MOA & AOA

This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A LIMITED BY SHARES PRIVATE COMPANY MEMORANDUM & ARTICLES OF ASSOCIATION OF Nippon Koei Bangladesh Ltd. Issue No. 103331 Date:27/09/2018 This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY MEMORANDUM OF ASSOCIATION OF Nippon Koei Bangladesh Ltd. I. The name of the company is Nippon Koei Bangladesh Ltd. II. The registered office of the company shall be situated in Bangladesh III. The objects for which the company is established are all or any of the following (all objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of the business): To carry on consulting service business broadly in civil engineering, building, architecture, energy, power, electrical engineering and mechanical engineering field. To carry on business in urban, regional, rural development field and also in social and environmental management field. To do business under ODA grant and loan, G2G financing, government sources, private sectors and PPP schemes. To carry on business in private sector development, institutional development, human resource development, peace building and social development, governance, finance, education and health care development. To do logistic support service in Bangladesh for Foreign Company. To carry on consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to water resource management, flood management, water supply, solid waste management, sewerage and urban drainage, irrigation and agricultural engineering projects. To Carry on consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to road, ITS (Intelligent Transport System), railway, metro rail (elevated and underground), tunnel, bridge, port & harbor including coastal area works, airport & aviation projects. To carry on consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to building and architectural projects such as office buildings, commercial buildings, education buildings, hospital building, welfare & healthcare, airport terminals, port buildings, traffic control buildings, factory buildings, public housing, museums, etc. To carry consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to power generation, hydropower, power transmission and distribution networks, renewable energy, thermal power and energy conservation projects. To carry consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to comprehensive urban, regional and rural development projects. To carry consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to industrial parks, special economic zone (SEZ) and export processing zone (EPZ) projects. Consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to environmental management, EIA, CDM, REED, climate change, disaster management, agriculture, rural development and forest management projects. To do consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to public private partnership (PPP) projects, G2G projects, Government funded projects and foreign funded (donors/country) projects. To do consulting services for investigation, planning, design, supervision, construction management, operation and maintenance related to tourism development projects. To do consulting services for institutional development, 1 2 3 4 5 6 7 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. capacity building, human resource development, social development, health and medical care etc. To do survey such as engineering surveying, social surveying, environmental surveying etc. To do geotechnical investigation. To work in overseas projects and dispatching experts & labor in those projects. To attain the business objectives company may enter into Partnership, Joint- venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party. 8 9 IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 58000000 ( Five Crore Eighty Lac ) divided into 5800000 ( Fifty Eight Lac ) Ordinary Shares of TK 10 ( Ten ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares. V. This document is digitally signed. Please find the soft copy to verify the signature. 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. Entity Name: Nippon Koei Co., Ltd. Name : Mr. Naoki Kudo Represented By: Ryuichi Arimoto Address: 1-14-6 Kudankita, Chiyoda-ku, Tokyo 102-8539, Japan Father's Name : Takashi Kudo Mother's Name : Namie Kudo Address : Concord Baksh Towwer (5th floor), Unit 5-A, Road#48, Plot#11-A, Block# CWN (A), Gulshan-2, Dhaka Date of Birth : 20-JUL-61 E-mail : a6385@n-koei.co.jp Phone : 880-2-9895390 TIN : 000-000-0000 NID/Passport No. : TR5420543 Nationality : Japanese Share Holder Managing Director 5799420 ( Fifty Seven Lac Ninety Nine Thousand Four Hundred Twenty shares) 580 ( Five Hundred Eighty shares) 1 7 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: A.K.M Nurul Islam Toshimitsu Tanaka House-01, Flat-A6, Road-2D Baridhara RA, Block-J, Gulshan Vatara, Dhaka Phone : +880-1713121425 NID : 2696536681305 3620-1, Kawatsu-Cho, Sakaide City, Kagawa Prefecture, Japan +880-1940445251 TZ1218881 Phone : NID : Name : Address: This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY ARTICLES OF ASSOCIATION OF Nippon Koei Bangladesh Ltd. 1. 2. 3. 4. 