Dated: 10th November 2025
Notice of an Extra-ordinary General Meeting
of
Nisshin Trans Consolidator BD Ltd
Notice is hereby given that an extra ordinary general meeting of Nisshin Trans Consolidator BD Ltd will be held on 04th December 2025 at 10:00 a.m. at the Registered office of the company at Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh to consider the following business and if thought fit to pass the following resolutions as special resolution:
To resolve the amendment of Article No. Clause 09 relating to ‘TRANSFER AND TRANSMISSION OF SHARES’ to be read as hereunder:
09. With the approval of the Board of Directors any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother, or any trust whether created by shareholder or anyone else. Except as aforesaid, no share shall be transferred to any person who is not a member of the Company so long as any member is willing to purchase the same at the fair value determined by the Transferor & Transferee Board of Directors at their discretion. The procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors at their discretion.
In the event of the death of Mr. Kabir Ahamed, his share will be transferred to his son, Mr. Ahmed Ayan Shahrukh (50%) and daughter, Ms. Kamrun Nahar Omi (50%) equally.
To resolve the amendment of Article No. Clause 16 relating to ‘PROCEEDING AT GENERAL MEETING’ to be read as hereunder:
16. Subject to the provisions of Section 87 (2) of the Act related to special resolutions at least 14 (Fourteen) days’ notice from the date posting, the notice specifying the place the date and hour of the general meeting shall be and in the case of special business, the general nature of such business shall be notified to the members, which may, with the written consent of all the members, be called by shorter notice and in such manner as the members think fit.
Meeting of Directors may be held at any place and time deemed convenient to them to take place with short notice. The Directors may use electronic means of communication (Online meeting/Video Conference) to conduct General Meetings, including providing notice, sending proxy forms, and allowing electronic voting. The Directors may, in need, hold it's meeting through video conference using the online platform.
To resolve the amendment of Article No. Clause 17 relating to ‘QUORUM (AGM)’ to be read as hereunder:
17. (Two) 2 Members present in person and entitled to vote shall form a Quorum in any general meeting. For the fulfillment of the quorum, a representative from Nisshin Transportation Co. Ltd. or a proxy of the representative from Nisshin Transportation Co. Ltd. must be present.
To resolve the amendment of Article Clause No. 19 relating to ‘VOTE OF MEMBERS’ to be read as hereunder:
19. On a show of hands, every member present in person shall have one vote and upon every member present in person or by proxy of attorney shall have one vote for every share held by him.
Every instrument appointing a special proxy shall, as nearly as circumstances will admit, be in the form or to the effect following and shall be retained by the company.
PROXY FORM
I,______ being a member of Nisshin Trans Consolidator BD Ltd__ hereby appoint _______of _______ or failing him ______of_______ or failing him ______ of ______as my proxy/Attorney in my absence to attend and vote for me, and on my behalf at the (ordinary or extra ordinary as the case may be) General Meeting of the company to be held on the_____ day of________ and at any adjournment thereof. As witness my hand this day of / _____ signed by the said________ in presence of_______ provided always that an Instrument appointment proxy may be in the form set out in Schedule-I of the Companies Act 1994, in regulation 68 of Table A.
To resolve the amendment of Article Clause No. 21 relating to ‘DIRECTORS’ be and is hereby amended and to be read as hereunder:
21. 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 directors of the company unless anyone of them voluntarily resigns the said office or is otherwise removed therefrom under the provisions of section 108(1) of the Companies Act, 1994.
1. MR. KABIR AHMED
2. MR. MOHON HALDER
3. MR. SHINICHI MAGAMI (NOMINEE DIRECTOR OF NISSHIN TRANSPORTATION CO. LTD.)
To resolve the amendment Article Clause No. 25 relating to ‘QUORUM (Board Meeting)’ to be read as hereunder:
25. 2 (Two) at least of the Board have to present in person and be qualified to vote shall form a Quorum in any ordinary or extraordinary general meeting. No business shall be transacted or discussed at any general meeting unless the requisite quorum is present at the commencement of the meeting. The Chairman of the Board of Directors shall preside over every general meeting. In absence of the Chairman, any Director elected by the Board shall preside over the meeting.
No meeting can be held without the presence of a representative from Nisshin Transportation Co. Ltd., or a proxy of the representative from Nisshin Transportation Co. Ltd. must be present at the meeting.
To discuss any other consequential matter in connection with the insertion of a new Article in the Articles of Association as above.
All members are requested to attend the meeting in time.
√
_____________
Kabir Ahmed
Managing Director
Distribution
All members of the company
Minutes of an Extra-Ordinary General Meeting
of
Nisshin Trans Consolidator BD Ltd
An Extra-Ordinary General Meeting of Nisshin Trans Consolidator BD Ltd was held on 04th December 2025 at 10:00 AM at the registered office of the company at Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh.
Members present Signature
Sl. No.
Name
Designation
Signature
01.
Mr. Kabir Ahmed
Managing Director
🗸
02.
Mr. Shinichi Magami (representative of Nisshin Transportation Co. Ltd.)
