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This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A LIMITED BY SHARES PRIVATE COMPANY MEMORANDUM & ARTICLES OF ASSOCIATION OF Hishab Technologies Limited This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY MEMORANDUM OF ASSOCIATION OF Hishab Technologies Limited I. The name of the company is Hishab Technologies Limited II. The registered office of the company shall be situated in Bangladesh III. The objects for which the company is established are all or any of the following (all objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of the business): Primarily to establish, develop, setup, maintain, conduct and operate IT enabled voice-based data input software, dialogue engine, reporting system, alternative credit scoring system and any sort of voice-based solution as a user interface for banking services system to avail services of every kind including commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, communication and other technological. social or other services and to design, expand, upgrade any kind of communications network consisting of computer, peripherals and electronic devices including telecommunication equipment, connected by online or offline, with or without cables and undertake other such incidental activities. To carry on the business of importing, exporting, trading, distributing, marketing of computer accessories, hardware, software, network hardware and software, installing sale and services, electric electronic office equipment training aids, communication equipment, audio- visual equipment, software modification resources, software development, production, sub-contracting, systems engineering and training but not limited to security equipment, automation equipment, automobile enhancement and telecom and networking equipment for management consulting of all types, providing information management and movement services, build advisory services of all types, installation, maintenance and supply services including providing associated hardware and software products for the purpose of the company. To carry on the business of Software designing, development, customization, implementation, maintenance, testing , benchmarking, designing, developing and dealing in computer software and solutions over telecommunication network using neural network technology, and to import, export, sell, purchase, distribute, host in data centers or over the web or deal in own and third party computer software packages, programs ,solutions, and to provide internet / web based applications, services ,solutions, provide or take up Information technology related assignments on sub-contracting basis, offering services on-site/ offsite or through development centers using owned /hired or third party infrastructure and equipment, providing solutions/ Packages/ services through applications services provider mode via internet or otherwise, to undertake IT enabled services like call Centre Management, Medical and legal transcription, data processing, Back office processing, data warehousing and management. To carry on in Bangladesh and anywhere else in the world, B2B and B2C business of providing solutions and services in IT in all its forms and perspectives and to undertake all such activities as are connected, linked or associated which includes but not limited to consultation in all types of end to end integrated solutions involving Security Information and Event Management solutions, Endpoint protection and detection response solutions, Data Loss Prevention solutions, Data Classification solutions, Information Rights Management solutions, Advanced Persistent Threat solutions, Network Access Control solutions, Database security 1 2 3 4 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. solutions, Web Application Firewall solutions, Distributed Denial of service solutions, Identity and Access Management solutions, Cyber security awareness solutions. To offer training, consultancy, advisory and all related services in all areas of information technology including computer hardware and software, data communication, telecommunications, manufacturing and process control and automation, artificial intelligence, natural language processing and to undertake research and development, and to provide for such research and development including conducting and participating in seminars, workshops, exhibitions, conferences and the like and to obtain technical know-how, literature, brochures, technical data. from abroad and export/disseminate them to other countries and engage in manpower recruitment for overseas requirements and also bring in necessary skilled personnel into the country. To design, develop, maintain, operate, expand, upgrade, lease out any kind of communications network consisting of computer, peripherals and electronic devices including telecommunication equipment, connected through any kind of link with or without cables and by development and implementation of computer systems information and Communication Technology and to carry on, undertake related business and do all matters incidental there to and to provide value added services on such a network within or outside Bangladesh and to develop, market, implement systems and application