5. The Regulation contained in the Schedule-1 to the Companies Act, 1994 shall apply to the Company except so far as the same are repeated, contained or expressly made applicable in these Articles or by the Act. The Regulation for the management of the Company and for the observance thereof by the members and their representative shall, subject to any exercise of the statutory power of the Company in reference to the repeal or alteration of or addition to its regulations by special resolution, as prescribed or permitted by the Act, be such as are contained in these Articles. Unless there be something repugnant in the subject or context inconsistent therewith: "Act" means the Companies, Act, 1994, as amended from time to time. ¿Articles¿¿ means the Articles of Association of the Company as originally framed or as altered from time to time, by special resolution. ¿Boards of Directors¿ means to Board of Directors for the time being of the Company. ¿Company¿ means NIPPON KOEI BANGLADESH LTD. (NKB),a private limited company incorporated under the Companies Act, 1994 and having its registered office in Bangladesh. ¿Directors¿ means the Directors for the time being of the Company of the Directors assembled at a meeting of the Board of Directors or the Nominated Directors. ¿Managing Director¿ means the Managing Director of the Company for the time being. ¿Government¿ means the Government of the People¿s Republic of Bangladesh represented by the Ministry of Commerce. ¿In Writing¿ or Written means and includes printing, typewriting, lithography and any other mode of representing or reproducing words in visible form. ¿Month¿ means English Calendar Month. ¿Year¿ means financial year commencing in the month of January/July in one year and ending in the month of December/June in the next year. ¿Member¿ means the legal owner of the shares whose names appeared in the members register. ¿Register¿ means the register of members to be kept in pursuant to Section 34 of the Act. ¿Shares Capital¿ means Ordinary Shares Capital, Preference Share Capital, Bonus Share, Right Share, Redeemable Preference Share Capital or any other type of Share Capital of the Company. ¿Seal¿ means the ordinary seal of the Company or any facsimile of the ordinary seal used by the Company outside Bangladesh. Word importing the singular number includes the plural and vice versa. Word importing the masculine gender only includes the feminine gender. "Special Resolution" and "Extra- Ordinary Resolution" have the meanings assigned thereto respectively by the Act. ¿Office¿ means the registered office of the Company for the time being. ¿Proxy¿ includes attorney duly constituted under a Power of Attorney. In these Articles unless the context otherwise requires expressions defined in the Act and statutory modifications thereof in force at the date at which these Articles become binding on the Company, shall have the meanings so defined, and the words importing the singular shall include the plural and vice versa, and the words importing the PRELIMINARY INTERPRETATION A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 6. 7. 8. 9. 10. masculine gender shall include the feminine and the words importing person shall include firms, bodies, corporate and incorporate and the Government. The regulation contained in the First Schedule to the Act shall apply to the Company. Subject as aforesaid any word or expression defined in the Act shall, except where the subject or context forbids, bear the same meaning in the Articles. The regulations for the managing of the Company and to any exercise of the statutory powers of the Company in reference to the repeal or alteration of or addition to its Articles of Association by Special Resolution, as prescribed or permitted by the Act, be such as are contained in these Articles. The Company is a Private Limited Company within the meaning of Section 2 (1) under Clause (Q) of the Companies Act, 1994 and accordingly the following shall apply: a) No invitation shall be issued to the public to subscribe for any shares and debenture of the Company. b) The number of the members of the Company (exclusive of persons in employment of the Company) shall be limited to fifty provided that for the purpose of this provision where two or more persons hold one or more shares jointly in the Company they shall be treated as single member. c) The right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing. The Business of the company shall include the several objects expressed in the Memorandum of Association or within its scope and meaning and all maters incidental thereto or any one of them as the Directors in their discretion shall think fit. The Company shall be entitled to commence its business from the date of incorporation or from such date as the Directors shall determine or as may be directed by the Securities and Exchange Commission or any other appropriate authority. The Authorized Share Capital of the Company is TK. 58000000 ( Five Crore Eighty Lac ) divided into 5800000 ( Fifty Eight Lac ) Ordinary Shares of TK 10 ( Ten ) each With the rights and privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with powers to increase and reduce the share capital of the Company in accordance with the Articles of Association of the Company and law for the time being in force. Subject to the provisions of the Act and these present, the shares, in the capital of the Company for the time being, including any shares forming part of any increased capital of the Company, shall be under the control of the Directors who may allot or otherwise dispose of the same or any of them to such persons, in such proportion, on such terms and conditions and either at a premium or at par or subject to compliance with the provisions of Section 153 of the Act, at a discount and at such time as they may, from time to time, think fit and proper. a) The Certificate of title to share 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/or any other Director of the Company. b) 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 wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk. 500.00 as the Directors may from time to time determine. PRIVATE COMPANY BUSINESS SHARE CAPITAL SHARE CERTIFICATE This document is digitally signed. Please find the soft copy to verify the signature. 