_MOA & AOA Certified

THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM & ARTICLES OF ASSOCIATION OF METRO COMPUTER BANGLADESH Co., Ltd. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF METRO COMPUTER BANGLADESH Co., Ltd. The name of the company is METRO COMPUTER BANGLADESH Co., Ltd. The registered office of the company shall be situated in Bangladesh 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): 1 The company shall engage in a comprehensive range of IT services including Computers, Consultancy, Training, Composing, Printing, Data processing, Entry, IT Consulting, Professional Recruiting, Placement services in Bangladesh and abroad. It will also undertake software development, Programming, Web development, Graphic design, Video & Audio solutions, Networking (LAN, WAN, WAP, VPN), IPTSP, Online Radio, Call Center, IP-TV, Security Systems, Alarming Systems, Online newspapers, Cyber cafes, VSAT installations, E-Commerce, Game development (Windows, ios & Android), M-commerce, and all related IT businesses, including computer and communication equipment supply and assembly. 2 The company shall engage in the design, development, and commercialization of software solutions, including business applications, educational software, gaming software, mobile applications, and custom solutions, conducting market research, software development, testing, quality assurance, marketing, and sales, and providing technical support additionally, the company shall offer software consultancy services to help clients implement and optimize software solutions, engage in the export-import of software products, collaborate with technology firms to foster innovation, and engage in any and all businesses incidental or related to the aforementioned activities, including research and development, publishing educational materials, organizing conferences, forming partnerships, and leveraging technology for service delivery enhancement. 3 The company shall manage and operate a training services institute aimed to provide high-quality education and hands-on training in various fields of information technology (IT), skills development including proficiency in foreign languages (vocational course) such as Japanese and English, aligning curriculum development with industry standards, and ensuring comprehensive career counseling and job placement services for individuals, entities both locally and internationally. Furthermore, the company shall develop, deploy, and maintain advanced e-learning platforms for comprehensive online education in IT training, language training i.e. Japanese and English, and vocational skills development, featuring robust Learning Management Systems (LMS), interactive multimedia content, and assessments, leveraging cutting-edge technology to ensure engaging, flexible learning experiences with seamless technical support for enhanced educational accessibility and effectiveness globally. 4 The company shall engage and organize conferences, seminars, and workshops focusing on IT, business management, education, and technology. It shall develop and distribute educational materials, including textbooks and online courses, in collaboration with industry experts. Additionally, the company shall forge partnerships with educational institutions, technology providers, and industry associations to foster innovation and enrich educational offerings. Furthermore, the company shall integrate advanced technologies such as data analytics, digital platforms, and cybersecurity solutions to optimize service delivery, ensuring the provision of high-quality educational content and effective support services. 5 The Company shall engage in providing comprehensive business management consultancy services specifically tailored for domestic, foreign companies and organizations. This includes advising on business strategy, process optimization, project management, market analysis, financial planning, and other management aspects to improve operational efficiency, profitability, and growth. Additionally, the Company shall engage in consigned training projects from corporate clients, government bodies, and educational institutions, designing, developing, and delivering customized training programs, workshops, and educational materials based on specific requirements and objectives, aimed at enhancing the skills and knowledge of employees or students in the IT domain. 6 The company shall provide human resource development programs, workshops, and courses covering communication skills, performance management, and employee engagement. It shall offer customized solutions and ongoing support, and provide consultancy in business management, strategic planning, organizational restructuring, efficiency, finance, etc. and shall also provide services tailored to client needs in technical and soft skills development across various industries. Furthermore, the company shall operate as a staffing agency, including providing employees to domestic and international companies, and recruiting personnel on behalf of domestic and international firms, ensuring that all placements meet the specific requirements of the client organizations etc. 7 To attain the business objectives, the company may engage in partnerships, joint ventures, or amalgamations with any other companies. It may take over other companies and secure loans from banks or other financial institutions in a manner deemed fit by the company. Additionally, the company is authorized to mortgage its property and assets as securities for loans and or credit facilities provided to any associate company, companys, or third parties. It may also give guarantees securing the liabilities of such associate companies or third parties as necessary to support the companys business objectives. 