software packages and related products for Bangladesh and export markets to conduct software and hardware courses, to offer consultancy including hardware selection, system design, manpower selection, software development, implementation and training. To enter into any arrangement, agreement or contract with the Government, private, public authority and to obtain from any such Government or authority all rights, concession and privileges, which the Company may think desirable to obtain in connection with its business and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions, to attain business objectives, the company may enter into any sort of partnership, joint-venture, and amalgamation or take over with any other company. To participate in tenders by government bodies. To attain the business objectives company may enter into Partnership, Joint- venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party. 5 6 7 8 9 IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 80000000 ( Eight Crore ) divided into 800000 ( Eight Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares. V. This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Entity Name: Hishab Singapore Private Limited, Name : Mohammad Fayadan Hossain Represented By: (i)Zubair Ahmed Address: 10 Anson Road, 14-06 International Plaza, Singapore 079903 Father's Name : A.M. Istaque Hossain Mother's Name : Durdana Hossain Address : House-297/A, Road- 19/B Mohakhali DOHS, Post Office- Dhaka Cantonment-1206, Cantonment, Dhaka Date of Birth : 06-DEC-92 E-mail : fayadan.hossain@hishab.co Phone : 01779644498 TIN : 336760770367 NID/Passport No. : 911 582 2679 Nationality : Bangladeshi Share Holder Managing Director 1000 ( One Thousand shares) 100 ( One Hundred shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Md. Mazharul Islam Md. Ebrahim Yeasen House 4/A, Road 96, Gulshan ¿ 2 Phone : 01884334147 NID : 5972519705 House 52, Road 15, Block D, Banani, 01918-024292 2695047982751 Phone : NID : Name : Address: This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY ARTICLES OF ASSOCIATION OF Hishab Technologies Limited 1. 2. 3. 4. 5. 6. The regulations contained in the Schedule-1 of the Companies Act, 1994 (hereinafter called the Companies Act) shall, apply to this company with respect to such provisions as are applicable to private limited companies so far only as they are not negative or modified by or not contained in the following articles or any other articles that may from time to time be framed by company in general meeting or by any statute. Unless there be something repugnant in the subject or context inconsistent therewith Act means the Companies Act, 1994; Company means the Hishab Technologies Ltd.; Office means the Registered Office of the Company for the time being; Chairman means the Chairman of the Company for the time being; Director means the Director of the Company for the time being; Managing Director means the Managing Director of the Company for the time being; Board or Board of Director means the Board of Director of the Company for the time being; Register means the Register of members to be kept pursuant to Company Act, 1994; Proxy includes Attorney duly constituted under a Power of Attorney Unless there be something repugnant in the subject or context inconsistent therewith-In Writing means written or printed, partly written and partly printed and includes Lithography, type printed and other means representing word in a visible from; Year means the English Calendar Year as followed by the company; Month means the Calendar month according to the English Calendar Year. Word imparting the singular number includes the plural number and vice versa; Word imparting the masculine gender only includes the feminine gender; Member means the legal owner of the Company share as recorded in the Members register. The Company is a private limited company within the meaning of section 2(1) clause (k) of the Companies Act, 1994 and shall therefore apply the following restriction namely: (a) The Company shall not issue any invitation to the public to subscribe for any shares or debenture of the company. (b) The number of members of the Company (exclusive of the persons in employment of the company) shall not exceed fifty, but for the purpose of this provision when two or more persons holding one or more shares jointly in the company they shall be treated as a single member. (c) The right to transfer of shares shall be restricted in the manner and to the extent hereinafter appearing. The Authorized Share Capital of the Company is TK. 80000000 ( Eight Crore ) divided into 800000 ( Eight Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto respectively such special rights or privileges or PRELIMINARY INTERPRETATION PRIVATE COMPANY SHARE CAPITAL A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 7. 8. 9. 10. 11. 