11. 12. 13. 14. 15. 16. 17. The Company shall have a permanent lien on every share (not being a fully paid share) for all moneys called or payable at a fixed time in respect of that share, the Company lien, if any, on a share shall extend to all dividends payable thereof. The directors may from time to time make calls upon the members in respect of any money unpaid on their shares, provided that no call shall exceed one fourth of the nominal amount of the shares, or be payable at less than one month from the last call; and each member shall (subject to receiving at least fourteen days¿ notice specifying the time or times of payments) pay to the company at the time or times so specified the amount called on his shares. The joint- holders of a share are jointly and severally liable to pay calls in respect thereof. If 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 upon the sum at the rate of ten percent per annum from the day appointed for payment thereof to the time of the actual payment, but the directors shall be at liberty to waive payment of that interest wholly or in part. If a member fails to pay any call or installment of a call on the day of appointment for payment thereof, the directors may at any time thereafter during such time as any part of such call or installment remains unpaid, serve 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 the notice) on or before which the payment required 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. If 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. Shareholder(s) may transfer any/all of his/her share(s) to his/her nominee(s)/legal representative(s) with the approval of the Board of Directors. The instrument of transfer of any share of the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of the members in respect thereof. The certificate of shares shall accompany the instrument of Transfer of shares, for transfer of shares previously approved by the Board of Directors. In case of death of a shareholder, his/her share(s) shall be transmitted to his/her nominee/legal representative or as per provision of the Laws of the land whichever is applicable, subject to the approval of the Board of Directors. The Directors may, with the sanction of the Company in general meeting, increase the share capital to such sum, to be divided into shares of such amount, as the resolution shall prescribe. The Company may with special resolution, reduce its share capital in any manner and with the subject to any incident authorized and consent required by Law. The Board of Directors may from time to time, at absolute discretion, raise or borrow LIEN CALL ON SHARES FORFEITURE, SURRENDER AND LIEN TRANSFER AND TRANSMISSION OF SHARES ALTERATION OF CAPITAL BORROWING POWERS This document is digitally signed. Please find the soft copy to verify the signature. 18. 19. 20. 21. any sum or sums of money for the purpose of the company and from any person or from banks, loan giving agencies, insurance company, firms, companies and particularly from any Director and may secure the payment of such money in such manner and upon such terms and condition in all respects as they think fit and in particular by the promissory notes or bills of exchange or giving hypothecation issuing any other security of the company or by mortgage or charge of all or any property of the company including its uncalled capital for the time being and/or any of them may guarantee the whole or any part of the loan or debts raised by or on behalf of the company or any interest payable thereon with power to indemnity the guarantors from or against any liability under the guarantee by means of mortgage or hypothecation of charge upon any property and assets of the company movable, immovable or otherwise. a) There shall be at least one ordinary general meeting to be called the Annual General Meeting (AGM) every year. It should be held every calendar year as soon as practicable after the annual closing of account of the Company but not later than fifteen months from the date of the last Annual General Meeting of the Company. The first General Meeting shall be held within 18 months from the date of its incorporation. The above meeting shall be called Annual General Meeting (AGM) and all other meeting of the Company shall be called Extra Ordinary General Meeting and all the meeting shall be presided over by the Managing Director of the company and in his/her absence any Director can preside over the meeting. b) The Directors may, at any time, call an Extra Ordinary General Meeting and an Extra Ordinary General Meeting may also be called by the shareholders on requisition in accordance with the provisions of section 84 of the Companies Act, 1994. Subject to the provisions to the Section 87(2) of the Companies Act 1994 relating to special resolution at least 21 days¿ notice specifying the place, the day and the hour of the General Meeting and in case of special business, the general nature of such business, shall be given to the members in such manner as may be prescribed by the company in a general meeting, but accidental omission to give such notice to, or non-receipt of such notice by any member shall not invalidate the proceeding of the general meeting. A general meeting may, with the consent in writing of all the members be convened by a shorter notice and in any manner they think suitable. 