8 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. 9 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. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 30000000 (Three Crore ) divided into 300000 ( Three Lac ) Ordinary Shares of TK 100 ( One Hundred ) 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. The Authorized Share Capital of the Company has been increased from 1,00,00,000 (One Crore) to 3,00,00,000 (Three Crore) pursuant to the resolution passed at the Extraordinary General Meeting held on 31st August 2025. 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. SL No. Name Position No. of Shares Taken Signature of subscribers 1 Name : Takashi Kawasaki Chairman 47500 Father's Name : Kiyoshi Kawasaki Mother's Name : Minoru kawasaki ( Forty Seven sd/- Address : 3-1 kaminishiyama-machi, Nagasaki- Thousand shi, Nagasaki, Japan, N/A Five Date of Birth : 10-AUG-46 Hundred E-mail : takashi-kawasaki@metrobooks.co.jp shares) Phone : +81-90-3198-3737 TIN : 0 NID/Passport No. : TR4103176 Nationality : Japanese 2 Name : Risa Yamanaka Managing 500 Father's Name : Masayoshi Yamanaka Mother's Name : Midori Yamanaka Director ( Five Hundred sd/- Address : 4-12-3f Nigiwai-Machi, Nagasaki-Shi, shares) Nagasaki, Japan, N/A Date of Birth : 20-DEC-78 E-mail : risa-yamanaka@metrobooks.co.jp Phone : +81-80-6746-5069 TIN : 0 NID/Passport No. : TZ1170771 Nationality : Japanese 3 Name : Takiko Honda Director 2000 Father's Name : Matsuyoshi Honda Mother's Name : Setsuko Honda ( Two Thousand sd/- Address : 3-6-902 Goto-Machi, Nagasaki- shares) Shi,Nagasaki, Japan, N/A Date of Birth : 26-JAN-67 E-mail : honda@metrobooks.co.jp Phone : 81-80-1710-9114 TIN : 0 NID/Passport No. : TT4978081 Nationality : Japanese Witness 2 Name : Saori Fujimoto Address: House-67 (Level-8), Road-4, Block-C, Banani, Dhaka1213 Phone : 01979433866 NID : TZ2195235 Witness 1 Name : Rabbiul Alam Rafi Address: House-67 (Level-8), Road-4, Block- C, Banani, Dhaka1213 Phone : 01633309058 NID : 1006846966 THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF METRO COMPUTER BANGLADESH Co., Ltd. PRELIMINARY The Regulations contained in the Schedule-1 of the Companies Act of 1994 shall apply to this Company with respect to such provisions as they are applicable to a Private Limited Company, so far only as they are not negated or modified by or as are not contained in the following Articles or any other Articles that may, from time to time be framed by the Company in a General Meeting or by any statute. In these Articles unless the context otherwise required the words or expressions defined or explained in the Companies Act, 1994, shall have the same meaning assigned to them respectively when used in relation to this Articles and as and when used in relation to the said Companies Act and in particular and without prejudice to the generality of the said provisions, the word importing the singular number shall include plural number and vice versa and the word importing masculine gender shall include feminine gender and the word importing person shall include body corporate. PRIVATE COMPANY 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: - No invitation shall be issued to the public to subscribe for any share or debenture of the Company. The number of Members of the Company (exclusive of the persons who are in the employment of the Company) shall be limited to fifty only: Provided that, when two or more persons hold one or more shares jointly in the Company, they will be treated as a single member: and The right to transfer of shares of the Company is restricted in the manner and to the extent hereinafter provided. The Company shall be entitled to commence business from the date of its incorporation. SHARE CAPITAL The Authorized Share Capital of the Company is TK. 30000000 ( Three Crore ) divided into 300000 ( Three Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with powers to increase and reduce the capital of the Company for the time being in accordance with the provisions of the Companies Act, 1994. CALL ON AND FORFEITURE The joint holders of shares shall be individually as well as jointly liable for the payment of any call or installment due in respect of the share held by them. The Directors may, from time to time, make call upon the members in respect of any money remaining unpaid on the shares held by them. No call shall be less than twenty five percent of the nominal value of the share and each member shall, subject to receive fourteen days¿ notice specifying the time and place of payment, pay to the Company the amount called on his share at the time and place so specified in the notice. If the requirement of the notice as aforesaid is not complied with, any share in respect of which the notice has