12. conditions as may be determined by the company and to consolidate or subdivide the shares and to convert the shares of higher or lower denomination. The shares of the Company shall be under the control of the Board of Directors, who may allot or otherwise dispose of the same to such person or persons on such terms and conditions and at such time as the Board of Directors may think fit and give to any person the call on any shares either at par or at a premium for such time and such consideration as the Board of Directors of the Company may think fit. However, any allotment, disposal, imposition of terms and conditions, call and determination of the value thereof and any other decision shall be subject to passing of the same by two third majority of the Board of Directors at the board meeting. The certificate of title to the share and the duplicate thereof shall be issued to the members under the common seal of the Company and shall be signed by such person or persons as may be specifically authorized by the Board of Directors for that purpose. If any share certificate be worn out, destroyed, defaced or lost a new certificate may be reissued in lieu thereof on such terms and conditions and on such indemnity as the Board of Directors may think fit. The Company shall have a lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have lien of all shares (other than fully paid shares standing registered in the name of a single person), for all money presently payable by him or his estate to the company, but directors may at any time declare any share to be wholly or partly excluded from the provisions of this clause. The lien of the Company if any on share shall extend to all dividends payable thereon. The Directors may from time to time make calls upon the members in respect of any money unpaid on their shares, provided that no call shall exceed one fourth of the nominal amount of the shares, and shall not be payable within at least one month from the last call and each members shall subject to receiving at least fourteen days¿ notice specifying the time or times of payments, pay to the company at the time or times so specified in the notice the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. The instrument of the transfer of any share in the company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof. With the two-third approval of the Board of Directors any share may be transferred by a shareholder to any third party or his wife or her husband, son daughter, brother, sister, father mother or any trust whether created by shareholder or anyone else except as aforesaid no share be transferred to any person who is not a member of the company so long as any member is willing to purchase the same at the fair value to be determined by the Board of Directors at their discretion. The SHARE CERTIFICATE LIEN CALL ON SHARES TRANSFER AND TRANSMISSION OF SHARES This document is digitally signed. Please find the soft copy to verify the signature. 13. 14. 15. 16. 17. 18. 19. 20. procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors. Any Member who desires to transfer his/her share(s) at the first instance shall offer the same to the existing member of the company. The Board of Directors may without assigning any reason whatsoever decline to register any transfer of share including transfer to any person who is a member of the company. The Board of Directors may with the sanction of the company in general meeting increase the share capital of such sum, to be divided into share of such amount as the resolution of the general meeting shall prescribe. The Company may, by special resolution reduce its share capital in any manner and subject to any incidental authorization and consent required by law. The Board of Directors may from them time at their absolute discretion raise or borrow any sum or sums of money for the purpose of the Company from any bank, financial institution or from other sources and particularly from any shareholder or Director and may secure the payment of such loan or debts in such manner and upon such terms and conditions in all respect as they think fit and proper. In particular by the issue of debentures of the Company or by making, drawing, accepting or endorsing on behalf of the company any promissory notes; or bills of exchange or giving or issuing any other security of the company or by creation of mortgage or charge on all or any of the property of the company both present and future, including its uncalled capital for the time being and the board of directors may guarantee the whole or any part of the loan or debts incurred by the company with power to secure the guarantors against liability in respect of such loans or debts by means of mortgage or charge upon the property of the company moveable & immoveable or otherwise. The Board of Directors may from them time at their absolute discretion decide to provide loan, security/guarantee to a separate corporate entity, sister concern, affiliate entity, or otherwise. The first general meeting of the company shall be held within eighteen months from the date of its incorporation. Subsequent general meeting shall be held once in every calendar year, (not being more than fifteen months from the date of last general meeting). The general meeting referred to this article shall be called annual general meeting. All other meeting of the shareholders of the company shall be called extra ordinary general meeting. The time and place of all general meeting shall be decided by the board of directors from time to time. ALTERATION OF CAPITAL BORROWING POWERS GENERAL MEETING This document is digitally signed. Please find the soft copy to verify the signature. 21. 22. 23. 24. 25. 26. 