2 (Two) members personally present shall form the quorum of any Annual General Meeting. No business shall be transacted at any annual general meeting unless the quorum of members is present at the time when the meeting proceeds to transact business. Meeting can be conducted over the video conference or any way of technology. 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 therefrom under the provisions of section 108(1) of the companies Act, 1994. 1. Mr. A. K. M. Nurul Islam, Nominee Director of Nippon Koei Co., Ltd. 2. Mr. Ken Nishino ,Nominee Director of Nippon Koei Co., Ltd. 3. Mr. Masato Nomura,Nominee Director of Nippon Koei Co., Ltd. 4. Mr. Toshimitsu Tanaka,Nominee Director of Nippon Koei Co., Ltd. 5. Mr. Katsuya FUKASAKU,Nominee Director of Nippon Koei Co., Ltd. 6. Mr. Naoki Kudo GENERAL MEETING PROCEEDING AT GENERAL MEETING QUORUM (AGM) DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 22. 23. 24. 25. 26. 7. Mr. Ryuichi Arimoto Nominee Director of Nippon Koei Co., Ltd. The Board of Directors shall have the power from time to time to appoint one or more persons as directors who shall retire from office at the next ordinary general meetings as Directors, provided that by such appointment the total number of Directors shall not exceed the maximum number fixed by the above Article. The business and day to day management and administration of the company shall be managed and earned on and conducted by the Directors of the company and they shall exercise all such power of the company and on behalf of the company shall do and perform all such acts, as may be exercised and done by the company as are not by any statute or by these Articles require to be exercised or done by the company in any general meeting or by the Board of Directors, particularly or exclusively. The qualification of a Director shall be holding in his/ her own name at least 500 shares of Tk. 10/- each, unless otherwise determined in a general meeting, But releasable in the case of nominee Directorship (If any). a) On a show of hands every member present in person shall have one vote and upon a poll every member present in person or by proxy or attorney shall have one vote for every share held by him. On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization. b) No member shall be entitled to vote at any general meeting unless all call or other sums presently due and payable by him in respect of shares in the Company held by him, have been paid. c) In any general meeting a resolution put to vote of the members shall be decided by a show of hands unless a poll is demanded in accordance with the provisions of clause (c) of sub-section (I) of section 85 of the Companies Act, 1994. a) The management of the business of the Company shall be in the hands of the Board of Directors who may pay such expenses of any preliminary and incidental to the promotion, establishment and registration of the Company and do such acts as may be exercised and done by the Company as are not forbidden by the state or by this Articles required to be exercised or done by the Company in general meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual. b) The Board of Directors shall provide for the safe custody the Company's Seal, every instrument to which the seal is affixed shall be signed by the Managing Director. Each Director shall be responsible for proper discharge of the Company's business that may be entrusted to him/her by the Board. a) The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. Question(s) arising at any meeting shall be decided by a majority of votes. In case of equality of votes, the Managing Director of the meeting shall have a second or casting vote. b) The Managing Director or any Director may at any time call a meeting of the Board of Directors. a) Unless the Board of Directors decides otherwise, each Director shall receive by way of remuneration or honorarium a sum not exceeding Tk. 500/-per meeting attended by him/her and such travelling and other allowances. For the service to be QUALIFICATION SHARES VOTE OF MEMBERS POWER OF DIRECTORS PROCEEDING OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 27. 28. 29. 30. 