Notice & Minutes of board meeting

Dated: 24th March 2024 NOTICE OF THE BOARD MEETING OF Bengal IRIS TAKUMI LTD. Notice is hereby given that the Board of Directors Meeting of Bengal IRIS TAKUMI LTD. will be held at 11:00 AM on 15th April 2024 at Lot No. D1, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh, to transact the following agenda. To accept the Certificate of Incorporation. To be apprised of the Memorandum and Articles of Association of the company. To appoint 1st auditor of the company. To approve the registered address of the company. To issue share certificates to subscribers. Any other matters with the permission of the Chair. All Directors of the Company are requested to make it convenient by attending the meeting. By order of the Board of Directors. 🗸 _____________________ Masataka Irie Managing Director Bengal IRIS TAKUMI LTD. Copy to: All members of the Board of Directors NOTICE OF THE BOARD MEETING OF Bengal IRIS TAKUMI LTD. The Board Meeting of Bengal IRIS TAKUMI LTD. was held on 15th April 2024 at 11:00 AM at Lot No. D1, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh. The following Directors were present at the meeting: SL. Name of the Directors Designation Signature Mr. Yo Osumi (Nominee Director of IRIS Company Ltd.) Chairman 🗸 Mr. Masataka Irie (Nominee Director of IRIS Company Ltd.) Managing Director 🗸 Mr. Yukihei Osumi (Nominee Director of HONG KONG IRIS Co., Limited) Director 🗸 The Chairman of the company, Mr. Yo Osumi presided over the meeting and passed the following resolutions: Proceeding: Agenda No. 01: To accept the Certificate of Incorporation: The Certificate of Incorporation Date: 21st March 2024 vide Reg. No. C- 194385/2024, received from the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh was laid before the Board and the members present expressed satisfaction for the intime incorporation of the company in Bangladesh. “RESOLVED THAT; the certificate of incorporation is accepted by the board member unanimously.” Agenda No. 02: To be apprised of the Memorandum and Articles of Association of the company: A copy of the printed Memorandum and Articles of Association of the Company was submitted before the Board. The summary of the Memorandum and Articles of Association was read out and the clauses of both documents were found in conformity with legal provisions and the purpose of the company. “RESOLVED THAT; the Memorandum and Articles of Association are accepted and approved by the board member unanimously.” Agenda No. 03: To appoint 1st Auditor of the company: The Chairman informed the members of the Board that it is desirable to appoint Ahamed Shamim & Co. (ASC), Chartered Accountants of House -1/B, Flat-1A, Block-I Road No. 8, Dhaka 1213 as the 1st Auditor of the Company and further informed that they have consented to act as the 1st auditor of the Company. “RESOLVED THAT; Ahamed Shamim & Co. (ASC), Chartered Accountants of House -1/B, Flat-1A, Block-I Road No. 8, Dhaka 1213 is hereby appointed as the 1st Auditor of the Company to hold office until the conclusion of the 1st Annual General Meeting of the Company on such remuneration as agreed upon later on”. Agenda No. 04: To approve the registered address of the company: The chairman informed the members of the Board that the Registered Office of the Company would be located at Lot No. D1, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh. “RESOLVED THAT; the Registered Office of the Company be situated at Lot No. D1, Bangladesh Special Economic Zone, Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj, Bangladesh and it has been approved by the board.” “RESOLVED FURTHER THAT; the nameplate or signboard of the Company be affixed at the Registered Office of the Company”. Agenda No. 05: To issue share certificates to subscribers: The chairman informed the Board that share certificates of the Company is required to be printed and issued in favor of subscribers and in this regard, the Board passed the following resolution unanimously: “RESOLVED THAT; Share Certificates will be given for printing as per the design laid before this meeting and those Share certificates be machine numbered in regular order and be kept in the custody of Chairman of the Company who shall render account thereof to the Board”. “FURTHER RESOLVED THAT; share certificates will be issued in favor of the subscribers of paid-up capital as described below:” Sl. No. Name of the Shareholders Total No. of Shares Face Value (Tk.) Total Amount of Taka Distinctive Number 01. IRIS Company Ltd. Represented By: Mr. Yo Osumi 210000 (Two Lac Ten Thousand shares) 1000 21,00,00,000.00 01-210000 02. HONG KONG IRIS Co., Limited Represented By: Mr. Yukihei Osumi 1050 (One Thousand Fifty shares) 1000 10,50,000.00 210001-211050 Total 211050 shares (Two Lac Eleven Thousand Fifty Only) 21,10,50,000.00 Agenda No - 06: 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. 🗸 __________________ Yo Osumi Chairman Bengal IRIS TAKUMI LTD.