27. 28. 29. The Managing Director or the Chairman may at any time call a general meeting whether ordinary or extraordinary, and general meeting may also be called on the requisition of shareholders in accordance with the provisions of section 84 of the Companies Act, 1994. Subject to the provisions of section 87(2) of the Companies Act, 1994 relating to special resolution, no less than fourteen days of notice specifying the place, the day and the hour of the general meeting and in case of special business such other manner as may be prescribed by the company in general meeting. But accidental omission to give such notice to or non-receipt of such notice by any member shall not invalidate the proceeding of the General Meeting which with consent of all the members may be called by a shorter notice and in such manner as the members shall think fit. No business shall be transacted at general meeting unless the quorum of members is present at the time when the meeting proceeds to business. The selection of Chairman shall be flexible in each meeting or the members present shall elect anyone of them to be the Chairman of such particular meeting. If at any general meeting a resolution is put to the vote of the members shall at the first instance be decided by a show of hands unless a poll is demanded in accordance with the provisions of clause (e) of sub-section (1) of section 85 of the Companies Act,1994. However, there shall be some reserve matters which shall be resolved by way of special resolution. 2 (Two) members present in person or virtual meeting through platforms including but limited to Google Meet, Zoom etc or by proxy shall form the quorum for any general meeting whether ordinary or extra ordinary. No business shall be transacted in absence of the requisite quorum. On show of hands every member present in person shall have one vote and on a poll every member present in person or by a proxy shall have one vote in respect of each share held by him. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing, or, if the appointer is a body corporate either under the common seal or under the hand of an officer or attorney so authorized. No member shall be entitled to vote at any general meeting unless all calls or other sums of money presently due and payable by him in respect of shares in the company held by him have been paid. Unless Otherwise determined by the company in general meeting the number of PROCEEDING AT GENERAL MEETING QUORUM (AGM) VOTE OF MEMBERS DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 30. 31. 32. 33. 34. 35. 36. directors shall not be less than 2( Two ) and not more than 50( Fifty ).The following persons shall be the first directors of the company unless anyone of them voluntarily resigns the said office or otherwise removed therefrom under the provisions of section 108(1) of the companies Act, 1994. 1. Zubair Ahmed,Represented by Hishab Singapore Private Limited, 2. Mohammad Fayadan Hossain The qualification of the Directors shall be the holding of minimum 100 ordinary share of BDT 100/- each in the capital of the company in his/her own name alone and not jointly with other unless the company in general meeting resolves otherwise. Qualification share is not required for nominee Directors nominated by any institutional shareholder. Unless otherwise determined by the company in a general meeting each director will be reimbursed for direct and actual out-of-pocket expenses properly and reasonably incurred by him in performing duties related to the company as to be determined and approved by the Board from time to time. Unless otherwise determined by the Company in a general meeting, no other expenses, remuneration or benefits other than that mentioned in article no.32, shall be paid to the directors. The Board of Directors shall have power at any time and from time to time subject to special resolution of the directors to appoint one or more person or persons as director or directors to fill up the casual vacancy but by such appointment the total number of directors shall not exceed the maximum number of Directors fixed in the articles number 31. The business of the Company shall be managed by the Directors who may pay all expenses incurred for getting up and registering the Company and may exercise all such power of the Company as are not, by the Companies Act, 1994 or any statutory modification thereof for the time being in force or by these article required to be exercised or done by the Company in general meeting, subject nevertheless to any regulations of these articles or to the provisions of the said act, and to such regulations or provisions being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting but no such regulation made by the Company shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. All acts done by any meeting of the Directors or of a committee of Directors, or any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. QUALIFICATION SHARES POWER OF DIRECTORS DISQUALIFICATION OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 37. 38. 39. 40. 41. 42. 