareholder(s) makes the Deadtock Counteroffer, the lssuing shareholder and the Non-lssuing shareholders who accepted the offer of the lssuing shareholder shall ne 6otigeo to sell all its shares to the Non-lssuing shareholder making the Deadlocl Counteroffer shall take within thirty (30) Days of the date of the Deadrocr. counieror"r. 80' The secretary shall in accordance with the Act be appointed by the directors (or such term, at such remuneration, and upon such conditions as they may think it; and any secretary so appointed may b" ,"rored by them. A director may be the secreiary provided that *huru a director is the sole director or the company, be shatj not act or be appointed as the secretary of the company. THE SEAL 81' The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of i committee of the directors authorized by the directors in that behalf, and every instrument to which the seal is affixed shail be signed by a director and srratt nes.oup.qet;gngJ ov the secretary or by a second director or by some other ffrqgr dppoftteo oy the director s for the purpose, =a*,1,]l,ln:*""' 26 {l ^6{s' ed 't. ln ,'\dm ACCOUNTS AND AUDIT DIVIDEND AND RESERVE s5.The"directo::,Ifr^::1Tll:q: any .d.ividend payabte to any member a, 82. The directors shail cause proper a.ccounting and other records to be kept and shail distribute copies of balancu-.nJ"i, Lio otn",. documents as required by the Act and shall from time to time Jetermine whether and to what extent and at what times and praces and ,n0", what conditions or regulations the .accounting and other'records "i tn" shalt be open to tne insiecti", "r members ;"i ;"Hli?ffiiJ?rf"# member (not being a director) shail have "ny iigni oi inspecting any account or book or paper,. of .the company except as. conferred by statute or authorized by the directors or by the company in generar meeting. 83' Any declaration of divided is a Reserved shareholder Matter. No dividend shall be paid othen'rrise than out of profits o,. ,nliin"ar interest against the company. The directors may, before r""orr"n;ng ,ny dividend, set aside out of the profits of the iorpuny ;; ;;H'as *rey think proper as reserves which shail, at the discretibn of the Jir""tor., be-appricafru io,. uny purpose to which the profits of the ggrp?nv may be properry appried, and pending any such apprication may, at the rike discretion, either be emproyed in the business.of the company or be invested rnlucr, investments (other than shares in the company) ,, tn" oirectois'mlv iro, time to time think fit. The directors may arso wiihout ptacing tne saml'io ,"""r" carryforward any profits which they may think pruderit not to divide. 84' Subject to the rights of persons, if any, entiiled to shares with speciar rights as to dividend, ail dividends shafl oe oecrareo-anj paio according to the amounts paid or credited as paid on the ,nui".'in ,".p".t of which the dividend is paid, but no urorni paid or credited as paid on a share in advance of cars sha, be treated for the nrip".;;;f this reguration as paid on the share. A, dividends sha, be apportioned and paid proportionatery to the amounts paid or credited u. puio on the snares during any portion or portions of the period.in respect of which tne-olviJend is paid; but if any share is issued on terms prwiding that it rnuir r.un[ for dividend as from a particurar date that share shalr ran[ for divideno accoroingty, :y T:,,:f lol."y, if. a ny, presenuy p,Vu nr" ;; ;;#tJ #"' of catts or otherwise in'retation'tJlt;;;i"; oi;;J ,T"i::n_-o::llllg:-d:rl1?nd, or bonus may direct paym'& of bonus whotry or partry by the ;iJirid#;T?;J:',ffi and in lS" w t, j'- ,\l particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the directors snatt give effect to such resolution, and where any difiiculty arises in regard to such distribution, the directors may settle the same as they think ex-pedient, and fix the value for distribution, the directors may settle t-he same as they think expedient, and fix the value for distribution of such specific assets 61- uny part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the righti of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors. 86. Any dividend, lnterest, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the cale of joint holders, to the registered address of that one of the joint holders who ls first named on the register of members of to such person cheque or warrant shall be made payable to the order of the person to whom it is sent, Any one of two or more joint holders may give effectual receipts for any as joini holders, 89. 87'The shareholders may unanimously resolve that it is desirable to capitalize any p0art of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who woutd have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or allotted, dislributed and "redit"d as fully paid up to and amongst such members in the proportion aforesaid. 88. Or partly in the one way and partly in the other, and the directors shall give effect to such resolution. Whenever such a resolution as aforesaid shall have been passed the directors hall make all appropriations and applications of the undivided profits resolved to be capitalizeO thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, *iif, frft power to the directors to make such provision by the issue of iractional certificates or by payment in cash or otherwise as ihey think fit for the case of shares or debentures becoming distributable in fiactions, and also to CAPITALIZATION OF THE RESERVE authorize any person to enter on behalf of all the mem into an agreement with the company I providing for the allotment to them respectively, credited up, of any further shares or debentures to which they may be 28 upon such ^6F - 0*r rt.\ - , "'\{ffi -=:'". r3::,' or. as the case may require, for the payment up by the ---i'=^t' cn -their behalf, by the application thereto of their respective :'...[ cns of the profits resolved to be capitalized, of the amounts or any : a: cf the amounts remaininE unpaid on their existing shares, and any aJreement made under such authority shall be effectivJand binding on all such members. Notice 90' Notice to be given by the company to a shareholder, or by a shareholder to the company, shail be given in the manner, and shail be deemed to be received, in the manner set out in the sHA. (1) Notice of every generar meeting shall be given in any manner hereinbefoie authorized to-'(al every member; (b) every person entitled to a share in consequence of the death or bankruptcy of a member who but for his death or bankruptcy, would be entitled to receive notice of the meeting; and (c) the auditor ior the time being of the company. (2) No other person shail entifled to receive notices of general meetings. WINDING UP 91. lf the company is wound up, the liquidator may, with the sanction of a special resolution of the company, divide arongsi the members in kind the whole or any part of the assets of the "orpuiy, whether they consist of property of the same kind or not, and may for tirat purpor" ."isuch value as he considers fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. INDEMNITY 92. Every director, managing director, agent, auditor, secretary, and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any accordance, whether civil or criminal, in which judgment id given in his favor or in which is acquitted or in connection with any a"pplication under the Act in which profit is granted to him by the court in respect of any negligence, default, breach of duty or breach of trust Amendments Memorandum of Association Ctause-V *, .di,lx -E Articles of Association clause No- 6 & 52?, ;. I; S Extraordinary Resolution on 21t0gt2016 '",-.,i, t_"{... , .<l\ 29 315 41,1, MARINE COVER NOTE ISSUING OFFICE Imamgonj Branch 31, Mitford Road, Imamgonj, Dhaka., Phone:+88-02-73 I 98 I 8. +88-0 I 55-23 8-28 14. +88-017 6-614-6660, Fax:+88-02-73 198 18, Email : imam g onj@pr agatiinsurance. com PREMIUM CALCULATION Marine @0.86% War&SRCC@0.0s% Net Premium : YAT @|s% Stamp Duty Total: TK, TK 2,343.00 136.00 TK TK TK 2,479.00 372.00 50.00 Tk 2,901.00 NOTE NO : PIL/IMJIMC-D47710812021 Dated: 0510812021 MARINE COVER Subjeot to the Clauses and Conditions of the Company's Marine Cargo Policy Form in use at the time of shipment or despatch and to the Clauses and Conditions of Cover SPecified in the schedule hereto this Cover Note is effected for the Period of Cover stated below to insure for the voyage and/or voyages and./or transits stated the interest specified herein shipped and/or desPatched within the limits of this Cover Note either by or for account of the insured named below in which the said insured has an insurable interest unless insured elsewhere prior to such interest being acquired or the insurance of which is in the insured's.hands or under the insured's control as selling and/or purchasing other person or persons. THE SCHEDULE Agent. This Cover Note does not cover the interest of any Policy/Cefiificate will be issued by the Company For and on behalfof PRAGATI INSURANCE LIMITED S iul lslam The Insured Name & Address Transit By oyage From Insured Conditions of Cover Period Cancellation Others Conditions Declaration Commercial Bank of Ceylon Limited, Gulshan Branch, 49 Gulshan Avenue, Gulshan -1, Dhaka A/C. IWs. Bengal Brands Management Bangladesh Limited House # 55, Road # 4lA,Dhanmondi, Dhaka-1209 Interest Covered i Vanilla Powder, Dark Chocolate Powder, Caramel Sauce INTL, Hazelnut Powder, Chocolate Powder per any streamer or powered vessel as per Institute Classification Clause and orlconveyance by road and/or rail and/or approved aircraft and/or parcel post to be declared. BYAIRFREIGHT/LORRY MALAYSIA TO DHAKA BANGLADESH. VIA HAJRAT SHAHJALAL INTERNATIONAL AIRPORT :us$ 2,931.39 + l)yo:3,224.53 EX. @TK. 84.5000 :TK.272,473.00 (TakaTwo Hundred seventy Two , Thousand Four Hundred Seventy Three Only) : AIRALL RISK WAR & SRCC INCLUDING INLAND RISK ONLY As per institute of London Underwriters, Clauses Current on the date of sailing Warranted that interest under this cover is shiped under deck. From 05/08/2021 To 04108/2022 This acceptance is valid for shipments made from midnight of commencing date until midnight of expiry date as mentioned above. Unless previously exhausted by declarations' In accordance with the cancellation clause ofthis cover Note, endorsed on revers hereon. As endorsed on reverse hereon Notice of shipments fatling within thoscope of this cover are to be made as follows: (a) By the Shippers : prior to Shipment or as soon there after to the undermentioned Local Offrce ofthe Company at Imamgonj Brrnch,Jl, Mitford Road, Imamgonj, Dhrka' In the interests ofthe insured and ofthe Bank concerned it is suegested that suitable clause be inserted in Letter of Credit requesting shipments to be declared by the Shipers as npted-abovg. (b) Bv the Insured : To the above Local Offrce ofthe Company' On receipt ofthe above declaration from the Insured the Sr Mqnager (UlW)