Dated: 15th May 2025
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
METRO COMPUTER BANGLADESH Co., Ltd.
Notice is hereby given to all members of the Board of Directors of METRO COMPUTER BANGLADESH Co., Ltd. that a Meeting of Board of Directors of the Company will be held on 10th June 2025 at 10.00 A. M. at its registered office at Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh to consider the following agenda:
To confirm the minutes of the last Board Meeting.
To consider the issuance of 2940 ordinary shares of the existing shareholder against the share capital.
To discuss and approve the allotment of 40,967 ordinary shares of Tk. 100 each raised through Right Issue: and,
Any other matters with the permission of the Chair.
All members of the Board of Directors are requested to attend the meeting.
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________________
Takanori Hagiwara
Managing Director
ARTNATURE BANGLADESH LTD.
Copy to: All members of the Board
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
ARTNATURE BANGLADESH LTD.
The Board Meeting of METRO COMPUTER BANGLADESH Co., Ltd. was held on 10th June 2025 at 10.00A. M. at its registered office at Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh.
The following Director/Persons were presented:
Sl.
No.
Name
Designation
Signature
01
Takashi Kawasaki
Chairman
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02
Risa Yamanaka
Managing Director
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03
Takiko Honda
Director
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Mr. Takashi Kawasaki, the chairman of the Company presided over the meeting.
Being satisfied with the attendance required for a quorum for holding of Board Meeting the Chairman called the meeting to order.
Proceeding:
The notice of the meeting was read out and the agenda was taken up for consideration:
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 consider and approve the proposal for issuance the new shares against the share capital:
The Chairman informed the meeting that, in order to ensure smooth operations, it is necessary to increase the company's paid-up capital. He further stated that the company currently has BDT 2,94,072 in hand as share capital, which was additionally injected during the establishment of the company by Mr. Takashi Kawasaki, Ms. Risa Yamanaka, and Ms. Takiko Honda. Mr. Takashi Kawasaki injected BDT 248,000, Ms. Risa Yamanaka injected BDT 38,000, and Ms. Takiko Honda injected BDT 8,072. As per the guidelines of Bangladesh Bank, the company should allot shares against the injected share capital. After discussion, it was unanimously:
"RESOLVED THAT, The Board hereby discusses and approves the issuance of new shares in
favor of Mr. Takashi Kawasaki (2,480 shares), Ms. Risa Yamanaka (380 shares), and Ms. Takiko
Honda (80 shares) against the share money deposited by them at the time of the company’s
establishment."
After allotment, the shareholding position will be as follows:
Name of shareholder’s
Existing shares
Total existing shares after allotment
Mr. Takashi Kawasaki
47500
49980
Ms. Risa Yamanaka
500
880
Ms. Takiko Honda
2000
2080
Total
50,000
52,940
Agenda No–03: To discuss and approve the allotment of 40,967 ordinary shares of Tk. 100 each raised through Right Issue:
The Chairman informed that about the decision of the meeting of the Board of Directors of the company held on 25th April 2025 regarding the proposal of an increase of paid-up capital of Tk. 40,96,700 divided into 40967 ordinary shares of Tk. 100 each of the company and served notice for right offer of shares to all shareholders on 15th April 2025.
Hence, Ms. Risa Yamanaka & Ms. Takiko Honda declined to purchase the offered 410 ordinary shares and 1638 ordinary shares respectively and has expressed their no objection to offering these 410 ordinary shares & 1638 ordinary shares, to the other shareholders or outsider of the Company.
On the other hand, Mr. Takashi Kawasaki, has provided written notice, accepting the purchase of the offered 38919 ordinary shares and has also expressed interest in purchasing the remaining 2048 ordinary shares if no one else is willing to purchase those.
"RESOLVED THAT the allotment of 40967 ordinary shares of Tk. 100 each to Mr. Takashi Kawasaki, by way of purchase, is hereby approved and accepted."
After allotment, the shareholding position will be as follows:
Name of shareholder’s
Total existing shares before allotment
Allotment from Previous Share Money Deposit
Allotment from New Injected Share Money
Total existing shares after allotment
Mr. Takashi Kawasaki
47500
2480
40967
90947
Ms. Risa Yamanaka
500
380
-
880
Ms. Takiko Honda
2000
80
-
2080
Total
50000
2940
40967
93,907
After further discussion, it was accepted unanimously:
"RESOLVED THAT, return of Allotment for 93907 ordinary shares of Tk 100 each in the Company as approved above to be filed with the Registrar of Joint Stock Companies of Bangladesh within the stipulated time framed by the Companies Act, 1994 and Directors of the Company is duly authorized by the Board to complete the necessary formalities under the Companies Act, 1994 and thus to issue the share certificate to the respective shareholders.”
Agenda No- 04. Any other matters with the permission of the Chair:
There being no other business to transact, the Meeting ended with vote of thanks to the Chair.
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_____________________
Takashi Kawasaki
Chairman of the Company