43. The office of the Directors shall be vacated if he/she (a) fails to obtain within the time specified in sub-clause (1) of section 97 of the Companies Act. 1994, or any time thereafter ceases to hold share qualification necessary for his/her appointment; or (b) is found to be a person of unsound mind by a court of competent jurisdiction; or (c) is adjudged insolvent; or (d) has not paid any call in respect of shares in respect of shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; or (e) is a minor; or (f) without the sanction of the Company in annual general meetings accepts or holds any office of profit under the Company other than of a Chairman or Managing Director or manager or a legal or technical adviser or a banker. The office of the Director shall be vacated, if he/she absents himself/herself from three consecutive meeting of the directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors. However, such provision will not be applicable to a director who has appointed an alternate pursuant to article number 35. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meeting and proceeding in such manner as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Each Director shall have the right, by written notice to the Company, to appoint any person (including another Director) as his alternate to attend and vote in place of such Director at any meeting of the Board held during the period of his appointment, and to remove any alternate so appointed. Such appointment may be for a specific meeting or for a specified period or may continue indefinitely until revoked. No such alternate shall be entitled to attend a meeting of the Board unless the notice appointing him has been received by the Company before the commencement of the meeting. If the Director who has appointed such an alternate shall cease to be a Director for any reason, such appointment shall cease to be effective immediately on such cessation. An alternate shall be entitled to exercise the vote of the Director who appointed him and if more than one Director has appointed him to act at the same time, the votes of all such appointers in addition to his own vote. A meeting of its Board of Directors shall be held at least once in every three months and at least four such meetings shall be held in every year. Notice of every meeting of the Board of Directors shall be given in writing to every director for the time being in Bangladesh and at his address in Bangladesh or by designated e-mail. Directors and alternate Directors resident outside Bangladesh shall be notified by fax or by email. Each Director shall be entitled to receive at least three (3) business days' notice of a Board meeting unless all Directors agree otherwise. A Board meeting shall be adjourned to the same time and place 10 (ten) business days later if a quorum is not present at that board meeting. If at such adjourned meeting a quorum is still not present within 45 minutes from the time appointed for PROCEEDING OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 44. 45. 46. 47. 48. the meeting the Director(s) present shall constitute a quorum. Except for the business as outlined in the notice of the original board meeting no other business shall be transacted at such an adjourned meeting. The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an adjournment or of the business to be transacted at an adjourned meeting. Subject to as otherwise expressly provided, the Directors (or their alternates) can be present at the meeting in person, by alternate or by conference (telephone, fax, virtual meeting or otherwise) and voting there at. A meeting of the Directors may be held by way of a conference between Directors, some or all of whom are in different places, provided that each Director who participates in the meeting is able: (i) to hear each of the other participating Directors addressing the meeting; and (ii) if he so wishes, to address each of the other participating Directors simultaneously, whether directly by conference telephone, fax, virtual meeting or by any other form of communication equipment (whether in use at present or developed subsequently) or by a combination of such methods. The Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held. A quorum shall be deemed to be present if those conditions are satisfied in respect of the number and designation of Directors required to form a quorum. A meeting held in this way shall be deemed to take place at such place as determined by the Board (which shall be where at least one director sits during the duration of the meeting). Any Director may by prior notice to the secretary or any competent person of the Company indicate that he wishes to attend by teleconference facilities, in which event the shareholders shall procure that the Board provides, so long as practicable, the appropriate tale-conference facilities. Unless otherwise expressly provided, resolutions proposed at a meeting of the Board shall be passed upon receiving the affirmative vote of a majority of the Directors (or their alternates) present at the meeting. Each Director shall have one vote. A resolution in writing obtained otherwise than in a meeting of the Board and signed by all of the Directors entitled to receive notice of a meeting of Directors (or their respective alternates) shall be as valid and effective for all purposes as a resolution of Directors duly passed at a meeting of the Board duly convened, held and constituted provided that when a Director has signed a resolution by fax, the original of the signed copy shall be deposited with the Company in its registered office or such other office as the Company may designate for this purpose from time to time by such Director as soon as possible thereafter. Any such resolution may consist of several documents, provided that each such document is signed by one or more Directors. ACCOUNTS AND AUDIT PROCEEDING OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 49. 