Director
🗸
Proceedings:
Mr. Shinichi Magami, Director of the company, was elected as the Chairman of the meeting. The meeting Chairman confirmed that the quorum required for holding the Extraordinary General Meeting (EGM) was present, and that the meeting had been duly convened in accordance with the Company’s Memorandum and Articles of Association.
The meeting Chairman read the Notice of the meeting with the agenda and invited the shareholders to discuss the agenda.
The meeting Chairman informed the meeting that, to enhance our operations and implement necessary changes, it was essential to amend the Articles of Association. All the shareholders agreed with the meeting Chairman's proposal, and the following resolutions were passed unanimously as a Special Resolution:
Resolved that Article Clause No. 09 relating to ‘TRANSFER AND TRANSMISSION OF SHARES’ be and is hereby amended and to be read as hereunder:
09. With the approval of the Board of Directors any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother, or any trust whether created by shareholder or anyone else. Except as aforesaid, no share shall be transferred to any person who is not a member of the Company so long as any member is willing to purchase the same at the fair value determined by the Transferor & Transferee Board of Directors at their discretion. The procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors at their discretion.
In the event of the death of Mr. Kabir Ahamed, his share will be transferred to his son, Mr. Ahmed Ayan Shahrukh (50%) and daughter, Ms. Kamrun Nahar Omi (50%) equally.
Resolved that the Article Clause No. 16 relating to ‘PROCEEDING AT GENERAL MEETING’ be and is here by amended and to be read as here under:
16. Subject to the provisions of Section 87 (2) of the Act related to special resolutions at least 14 (Fourteen) notice from the date posting, the notice specifying the place the date and hour of the general meeting shall be and in the case of special business, the general nature of such business shall be notified to the members, which may, with the written consent of all the members, be called by shorter notice and in such manner as the members think fit.
Meeting of Directors may be held at any place and time deemed convenient to them to take place with short notice. The Directors may use electronic means of communication (Online meeting/Video Conference) to conduct General Meetings, including providing notice, sending proxy forms, and allowing electronic voting. The Directors may in need, hold it's meeting through video conference using the online platform.
Resolved that the Article Clause No. 17 relating to ‘QUORUM (AGM)’ be and is hereby amended and to be read as hereunder:
17. (Two) 2 Members present in person and entitled to vote shall form a Quorum in any general meeting. For the fulfillment of the quorum, a representative from Nisshin Transportation Co. Ltd. or a proxy of the representative from Nisshin Transportation Co. Ltd. must be present.
Resolved that the Article Clause No. 19 relating to ‘VOTE OF MEMBERS’ be and is hereby amended and to be read as hereunder:
19. On a show of hands, every member present in person shall have one vote and upon every member present in person or by proxy of attorney shall have one vote for every share held by him.
Every instrument appointing a special proxy shall, as nearly as circumstances will admit, be in the form or to the effect following and shall be retained by the company.
PROXY FORM
I,___________________________________________ of _____________________________________
__________________________________________ being a member of Nisshin Trans Consolidator BD Ltd
_____________________________________________ hereby appoint __________________________
of __________________________________________________ or failing him ____________________
_____________________________________________ of ____________________________________
__________ or failing him ____________________________________________ of
_________________________________________________________________________________
as my proxy/Attorney in my absence to attend and vote for me, and on my behalf at the (ordinary or extra ordinary as the case may be) General Meeting of the company to be held on the ______________________________________________________________________________ day of
________________________________________________________ and at any adjournment thereof. As witness my hand this day of / _________________________________________________________
_____________________________________________________________________ signed by the said
____________________________________________________________ in presence of
________________________________________________________________ provided always that an
Instrument appointment proxy may be in the form set out in Schedule-I of the Companies Act 1994, in regulation 68 of Table A.
Resolved that the Article Clause No. 21 relating to ‘DIRECTORS’ be and is hereby amended and to be read as hereunder:
21. 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 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. KABIR AHMED
2. MR. MOHON HALDER
3. MR. SHINICHI MAGAMI (NOMINEE DIRECTOR OF NISSHIN TRANSPORTATION CO. LTD.)
Resolved that the Article Clause No.25 relating to ‘QUORUM (Board Meeting)’ be and is hereby amended and to be read as hereunder:
25. 2 (Two) at least of the Board have to present in person and be qualified to vote shall form a Quorum in any ordinary or extraordinary general meeting. No business shall be transacted or discussed at any general meeting unless the requisite quorum is present at the commencement of the meeting. The Chairman of the Board of Directors shall preside over every general meeting. In absence of the Chairman, any Director elected by the Board shall preside over the meeting.
No meeting can be held without the presence of a representative from Nisshin Transportation Co. Ltd., or a proxy of the representative from Nisshin Transportation Co. Ltd. must be present at the meeting.
To discuss any other consequential matters related to the insertion of a new Article in the Articles of Association as mentioned above.
It was resolved that, as there were no further matters to discuss, the Chairman declared the meeting ended at 12:00 PM.
√
_______________
Shinichi Magami
Chairman of the Meeting