31. rendered by the Managing Director, Managing Director and other Directors, he/she shall receive such allowances and remuneration as to be determined by the Board of Directors from time to time. b) If any Director, when willing to be called upon to perform any extra-service or to make any special exertions for any of the purposes of the Company, the Company may remunerate the Director so doing either by a fixed sum or a percentage on the net profit or otherwise as may be decided by the Company in the Board Meeting and such remuneration shall be in addition to the remuneration in above Sub-Article No. (a). (1) The Board of Directors of a company may, passed by the company in general meeting, appoint an alternate director, to act for a director hereinafter in this section called the original director during his absence for a continuous period of not less than three months from Bangladesh. (2) An alternate director appointed under sub-section (1) shall not hold office as such for a period longer than that permissible to the original director in whose place he has been appointed and shall vacate the office, immediately after he receives information that the original director has returned to Bangladesh. (3) If the term of office of the original director is determined before he so returns to Bangladesh any provision for automatic reappointment of retiring directors in default of another appointment shall apply to the original and not to the alternate director. In provision of Section 108(1) and 94 (1) of the Companies Act, 1994, the office of the Directors shall be vacated if he/she :- a) Fails to obtain within the time as specified in provision of Section 97(1) of the Companies Act, 1994 or any time thereafter the qualifying number of share ceases to hold the share qualification necessary for his/her appointment, or b) He/ she is found to be a person of unsound mind by a court of competent jurisdiction, or c) He/ she is adjudged insolvent, or d) He/ she fails to pay calls made on him in respect or shares held by him within six months from the date of such calls being made, or e) Absent himself /herself from three consecutive meetings of the directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors. f) He/she is involved in any activities which is subversive of the interest of the company and of the nation. g) Removed from the Directorship by a resolution is taken in an Extra Ordinary General Meeting. Mr. Naoki Kudo shall be the Managing Director of the company and he shall hold the office for a period of 5(Five) years until otherwise decided by the Board or he ceases to be Director of the Company a) The Managing Director shall have the following powers: a) The Managing Director of the Company shall preside over every General Meeting and as well as the Board Meeting of the Company. b) The Director of the Company shall take prior written permission from Managing Director to call meeting. c) The Managing Director should take the accountability of business progress from Director of the Company time to time. d) In case of equality of votes, the Managing Director of any meeting shall have a second or casting vote. Without prejudice to the general powers and other conferred by these proceedings Clause it is hereby declared that, the Managing Director shall have the following powers, upon pre-approval and written confirmation of the Board of Directors and in line with the agreed business plan:-a) Control over the management of the business of the Company with the power to do all acts, DISQUALIFICATION OF DIRECTORS MANAGING DIRECTOR POWER OF MANAGING DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 32. 33. 34. 35. 36. 37. matters and things deemed necessary, proper and expedient for carrying on the normal day to day busine b) To manage all concerns and affairs of the Company, to appoint and employ officers, agents, advisors, consultants, organizers, experts, scientist, technicians, day laborers, servants for the purpose of the Company and remove or dismiss them and appoint in their place and to pay and allow to be paid to employees as aforesaid such salaries, commission, wages, fees or other remuneration as may be deemed fit and proper and to determine their authorities and duties and in particular to sanction and spend the preliminary expenses of the Company. c) To purchase or otherwise acquire for the Company any property, right, privileges such as the Company being authorized to such price and generally on such terms and conditions as he thinks fit. g) To purchase, sell, exchange or otherwise dispose of absolutely or conditionally any property for the purpose of the Company subject to the approval of the Board. d) To sign cheque, certificate and other documents on behalf of the Company jointly with the Managing Director or any other Director(s) as per resolution to be passed by the Board of Directors. e) To sign, seal, execute and do all such documents acts and things in the name of the Company as per approval of the Board of Directors. f) To purchase, sell, exchange or otherwise dispose of absolutely or conditionally any property for the purpose of the Company. g) To draw, sign, accept, endorse and negotiate, on behalf of the Company, all bill of exchange, promissory note, cheque (s), government papers and securities and all other instrument as shall necessary, proper and expedient for carrying on the business of the Company. h) To enter into all such negotiations and contract and vary all such contracts and execute and do all such act, deeds in the name and on behalf of the Company as he may consider expedient for any relation to or in the interest of the Company. i) All the power, authority and discretion of the Board of Directors of the Company except as those which are otherwise stated by the Company¿s Act 1994 or by these presents are expressly directed to be exercised by the Board of Directors collectively or by the shareholders in general meeting. The Company shall open Bank Account with any Schedule Bank, Foreign Bank, Private Bank and Commercial Banks in Bangladesh. Operation of Bank Account shall be conducted by singly or Joint signature of Managing Director and any other director or person of the company as per decision taken by the Board of Directors of the Company. When a notice is sent by registered post, service of the notice shall deemed to be effectual by properly addressing, prepaying and posting a letter containing the notice and unless contrary is proved to have effect at the time which the letter would deliver by post and Regulation No 113 to 117 of schedule shall apply. The Directors shall cause to be maintain and kept proper and true books of account BANK ACCOUNT NOTICE ACCOUNTS AND AUDIT This document is digitally signed. Please find the soft copy to verify the signature. 