50. 51. 52. 53. 54. 55. 56. 2 (Two) directors present in person or virtual meeting through platforms including but limited to Google Meet, Zoom etc. shall form the quorum to preside over any meetings of the board of directors of the company. No business shall be transacted at any meeting of the Board unless a quorum is present at such meeting. Zubair Ahmed,Represented by Hishab Singapore Private Limited, shall be the first Chairman of the Company and shall remain in that position for 5 (five) years upon which he may be reappointed. The Board of Directors, in his absence, may elect a Chairman of their meetings. Subject to the control and supervision of the Board of Directors, the business and all other affairs of the company shall be managed by the Managing Director. The Board of Directors may from to time appoint one of their body to the office of the Managing Director, Chairman, Director and Executive Director for such terms and conditions and at such remuneration (whether by way salary, commission or participation in profits) as they may think fit. Mohammad Fayadan Hossain shall be the first Managing Director of the company for a period of 5 (five) years unless she resigns or is removed by the Board of Directors. The Board of Directors shall reserve the right to appoint any one of them as Managing Director of the Company from time to time. For the service to be rendered by the Managing Director of the Company shall receive such remuneration whether as salary or commission or participation in the profits or partly in another as decided by the Company in the General Meeting held subsequent to his assumption of the office. Without prejudice of the general power and other powers conferred by these present it is hereby expressly declared that the Managing Director shall have the following powers that is to say:-to generally manage all concerns and affairs of the company and to appoint employee, worker, agents, any other person for the purpose of the company and to remove or dismiss them and appoint others in their place and to pay and allow the persons to be employed as aforesaid such salary, commission and other remuneration as may be deem fit and proper and in particulars to sanction and spend the preliminary and other legal expenses of the company that may be necessary from time to time with consent of two-third majority in proportionate to shareholding Director(s) in writing Subject to two-third majority in proportionate to shares approval by the board of directors, to borrow or raise any sums of the Company by way of loan or otherwise on mortgage, charge or hypothecation on such securities and on such terms as the by deem fit and execute, sign, seal or deliver all necessary documents or do any other acts on that behalf. Subject to two-third majority in proportionate to shares approval by the board of directors, to purchase or otherwise acquire for the Company any movable or immovable property, rights and privileges as the Company is authorized to acquire at such price and generally on such terms and conditions as he thinks fit. QUORUM (Board Meeting) CHAIRMAN MANAGEMENT MANAGING DIRECTOR POWER OF MANAGING DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 57. 58. 59. 60. 61. 62. 63. 64. To execute and sign in the name of the Company all such deeds and things as are necessary for the welfare of the company along with one other Director of the Company. To enter into such negotiation and contract and very all such contract and to execute and do all such acts, deed and think in the name and on behalf of the Company as he may consider expedient in relation to any of the matter aforesaid or otherwise for the purpose of the company. To delegate all or any of power hereby conferred upon him to any director, manager, secretary or the officers of the company as he may think fit with consent of two-third majority in proportionate to shareholding Director(s) in writing. A notice may be given by the Company to any member either personally or by sending it by registered post to him to his registered address or, if he has no registered address in Bangladesh, to the address, if any, within Bangladesh supplied by him to the company for the giving of notice to him or through any designated e- mail. If a Member has no registered address in Bangladesh, and has not supplied to the Company an address within Bangladesh for the giving of notice to him, a notice addressed to him and advertised in a newspaper circulating in the neighborhood of the registered office of the Company shall be deemed to be duly given to him on the day on which the advertisement appears. