Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
Dated: 10 th 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 04 th December 2025 at 10:00 a.m. at the Registered office of the company at Safura Tower (10 th 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:
1. 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.
2. 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.
Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
3. 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.
4. 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,___________________________________________ 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
Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
Instrument appointment proxy may be in the form set out in Schedule-I of the Companies Act
1994, in regulation 68 of Table A.
5. 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.)
6. 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.
7. 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
Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
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 04 th 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:
1. 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
Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
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.
2. 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.
3. 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.
4. 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.
Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
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.
5. 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
Nisshin Trans Consolidator BD Ltd
Register Office: Safura Tower (10th Floor, South) 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1230, E-mail: ntcbd@nisshintransbd.com
Corporate Office : AZMI, Khan Residence, House# 37 (5th Floor), Road# 18, Block# B, Banani, Dhaka-1230, PABX: +88 02 55035210-12
Chattogram Office: AKH Tower (F-04), Plot# 10, Lane# 05, Road# 01, Block# L, Agrabad Access Road, Boropool, Chattogram, Cell: 01713424685
Airport Office: Cargo Village, Hazrat Shahjalal, International Airport, Dhaka, Bangladesh, Cell : 01789-167900
www.nisshintransbd.com
3. MR. SHINICHI MAGAMI (NOMINEE DIRECTOR OF NISSHIN TRANSPORTATION
CO. LTD.)
6. 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.
7. 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