been given may at any time thereafter be forfeited by a resolution of the Board of Directors. SHARE CERTIFICATE Every person whose name is entered in the Register of Members shall be entitled to one or more share certificates to be issued under the common seal of the Company, specifying the number of share or shares and denoting number of shares held by him and the amount paid up thereon, provided that in respect of share or shares held by several persons jointly the Company shall not be bound to issue more than one certificate and the delivery of such certificate to one of the several joint holders, preferably to the one whose name stands first in the Register of Members shall be sufficient delivery to all. If a share certificate is defaced, lost or destroyed it may be re-issued on such terms and conditions as the Directors may think fit. TRANSFER AND TRANSMISSION OF SHARES The share of the Company shall be transferred in the usual common form or in any other form as may be approved by the Directors. The instrument of transfer of any share of the Company shall be executed both by the transferor and the transferee and lodged at the registered office of the Company along with the share certificate. The transferor shall be deemed to remain as the holder of this Share until the name of the transferee is entered in the Register of Members. The legal heirs, successors, executors, administrators or assignees of a deceased sole holder of a share shall be the only person recognized by the Company having any title of the share. Any person entitled to a share in consequence of death or insolvency of a member shall, upon such evidence being produced as may be required by the Directors, have the right to be registered as a member in respect of that share. A member may, at any time subject to the approval of the Directors, transfer any share to his wife, her husband, his or her sons, daughters, father, mother, or brother. INCREASE OF SHARE CAPITAL The Directors may, with the sanction of any ordinary resolution of the Company previously passed in a general meeting, increase its share capital by the issue of the new shares. Such increase is to be of such amounts and to be divided into shares of such respective value as the Company in general meeting may direct and if no direction is given, then the increase shall be as the Directors think fit. BORROWING POWERS The Directors may, from time to time, borrow from any source any sums of money required for the purpose of the Company and raise and secure the payment of such money in such manner and upon such terms and conditions in all respects as they may think fit and in particular, by the issue of shares or by making, drawing, accepting or endorsing on behalf of the Company any promissory notes, bill of exchange or by giving or issuing any of the securities of the Company or by the creation of mortgage, charge of hypothecation all or any of the properties of the Company both, present and future. GENERAL MEETING The First General Meeting of the Company shall be held within eighteen months from the date of incorporation of the Company and thereafter once at least in every calendar year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and places as may be decided by the Board of Directors of the Company. The above-mentioned general meeting shall be called Annual General Meeting and other general meetings of the Company shall be called extra-Ordinary General Meetings. PROCEEDING AT GENERAL MEETING Clause 49 of Sehedule-1 shall apply with the condition that with the consent of all the members entitled to receive notices of a particular meeting that a meeting may be convened by such shorter notice and in such manner as those members may think fit. The accidental omission to give any such notice to any member shall not invalidate the meeting and the resolutions passed at such meeting. QUORUM (AGM) 2 (Two) present in person and entitled to vote shall form a quorum for any general meeting of the Company. If, within half an hour from the time appointed for the holding of a meeting of the Company, a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place as the Directors may determine. No quorum shall be necessary at the adjourned meeting. VOTE OF MEMBERS On a show of hands, every member present in person and entitled to vote shall have one vote, and upon a poll, every member present in person or by proxy or power of attorney shall have one vote in respect of every share hold by him. On a poll, vote may be given either personally or by a proxy or under a power of attorney or by a person appointed under Section 86 of the Companies Act, 1994. A proxy must be a member of the Company. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him to the Company in respect of the share held by him have been paid. DIRECTORS Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 20( Twenty ).