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint-holder named first in the register in respect of the share. A notice may be given by the Company to the persons entitled to a share in consequence of the death or insolvency of a member by sending if through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignee of the insolvent or by any like description, at the address, if any, in Bangladesh supplied for the purpose by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred. The Company shall have a common seal and the board shall provide for safe The Company shall have a common seal and the board shall provide for safe custody of the seal. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the board, and except in the presence of at least one director or such other person as the board may appoint for the purpose; and those one director or other person as aforesaid shall sign every instrument to which the seal of the Company is so affixed in his/her presence. The Company in general meeting may declare dividend but no dividend shall exceed the amount recommended by the directors and no dividend shall be paid otherwise than out of profits of the year or any other undistributed profit. Dividends can be paid in cash or in form of any other property or as bonus shares as the company in general meeting may decide. NOTICE COMMON SEAL DIVIDEND AND RESERVE This document is digitally signed. Please find the soft copy to verify the signature. 65. 66. 67. 68. 69. 70. 71. The Directors shall have power to create a reserve fund and they shall have the absolute discretion as to the employment of the reserve fund created out of the net profit of the company. The company shall open bank accounts with any schedule bank of Bangladesh or any foreign bank and the account or accounts thereof shall be operated as per the majority decision of the Board of Directors. The directors shall cause to be kept proper books of account with respect to: (a) All sums of money received and expended by the company and the matters in respect of which the receipt and expenditure took place. (b) All sales and purchase of goods by the company. (c) The assets and liabilities of the company. The books of accounts shall be kept at the registered office of the company or at such other place as the directors shall think fit and shall be opened to the inspections of the directors during usual business hours. An auditor or auditors shall be appointed and his or their duties and functions shall be regulated in accordance with the provisions of section 210-213 of the Companies Act, 1994 or any statutory modification thereof for the time being in force. The Chairman, Managing Director, Director, Manager, Secretary, Auditors, Accountant, Officer, Agent or other person employed in the business of the Company shall have to observe strict secrecy respecting all matters which may come to his knowledge in the discharge of the duties when required to do so by resolution of the Company or by a court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents. Any dispute arising among the directors themselves or between a member and the Board of Directors as to the true interpretation of this articles or the implication there of shall be referred to arbitrators constituted with a nominee for each of the aggrieved parties and award if the arbitrator as the case may be shall binding upon the parties to the arbitration. Arbitration affairs will be dealt and settled under the Arbitration Act, 2001. The Managing Director, Directors, employees and officers shall be indemnified by the company for all losses and expenditure incurred by him or them respectively in or about the discharge of their respective official duty except willful act, neglect or default and it shall be the duty the company to pay out of its fund for such losses and expenses which the Managing Directors or any other directors, officers or employees may in any way incur in the discharge of his or their duties and the amount for which such indemnity has been provided shall immediately attach a lien on the property of the company and shall have priority over all other claims. If the company shall be wound up the surplus assets (subject to any rights attached to any special class of shares forming the part of the capital for the time being of the company) be applied first in repayment of the capital paid up on the ordinary shares in proportion to the number of ordinary shares held by each member respectively at the commencement of the winding up. BANK ACCOUNT ACCOUNTS AND AUDIT SECRECY ARBITRATION INDEMNITY ACCOUNTS AND AUDIT This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Entity Name: Hishab Singapore Private Limited, Name : Mohammad Fayadan Hossain Represented By: (i)Zubair Ahmed Address: 10 Anson Road, 14-06 International Plaza, Singapore 079903 Father's Name : A.M. Istaque Hossain Mother's Name : Durdana Hossain Address : House-297/A, Road- 19/B Mohakhali DOHS, Post Office- Dhaka Cantonment-1206, Cantonment, Dhaka Date of Birth : 06-DEC-92 E-mail : fayadan.hossain@hishab.co Phone : 01779644498 TIN : 336760770367 NID/Passport No. : 911 582 2679 Nationality : Bangladeshi Share Holder Managing Director 1000 ( One Thousand shares) 100 ( One Hundred shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Md. Mazharul Islam Name : Md. Ebrahim Yeasen House 4/A, Road 96, Gulshan ¿ 2 Phone : NID : 01884334147 5972519705 Address: House 52, Road 15, Block D, Banani, 01918-024292 NID : 2695047982751 Phone :