Meeting Minutes Feb 19 2025 of TMEB's BOD rev.2 (Updated by TCF)

MINUTES OF THE BOARD OF DIRECTORS MEETING Company Name: February 19, 2025Time of Meeting: 9:00-9:30Location: Conference room of TMEB, SE(D)22 Crystal Palace (8F), Road 140, Gulshan South Avenue Gulshan-1, Dhaka -1212, BangladeshMeeting Chairman: Mr. Shinya Miura Directors Present: SL. Name of the Directors Designation Signature 1 Mr. Yoshihiro Kawahara Nominee Director of Toyota Tsusho Corporation Director 🗸 2 Mr. Shinya Miura Nominee Director of Toyotsu Machinery Corporation Managing Director 🗸 3 Mr. Kenji Kanamori Nominee Director of Toyotsu Machinery Corporation Director 🗸 Special Invitation: 4 Mr. Kazuo Enosako Proposed Managing Director 🗸 Directors Absent: NonRecorder: Irman Al Mamun Mr. Shinya Miura was elected as Chairman of the meeting and presided over the meeting: Being satisfied with the quorum, the meeting Chairman started the proceeding of the meeting. 1. Agenda: To discuss and consider the Minutes of the last Board Meeting: The minutes of the previous Board of Directors meeting were reviewed and unanimously approved. 2. Agenda: To discuss the removal of Mr. Shinya Miura by Toyotsu Machinery Corporation as Nominee Director from the Board of Toyotsu Machinery & Engineering Bangladesh Limited Discussion: The meeting Chairman informs the board that, Toyotsu Machinery Corporation has withdrawn the nomination of Mr. Shinya Miura since he will be transferred to Japan from Bangladesh. The board discussed the matter and passed the following resolutions unanimously: “Resolution: the removal of Mr. Shinya Miura from Toyotsu Machinery Corporation has been acknowledged and accepted by the board which is effective from 1st April 2025.” The resolution was passed with 3 votes in favor. 3. Agenda: To discuss the resignation of Mr. Shinya Miura from the post of Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited. Discussion: The meeting Chairman informed the board regarding the resignation of Mr. Shinya Miura (Passport No.: TZ2195217) from the post of Director as well as Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited. The board discussed the matter and passed the following resolutions unanimously: “Resolution: the resignation of Mr. Shinya Miura from the post of Director as well as Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited has been accepted and it will be effect from 01 April 2025 which has been approved by the board.” The resolution was passed with 3 votes in favor. 4. Agenda: To discuss the nomination of Mr. Kazuo Enosako by Toyotsu Machinery Corporation as Nominee Director on the Board of Toyotsu Machinery & Engineering Bangladesh Limited Discussion: The meeting Chairman informs the board regarding the nomination of new director Mr. Kazuo Enosako (Passport No.: TT2177823) by Toyotsu Machinery Corporation as Nominee Director on the Board of Toyotsu Machinery & Engineering Bangladesh Limited: “Resolution: the nomination Mr. Kazuo Enosako as Nominee Director of Toyotsu Machinery Corporation on the board of Toyotsu Machinery & Engineering Bangladesh Limited has been accepted and approved.” The resolution was passed with 3 votes in favor. 5. Agenda: To decide about the appointment of the new Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited Discussion: The meeting Chairman proposed the name of Mr. Kazuo Enosako for the position of the Managing Director of the company in place of Mr. Shinya Miura. The board discussed the proposal and passed the following resolution: “Resolution: Mr. Kazuo Enosako will be the new Managing Director of the company with effect from 01 April 2025 and such appointment hereby has been approved.” The resolution was passed with 3 votes in favor. 6. Agenda: To discuss the removal of Mr. Shinya Miura from the bank signatory for the Bank Account. Discussion: The meeting Chairman informed the board about the change of the Bank Signatory (Account No.: 01 7508807 02 Standard Chartered Bank, Gulshan Branch) since Mr. Shinya Miura has been removed from the post of Managing Director of the company. The board discussed the proposal and passed the following resolution: “Resolution: The decision of the removal of Mr. Shinya Miura from the Bank signatory which will be effect from 01 April 2025 has been approved by the board.” The resolution was passed with 3 votes in favor. 7. Agenda: To discuss the appointment of Mr. Kazuo Enosako as the bank signatory for the operative bank account. Discussion: The meeting Chairman proposed the board to appoint the Bank Signatory (Account No.: 01 7508807 02 Standard Chartered Bank, Gulshan Branch) since Mr. Kazuo Enosako has been appointed as Managing Director. The board discussed the proposal and passed the following resolution: “Resolution: The decision of the appointment of Mr. Kazuo Enosako as the Bank signatory which will be effect from 01 April 2025 has been approved by the board.” The resolution was passed with 3 votes in favor. 8. Agenda: To discuss the removal of Mr. Shinya Miura and the appointment of Mr. Kazuo Enosako as the “Authorizer” and “Checker” for Internet Banking Discussion: The meeting Chairman proposed to change the “Authorizer” & “Checker” of the Internet Banking Service of the company’s Bank Account. The board discussed the proposal and passed the following resolution: “Resolution: the board has confirmed the removal of Mr. Shinya Miura and the appointment of Mr. Kazuo Enosako as the “Authorizer” and “Checker” for the Internet Banking.” 9. Agenda: To discuss the office Lease agreement of the company. Discussion: The meeting chairman provided a copy of office the Lease Agreement ref# TMEB-2025-01-A to the board member and the following decision. “Resolution: the board has decided to rent the office for 6 years. The office space will be shared with the Toyota Tsusho Dhaka Liaison Office. The lease agreement has been adopted and approved by the board member.” The resolution was passed with 3 votes in favor 10. Agenda: To discuss and determine the salary for Mr. Kazuo Enosako. Discussion: The meeting chairman proposed to the board regarding the salary of Mr. Kazuo Enosako. “Resolution: the board has decided approved that, the salary shall be set at USD 853 per month.” The resolution was passed with 3 votes in favor 11. Agenda: Adjournment The meeting chairman, Mr. Shinya Miura, declared that all agenda items had been addressed and adjourned the meeting. SIGNATURES Meeting Chairman:Signature: __________________________Name: Shinya Miura Date: February 19, 2025 Recorder:Signature: __________________________Name: Irman Al MamunDate: February 19, 2025