MOA

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 OF ASSOCIATION OF METRO COMPUTER BANGLADESH Co., Ltd. Issue No. 559790 Date: 18/12/2025 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 METRO COMPUTER BANGLADESH Co., Ltd. I. The name of the company is METRO COMPUTER BANGLADESH Co., 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): 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. 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. 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. 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. 1 2 3 4 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 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. 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. 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. 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. 5 6 7 8 9 IV. 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. [This set of Memorandum of Association was adopted by the members through a special resolution on 31-AUG-25] 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. Name : Takashi Kawasaki Name : Risa Yamanaka Name : Takiko Honda Father's Name : Kiyoshi Kawasaki Mother's Name : Minoru kawasaki Address : 3-1 kaminishiyama-machi, Nagasaki- shi, Nagasaki, Japan, N/A Date of Birth : 10-AUG-46 E-mail : takashi-kawasaki@metrobooks.co.jp Phone : +81-90-3198-3737 TIN : 0 NID/Passport No. : TR4103176 Nationality : Japanese Father's Name : Masayoshi Yamanaka Mother's Name : Midori Yamanaka Address : 4-12-3f Nigiwai-Machi, Nagasaki-Shi, 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 Father's Name : Matsuyoshi Honda Mother's Name : Setsuko Honda Address : 3-6-902 Goto-Machi, Nagasaki- 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 Chairman Managing Director Director 47500 ( Forty Seven Thousand Five Hundred shares) 500 ( Five Hundred shares) 2000 ( Two Thousand shares) 1 2 3 sd/- sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Rabbiul Alam Rafi Saori Fujimoto House-67 (Level-8), Road-4, Block- C, Banani, Dhaka1213 Phone : 01633309058 NID : 1006846966 House-67 (Level-8), Road-4, Block-C, Banani, Dhaka1213 01979433866 TZ2195235 Phone : NID : Name : Address: