Dated: 28th November 2025
NOTICE OF THE BOARD MEETING
OF
BANGLADESH NAXIS CO. LTD.
Notice is hereby given that the Board of Directors Meeting of BANGLADESH NAXIS CO. LTD. will be held on 18th December 2025 at Jaigir, Dollah Bazaar, Singair, Postal Code: 1820, Manikganj, Bangladesh, at 10:00 am to transact the following agenda.
To discuss and consider the Minutes of the last Board Meeting;
To review the outstanding short-term loan received from NAXIS CO., LTD., Japan and to consider conversion of the loan into equity;
To approve issuance and allotment of new ordinary shares to NAXIS CO., LTD., Japan and increase of paid-up share capital;
To approve RJSC filing, issuance of share certificates, updating of statutory registers, and authorization for necessary actions.
All Directors of the Company are requested to make it convenient by attending the meeting.
By order of the Board of Directors.
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_______________
Nakamura Taiho
Chairman
BANGLADESH NAXIS CO. LTD.
Copy to: All members of the Board.
MINUTES OF THE BOARD MEETING
OF
BANGLADESH NAXIS CO. LTD.
The Board Meeting of BANGLADESH NAXIS CO. LTD. was held on 18th December 2025 at Jaigir, Dollah Bazaar, Singair, Postal Code: 1820, Manikganj, Bangladesh at 10:00 am.
The following Directors were present at the meeting:
SL.
Name of the Directors
Designation
Signature
Nakamura Taiho
Nominee Director of NAXIS CO., LTD.
Chairman
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Chongying Liang
Nominee Director of NAXIS HOLDING CO., LTD.
Managing Director
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Katsuji Osumi
Nominee Director of NAXIS HOLDING CO., LTD.
Director
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Mr. Nakamura Taiho, Chairman of the company presided over the meeting:
The agenda of the meeting was read out by the president of the meeting.
Proceeding:
Agenda No.-01: To discuss and consider the Minutes of the last Board Meeting:
The minutes of the last Board Meeting were read out and approved unanimously.
Agenda No.-02: To review the outstanding short-term loan received from NAXIS CO., LTD., Japan and to consider conversion of the loan into equity:
The Chairman informs that company took shot term loan from HQ (parent company) NAXIS CO., LTD. (42 Oohara Todera-Choyu, Sakyou-ku, Kyoto-Shi, Kyoto- Fu, Japan) amount of USD 700,000.00 equivalent to BDT 58,765,000.00 remitted on 02 MAR 2021. The agreement of short-term loan was signed and effective from 1 Mar 2021. Due to covid 19 pandemic, company could not repay the loan to HQ. After covid 19 pandemic company decided to restructure the Shareholding structure. Now company decided to convert the loan to equity. That’s means company will allot 587,650 number of ordinary share BDT 100.00 each to NAXIS CO., LTD. against the loan amount BDT 58,765,000.00. The board discussed the matter and passed the following resolutions unanimously:
“RESOLVE THAT; the Board reviewed the short-term loan of USD 700,000.00 (equivalent to BDT 58,765,000.00) received from NAXIS CO., LTD., Japan on 02 March 2021, under the loan agreement dated 01 March 2021, and noted that the Company could not repay the loan due to the Covid-19 pandemic.”
“FURTHER RESOLVED THAT; the Board approved the conversion of the entire outstanding loan amount of BDT 58,765,000.00 into equity with immediate effect.”
Agenda No.-03: To approve issuance and allotment of new ordinary shares to NAXIS CO., LTD., Japan and increase of paid-up share capital:
The Chairman informs the board regarding NAXIS CO., LTD. agreed to covert the loan to equity.
“RESOLVED THAT; the Board approved the issuance and allotment of 587,650 (Five Lac Eighty-Seven Thousand Six Hundred Fifty) new ordinary shares of BDT 100.00 each to NAXIS CO., LTD., Japan, against the converted loan.
SL.
Name of the Shareholders
Existing shares
New Allotment
Total shares After allotment
NAXIS HOLDING CO., LTD.
2,62,800
0
2,62,800
NAXIS CO., LTD.
29,200
5,87,650
6,16,850
Total
2,92,000 Shares
5,87,650 Shares
8,79,650 Shares
“FURTHER RESOLVED THAT; upon such allotment, the Company’s paid-up capital shall increase from 292,000 shares to 879,650 shares, and the same shall be properly recorded in the statutory books.”
Agenda No.-04: To approve RJSC filing, issuance of share certificates, updating of statutory registers, and reporting to Bangladesh Bank regarding the debt equity swap:
The Chairman informs the board regarding the necessary compliance and reporting for the debt equity swap (allotment of new shares against loan).
“RESOLVED THAT; the Board decided to prepare, sign, and submit all required documents - including Form-XV and other schedules - to the Registrar of Joint Stock Companies and Firms (RJSC) for giving legal effect to the allotment as well as the Board approved issuance of share certificates in favor of NAXIS CO., LTD., Japan, and instructed to update the Share Register and all other statutory records accordingly.”
“FURTHER RESOLVED THAT; the Board decided to report to Bangladesh Bank for the new allotment, the Company’s paid-up capital.”
Agenda No. - 05: Any other matters with the permission of the Chair:
Since there was no other matter for discussion, the meeting ended with a vote of thanks to the Chair.
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________________
Nakamura Taiho
Chairman
BANGLADESH NAXIS CO. LTD.