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. Takashi Kawasaki Risa Yamanaka Takiko Honda QUALIFICATION SHARES The qualification of a Director shall be the holding of 500 (Five hundred) shares of 100/- each in his/ her own name and not jointly with other or others. The remuneration of a Director shall be Tk. 500.00 (Tk. five hundred) only for each meeting of the Board attended by him/ her. The Director shall be entitled to be paid reasonable traveling expenses incurred by him/her whilst employed in the business of the Company. POWER OF DIRECTORS The business of the Company shall be managed by the Directors who may pay all expenses incurred for the formation and registration of the Company and may exercise all such powers of the Company as are not forbidden by the Companies 17. Act, 1994 or any statutory modification or re-enactment thereof for the time being in force or by the Articles required to be exercised by the Company in general meeting, subject nevertheless to any regulation being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting. But no regulations made by the Company in general meeting shall invalidate any prior act or acts of the Directors which would have been valid if that regulation had not been made. DISQUALIFICATION OF DIRECTORS The office of a Director shall be vacated if the Director: Fails to obtain the time as specified under Section 97 (a) of the Companies Act, 1994 or at any time thereafter ceases to hold the share qualification necessary for his/her appointment: or If found to be a person of unsound mind by a court of competent Jurisdiction: or If an adjudged insolvent: or 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 Director: or Voluntarily resigns from the office. QUORUM (Board Meeting) 2 (Two) shall form the quorum of a Directors meeting. Any resolution or circular signed by all the Directors shall be as valid and effectual as if it has been passed at a meeting of the Directors duly called and constituted. The Directors may at any time call a meeting of the Board of Directors. They may also elect one of them to be the Chairman of the Company in a vacant post. All acts done at a meeting of the Directors shall, notwithstanding that it was afterwards discovered that there was some defects in the appointment of such Directors or that they or any one of them were disqualified to be a Director be as valid and effectual as if every such person had duly been appointed and was duly qualified to be a Director provided that nothing herein contained shall be deemed to give validity to any act done by such Director or person acting as aforesaid after it has been shown that there was some defect in his appointment or that they or any one of them were disqualified to be Director. CHAIRMAN Takashi Kawasaki shall be the First Chairman of the company. He shall hold the office for a period of 5 (Five) years or he resigns voluntarily or disqualified under the provision of the Companies Act. 1994. The Chairman of the Company shall preside over all General Meeting as well as Board of Directors Meeting. MANAGING DIRECTOR Risa Yamanaka shall be the first Managing Director of the Company for 5 (Five) years from the date of incorporation of the Company and shall hold his position until he resigns voluntarily or otherwise becomes disqualified under provision of Section 108(1) of the Companies Act, 1994. POWER OF CHAIRMAN AND MANAGING DIRECTOR Subject to the direct control and supervision of the Board of Directors, the Chairman & Managing Director shall have the following powers: To manage the business and all other affairs of the Company, to appoint and employ officers, clerks, servants and day laborers for the Company and to remove or discharge them and appoint others and to pay the salary, remuneration and wages to the persons so employed and also to pay the preliminary expenses and other expenses for the formation and registration of the Company. b. To borrow or raise money by way of loans or overdrafts or by the creation of mortgage, charge of hypothecation or otherwise and on such terms and conditions as he may think fit and to sign, execute, seal and deliver necessary documents for securing the loan approve by the Board of Directors. c. To demand, sue for, realize and recover all dues, claims, demand, damages and compensations due and payable to the Company and to take proceedings, civil, criminal, revenue or otherwise and whether original or appellate. d. To purchase or otherwise acquire for the Company any land, building, office, goodness, licenses, rights, privileges, concessions, plant, machineries, goods, equipment and utensils as may be required by the Company and at such consideration and on such terms and conditions as he may think fit. e. To open branch office of the Company in Bangladesh or in any other foreign country as he may think necessary and also to close the same. To sign bills, vouchers, certificates, deeds, agreements, promissory notes, and any other negotiable or transferable instruments. To settle compound, submit to arbitration, compromise and withdraw any suits, accounts, claims and demands whatever whether arising from any legal proceedings or not. To invest the reserve fund of the Company and to dispose of same in such manner. To delegate all or any of his powers to any Director, Manager, Secretary, Agent, Accountant, Assistant or other officer of the Company as he may from time to time deem fit. j. To present for registration before the District Registrar, Sub-Registrar or any other registering authority and deed of document executed by the Chairman or any other Director if so, authorized by the Board of Directors in