Dated: 05-04-2017

NOTICE OF EXTRA-ORDINARY GENERAL MEETING.

Notice is hereby given that an Extra-ordinary General Meeting of INVARIANT TELECOM

BANGLADESH LIMITED shall be held at its Register office of the company on 27-04-2017 at 11.00
A.M. to transact the following agenda

AGENDA

1. Amendment of Clause ‘’62, 89’’ of Articles of Association of the Company.

2. Adoption of New Printed Memorandum and Articles of Association of the Company.

3. Miscellaneous, if any, with permission of the Chairman.

All the Shareholders of the Company are hereby requested to attend the meeting punctually.

By order of the Board of Director

(Sayeeda Roxana Khanam)

Chairperson of the meeting
 Date: 27-04-2017

MINUTES OF THE EXTRA ORDINARY GENERAL MEETING

Proceedings of the Extra Ordinary General Meeting of INVARIANT TELECOM BANGLADESH

LIMITED held at its Register office of the company on 27-04-2017 at 11.00 A.M.

Following shareholders were attended the meeting:

Signature

1. Sayeeda Roxana Khanam

2. S. MD. Jashim Uddin Chisty

S. MD. Jashim Uddin Chisty, Chairman of the meeting presided over the meeting The Chairman of
the company proposed that due to change occurred in the management of the company for
provisions of Clause “62, 89” of the Articles of Association of the Company are required to be
amended. Member present discussed the proposal of Managing Director in threadbare and being
agreed passed the following resolutions as special resolutions:

1. Resolved that Clause “62” of the Articles of Association of the Company be and is hereby
amended to read as follows.

62. Unless Otherwise determined by the company in general meeting the number of directors shall not be less
than 2(Two) and not more than 50( Fifty ).The following persons shall be the first directors of the company
unless anyone of them voluntarily resigns the said office or otherwise removed there from under the
provisions of section 108(1) of the companies Act, 1994.

1. Sayeeda Roxana Khanam

2. S. MD. Jashim Uddin Chisty

02. Resolved that Clause “89” of the Articles of Association of the Company be and is hereby
amended to read as follows.
89. S. MD. Jashim Uddin Chisty The Company shall have an office of Managing Director which shall be filled
from time to time by the Directors for a period not exceeding three years and on such terms and conditions as the
Directors may think fit, and such appointment shall be made within fourteen days from the date on which the office
of Managing Director falls vacant. Managing Director may be removed from office by a resolution of the Board of
Directors.
 Cont. 2

:2:

03. Resolved that in view of the foregoing amendments in Articles of Association of the
Company a new Articles of Association has been adopted in exclusion of the existing
Articles of the Company. A copy of the said newly adopted Memorandum of Association
and Articles of Association in Annexure-1 be filed with the Registrar of Joint Stock
Companies & Firms, Dhaka, Bangladesh.

There being no other agenda the meeting ended with vote of thanks to the chair.

(S. MD. Jashim Uddin Chisty)

Chairman of the meeting
 Date: 27-04-2017

MINUTES OF THE EXTRA ORDINARY GENERAL MEETING

Proceedings of the Extra Ordinary General Meeting of INVARIANT TELECOM BANGLADESH

LIMITED held at its Register office of the company on 27-04-2017 at 11.00 A.M.

Following shareholders were attended the meeting:

Signature

1. Sayeeda Roxana Khanam

2. S. MD. Jashim Uddin Chisty

Sayeeda Roxana Khanam, Chairperson of the meeting presided over the meeting The Chairperson
of the company proposed that due to change occurred in the management of the company for
provisions of Clause “62, 89” of the Articles of Association of the Company are required to be
amended. Member present discussed the proposal of Managing Director in threadbare and being
agreed passed the following resolutions as special resolutions:

Resolution 1
Resolved that Clause “62” of the Articles of Association of the Company be and is hereby
amended to read as follows.

62 Unless Otherwise determined by the company in general meeting the number of directors shall not be less
than 2(Two) and not more than 50(Fifty).The following persons shall be the first directors of the company unless
anyone of them voluntarily resigns the said office or otherwise removed there from under the provisions of section
108(1) of the companies Act, 1994.

1. Sayeeda Roxana Khanam

2. S. MD. Jashim Uddin Chisty

Resolution 2
Resolved that Clause “89” of the Articles of Association of the Company be and is hereby
amended to read as follows.
89. S. MD. Jashim Uddin Chisty The Company shall have an office of Managing Director which shall be filled
from time to time by the Directors for a period not exceeding three years and on such terms and conditions as the
Directors may think fit, and such appointment shall be made within fourteen days from the date on which the office
of Managing Director falls vacant. Managing Director may be removed from office by a resolution of the Board of
Directors.
Cont. 2
 :2:

Resolution 3

Resolved that in view of the foregoing amendments in Articles of Association of the Company a
new Articles of Association has been adopted in exclusion of the existing Articles of the
Company. A copy of the said newly adopted Memorandum of Association and Articles of
Association in Annexure-1 be filed with the Registrar of Joint Stock Companies & Firms,
Dhaka, Bangladesh.

There being no other agenda the meeting ended with vote of thanks to the chair.

(Sayeeda Roxana Khanam)

Chairperson of the meeting

Certified to be true copy

Managing Director