Active Fine Chemicals Limited

Active Fine Chemicals Limited

Tanaka Tower (2nd Floor), 42/1/Gha, Segun Bagicha, Dhaka-1000

Tel: 088-02-9572001, 9550250, 9570574. Web:

Notice of the 3rd Extra Ordinary General Meeting

Notice is hereby given to all Shareholders of Active Fine Chemicals Limited that 3rd Extra Ordinary General Meeting (EGM) of the Company will be held on Tuesday, 10th December, 2013 at 10.00 A.M at Institution of Diploma Engineers, 160/A, Kakrail VIP Road, Dhaka-1000 to transact the following business and if deemed fit, to adopt the following resolutions as Special Resolutions:

Agenda -1

Active Fine Chemicals Limited will issue 2,00,00,000 (two crore) Ordinary shares to institutional strategic investor(s) at a price to be negotiated with the strategic investor(s) subject to the approval of shareholders in the 3rd Extra Ordinary General Meeting (EGM) and subsequent approval from Bangladesh Securities and Exchange Commission. This will increase the directors’ shareholding to 30% through inclusion of directors from the strategic investor(s) in compliance with the regulatory requirements and also provide the Company with fresh funds for its larger expansion plans.

PROPOSED SPECIAL RESOLUATION

Resolved that Active Fine Chemicals Limited will issue 2,00,00,000 (Two crore) Ordinary shares in favour of Investment Corporation of Bangladesh (ICB) and its associates at an issue price of Tk.50.00 per share (including a premium of Tk.40.00) subject to the approval of Bangladesh Securities and Exchange Commission. These shares will increase the directors’ shareholding to 30% through inclusion of directors from the institutional investor(s) in compliance with the regulatory requirements and also provide the Company with fresh funds for its larger expansion plans.

Further resolved that the shares will be issued under section # 155(2) of the Companies Act 1994 and in compliance with the Securities and Exchange Commission (Issue of Capital) Rules, 2001.

Agenda -2

To Increase Authorized Capital of the Company.

It is proposed that Authorised Capital of the company be and is here by increased from Tk. 100,00,00,000/- ( One hundred Core) to 300,00,00,000/- (Three Hundred Core) divided into 30,00,00,000/- (Thirty Core) Ordinary shares of Tk. 10/- each. In this respect Clause – V of the Memorandum of Association and Articles – 5 of the Articles of Association of the Company will be amended in the following manner:

Existing clauses / Replaced by
The existing clause – V of the Memorandum of Association read as under:
The Authorized share capital of the Company is Tk. 100,00,00,000/- (One Hundred Core) divided in to 10,00,00,000/- (Ten Core) Ordinary shares of Tk. 10/- each. The Company shall have the power to increase and reduce the capital and to divided the share in the capital for the time being into several clause and attach their to respectively such preferential, qualified, deferred, and special right or privileges or condition as may be determination or in according which Article of the company and to very or more arrange any such right. Privileges and condition as may for the same again be provided the Articles of Association. / The clause –V of the Memorandum of Association amended by as follows:
The Authorized share capital of the Company is Tk. 300,00,00,000/- (Three Hundred Core) divided in to 30,00,00,000 (Thirty Core) ordinary shares of Tk. 10/- each. The Company shall have the power to increase and reduce the capital and to divided the share in the capital for the time being into several clause and attach their to respectively such preferential, qualified, deferred, and special right or privileges or condition as may be determination or in according which Article of the company and to very or more arrange any such right. Privileges and condition as may for the same again be provided the Articles of Association.
The existing Article – 5 of the Articles of Association is as under:
The Authorized share capital of the Company is Tk. 100,00,00,000/- (One Hundred Core) divided in to 10,00,00,000/- (Ten Core) Ordinary shares of Tk. 10/- each. / The Articles –5 of the Articles of Association amended by as follows:
The Authorized share capital of the Company is Tk. 300,00,00,000/- (Three Hundred Core) divided in to 30,00,00,000 (Thirty Core) ordinary shares of Tk. 10/- each.

The proposed amendment of Memorandum of Association and Articles of Association of Active Fine Chemicals Limited will be filed with the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh for updating record.

All the shareholders of the Company are requested to make it convenient to attend the meeting.

Date: DhakaBy order of the Board of Directors

17th November, 2013 Sd/

Md. Mahbubur Rahman

Company Secretary

Notes:

The Record date will be on 18th November, 2013.
The Shareholders, whose names shall appear in the CDS/Register of Member of the Company on the “Record Date” i.e 18th November, 2013 will be entitled to attend the 3rd Extra Ordinary General Meeting (EGM).
A Member eligible to attend at the 3rd Extra Ordinary General Meeting (EGM) may appoint a proxy to attend on his/her behalf. The proxy form must be affixed with requisite revenue stamp and submitted to the Registered Office of the Company not later then 48 (Forty eight) hours before the time fixed for the 3rd Extra Ordinary General Meeting (EGM).
Shareholders and Proxies are requested to record their entry in time.
No food or gift will be served in the meeting in compliance of Bangladesh Securities and Exchange Commission notification # SEC/SRMI/2000-953/1950 dated 24/10/2000 and subsequent circular # SEC/CMRRCD/2009-193/154 dated October 24, 2013