that behalf and to admit execution thereof and also to present for registration before any registering authority and deed or document executed in favor of the Company and generally to do all other acts and things in that behalf. k. To give donations and subscriptions to any charitable, benevolent, religious, social and cultural objects. l. To sign and verify plaints, written statements, petitions, applications and authorizing legal practitioners to act for and on behalf of the Company before all courts, civil, criminal, revenue or otherwise and generally to do all other acts and things may be necessary from time to time in connection with the business of the Company in different department under the Government and any other public or private offices. BANK ACCOUNT The company shall open Bank Account(s) with any Scheduled Bank(s) and shall operate the same under the signature of the Managing Director of the Company until and unless it is decided otherwise in a Board meeting attended by the all Directors. NOTICE When a notice is sent by post, the service of the notice shall be deemed to have been effected by properly addressing, prepaying and posting the letter containing the notice, unless contrary is proved, to have been effected at the time at which the notice would be delivered in the ordinary course of post. A notice may be given by the Company to any member either personally or by sending the same by post to him of his registered address by advertisement in the local newspaper, circulating in the neighborhood of the registered office of the Company. DIVIDEND AND RESERVE The Company in Annual General Meeting may declare a dividend but no dividend shall exceed the amount recommended by the Directors and no dividend shall be paid otherwise than out of the profits of the Company for the year or from any other undistributed profit and no dividend shall carry any interest as against the Company. The Directors may from time to time pay the members such interim dividends as they think fit and reasonable. The Directors may create reserve fund out of profits of the Company and they shall have the absolute authority as to the employment of the reserve fund by way of capitalization or otherwise. CAPITALIZATION OF THE RESERVE The Company in general meeting may resolve that any money, investments or other assets forming part of the undistributed profit of the Company and standing to the credit of the reserve fund or in the hands of the Company and available for dividend, be capitalized and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing that they become entitled there to as capital and that all or any part of such capitalized fund be applied on behalf of the shareholders in paying up in full any un-issued shares, debenture or debenture stock of the Company which shall be distributed accordingly or in or towards the payment of the uncalled liability on any issued share and that such distribution or payment shall be accepted by the shareholders in full satisfaction of their interests in the said capitalized sum. ACCOUNTS AND AUDIT An auditor or auditors shall be appointed by the Company and their duties shall be regulated in accordance with the provisions of Sections 210 to 213 of the Companies Act, 1994. Every account, when audited and signed by the Auditors and Directors and approved at a general meeting, shall be conclusive unless, so far as any error is discovered therein before the audit of the next successive year¿s accounts. Whenever such an error is discovered, the same shall forth with be rectified. INDEMNITY The Directors, Managing Director, Manager and any other officers of the Company shall be indemnified for all losses and expenditure incurred by them in the faithful discharge of their respective duty, except his willful acts, neglects or defaults and it shall be the duty of the Company to pay out of the funds of the Company in cash all losses and expenditure incurred by the Directors, Managing Director, Manager or other officers of the Company. The amount for which the indemnity has been provided shall immediately attach a lien on the property of the Company and shall have priority over all other claims. SECRECY The Directors, Manager, Secretary, Officer, Auditors, Agents or other person employed in the business of the company shall have to observe (by signing a declaration form) 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 connected is required to do so in order to comply with any provision of the law or in these presents. ARBITRATION Any dispute arising among the Directors themselves or between members and the Board of Directors and to the true interpretation of this articles or the implication thereof shall be referred to the Arbitration. Arbitration will be dealt and settled under the Arbitration Act, 2001. WINDING UP 36 If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the capital paid up such deficit shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively. If in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed among the members pro rata. The Authorized Share Capital of the Company has been increased from 1,00,00,000 (One Crore) to 3,00,00,000 (Three Crore) pursuant to the resolution passed at the Extraordinary General Meeting held on 31st August 2025.