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Date: 1st February 2025
NOTICE OF THE BOARD MEETING
of
Toyotsu Machinery & Engineering Bangladesh Limited
Notice is hereby given that the Board of Directors Meeting of Toyotsu Machinery & Engineering Bangladesh Limited will be held at 11:00 AM on 23rd February 2025 at SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue, Gulshan-1, Dhaka-1212, Bangladesh to transact the following agenda:
To discuss and consider the Minutes of the last Board Meeting.
To discuss the removal of Mr. Shinya Miura by Toyotsu Machinery Corporation as Nominee Director from the Board of Toyotsu Machinery & Engineering Bangladesh Limited
To discuss the resignation of Mr. Shinya Miura from the post of Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited.
To discuss the nomination of Mr. Kazuo Enosako by Toyotsu Machinery Corporation as Nominee Director on the Board of Toyotsu Machinery & Engineering Bangladesh Limited
To decide about the appointment of new Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited.
To discuss the removal of Mr. Shinya Miura from the bank signatory for the operative bank account.
To discuss the appointment of Mr. Kazuo Enosako as the bank signatory for the operative bank account.
To discuss the removal of Mr. Shinya Miura and the appointment of Mr. Kazuo Enosako as the Authorizer for Internet Banking.
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.
🗸
____________Shinya Miura Managing Director Toyotsu Machinery & Engineering Bangladesh Limited
Copy to: All members of the Board of Directors
MINUTES OF THE BOARD MEETING
of
Toyotsu Machinery & Engineering Bangladesh Limited
The Board Meeting of Toyotsu Machinery & Engineering Bangladesh Limited was held on 23rd Feb 2025 at 11:00 AM at SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue, Gulshan-1, Dhaka-1212, Bangladesh.
The following Directors were present at the meeting:
SL.
Name of the Directors
Designation
Signature
1
Mr. Yoshihiro Kawahara
Nominee Director of Toyota Tsusho Corporation
Director
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2
Mr. Shinya Miura
Nominee Director of Toyotsu Machinery Corporation
Managing Director
🗸
3
Mr. Kenji Kanamori
Nominee Director of Toyotsu Machinery
Corporation
Director
🗸
4
Mr. Kazuo Enosako
On special invitation
🗸
Mr. Yoshihiro Kawahara 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.
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 discuss the removal of Mr. Shinya Miura by Toyotsu Machinery Corporation as Nominee Director from the Board of Toyotsu Machinery & Engineering Bangladesh Limited.
The meeting Chairman informs the board that, Toyotsu Machinery Corporation has withdrawn the nomination of Mr. Shinya Miura since the top management has decided to remove him from Toyotsu Machinery Corporation due to internal decision. The board discussed the matter and passed the following resolutions unanimously:
“RESOLVE THAT; 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.”
Agenda No.: 03: To discuss the resignation of Mr. Shinya Miura from the post of Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited.
The meeting Chairman informs the board regarding the resignation of Mr. Shinya Miura (Passport No.: TZ2195217) from the post of Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited. The board discussed the matter and passed the following resolutions unanimously:
“RESOLVE THAT; the resignation of Mr. Shinya Miura from the post of 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.”
Agenda No.: 04: To discuss the nomination of Mr. Kazuo Enosako by Toyotsu Machinery Corporation as Nominee Director on the Board of Toyotsu Machinery & Engineering Bangladesh Limited
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:
“RESOLVE THAT; the nomination Mr. Kazuo Enosako as Nominee Director of Toyotsu Machinery Corporation on the of Toyotsu Machinery & Engineering Bangladesh Limited has been accepted and approved.”
Agenda No.: 05: To decide about the appointment of the new Managing Director of Toyotsu Machinery & Engineering Bangladesh Limited
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:
“RESOLVE THAT; 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.”
Agenda No.: 06: To discuss the removal of Mr. Shinya Miura from the bank signatory for the Bank Account.
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:
“RESOLVE THAT; 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.”
Agenda No.: 07: To discuss the appointment of Mr. Kazuo Enosako as the bank signatory for the operative bank account.
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:
“RESOLVE THAT; 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.”
Agenda No.: 08: To discuss the removal of Mr. Shinya Miura and the appointment of Mr. Kazuo Enosako as the “Authorizer” and “Checker” for Internet Banking.
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:
“RESOLVE THAT; 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.”
Agenda No.: 9: 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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__________________
Yoshihiro Kawahara
Chairman of the Meeting