38. 39. 40. 41. 42. 43. as per provision of the Companies Act,1994 with respect to:- a) All sums of money received and spent by the Company and the matters in respect of which such receipt and expenditure take place. b) All sales and purchases of goods and services by the Company. c) All assets and liabilities of the Company. The books of account shall be kept at the registered office of the Company or at such other place as the Directors shall think suitable and shall be open to inspection by the Directors during business hours. The company shall comply with the provision of Section 36 of the Companies Act, 1994 as the making of Annual Returns. a) The Company in the Annual General Meeting (AGM) may declare dividends but no dividend shall be credited as Paid Up on their respective shares or the members in the capital of the Company at the date to declaration of the dividend after creation of reserve as they think fit. b) No dividend shall be payable except out of the profits of the Company of the year or any other undistributed profits and no dividend shall carry interest as against the company. c) The Board of Directors shall have absolute discretion as to the employment of the reserves created out of the net profit of the company and in declaring fully paid Bonus Share out of profits. d) The Board of Directors may from time to time pay to the members such interim dividends as appeared to the directors justified by the profits of the Company. The Company shall have a common seal which will remain in the custody of the Managing Director/Director of the Company. The common seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors in the presence of at least two Directors who can sign such instrument to which the seal of the Company is so affixed in their presence. No member shall be entitled to visit or inspect the Company¿s works without the permission of a Director or to require discovery of or any information respecting any detail of the Company¿s trading or any matter which is or may be in the nature of a trade secret, mystery or trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Director it will be inexpedient in the interest of the members of the Company to communicate to the Public, the Managing Director, Directors, Managers, Secretary, Auditors, Accountants, Officers, Agents or other persons employed in the business of the Company shall have to observe strict secrecy respecting all matters which may come to his/her knowledge in the discharge of the duties when required to do so by resolution of the Company or by a Court of Law or where the person connection is required to do so in order to comply with any provision of the Law in these presents. In provision of Section 227 of the Companies Act, 1994, any dispute arising among the Directors themselves or between a member Board of Directors as to the true interpretation of this article or the implication thereof shall be referred to the Arbitrators constituted with a nominee for each of the agreed parties and award of the Arbitrators as the case may be or shall be binding upon the parties to the arbitration. Arbitration affairs will be dealt and settled under the Arbitration Act, 2001. ANNUAL RETURNS DIVIDEND AND RESERVE COMMON SEAL SECRECY ARBITRATION WINDING UP This document is digitally signed. Please find the soft copy to verify the signature. 44. In provision of Section 227 of the Companies Act, 1994, any dispute arising among the Directors themselves or between a member Board of Directors as to the true interpretation of this article or the implication thereof shall be referred to the Arbitrators constituted with a nominee for each of the agreed parties and award of the Arbitrators as the case may be or shall be binding upon the parties to the arbitration. Arbitration affairs will be dealt and settled under the Arbitration Act, 2001. This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Entity Name: Nippon Koei Co., Ltd. Name : Mr. Naoki Kudo Represented By: Ryuichi Arimoto Address: 1-14-6 Kudankita, Chiyoda-ku, Tokyo 102-8539, Japan Father's Name : Takashi Kudo Mother's Name : Namie Kudo Address : Concord Baksh Towwer (5th floor), Unit 5-A, Road#48, Plot#11-A, Block# CWN (A), Gulshan-2, Dhaka Date of Birth : 20-JUL-61 E-mail : a6385@n-koei.co.jp Phone : 880-2-9895390 TIN : 000-000-0000 NID/Passport No. : TR5420543 Nationality : Japanese Share Holder Managing Director 5799420 ( Fifty Seven Lac Ninety Nine Thousand Four Hundred Twenty shares) 580 ( Five Hundred Eighty shares) 1 7 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: A.K.M Nurul Islam Name : Toshimitsu Tanaka House-01, Flat-A6, Road-2D Baridhara RA, Block-J, Gulshan Vatara, Dhaka Phone : NID : +880-1713121425 2696536681305 Address: 3620-1, Kawatsu-Cho, Sakaide City, Kagawa Prefecture, Japan +880-1940445251 NID : TZ1218881 Phone :