Board Resolution -share Transfer and Directorship change

Date: 11th June 2023 NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF AI SAMURAI JAPAN Limited Notice is hereby given to all the members of the Board of Directors of AI SAMURAI JAPAN Limited that a Meeting of the Board of Directors of the Company will be held on 2nd July 2023 at 11:00 A.M. at Skylark MAK84 (5th Floor), House No. 84, Road No. 11, Block D, Banani, Dhaka-1213, Bangladesh to consider the following agenda: To discuss and consider the Minutes of the last Board Meeting; To discuss and consider the share transfer of Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw to CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya); To discuss and consider the resignation of Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw from the Post of Director of the company; To discuss the removal and appointment of Nominee Director of CHOWA GIKEN Corporation for AI SAMURAI JAPAN Limited; and Any other matters with the permission of the Chair. All Members are requested to attend the meeting. √ _________________________ Nakamura Takuya Managing Director Copy to: All Members are requested to attend the meeting. MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF AI SAMURAI JAPAN Limited The Board Meeting of AI SAMURAI JAPAN Limited was held on 2nd July 2023 at 11:00 A.M. at Skylark MAK84 (5th Floor), House No. 84, Road No. 11, Block D, Banani, Dhaka-1213, Bangladesh. The following Members/Director were present in the Meeting: Sl. No. Name of the Members/ Directors Designation Signature 01 Mr. Nakamura Takuya Managing Director 🗸　　　　　　　　　 02 Mr. Kawamura Hidenori Director 🗸　　　　　　　　　　 03 Ms. Natthaya Somsiaw Director 🗸　　　　　　　　　　 Mr. Kawamura Hidenori was selected as the chairman for the meeting of the Company and presided over the meeting. The meeting Chairman thereafter thanked the other Directors present in the meeting. Being satisfied with the attendance required for quorum for holding of Board Meeting the meeting Chairman called the meeting into order and started the proceeding of the meeting. 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 discuss and consider the share transfer of Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw to CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya): The meeting Chairman informed that Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw existing shareholders gave notice for the sale of their total 2000 (Two Thousand Hundred) ordinary shares respectively 1000 (One Thousand) and 1000 (One Thousand) of Tk. 100 each. The existing Shareholder Mr. Nakamura Takuya is not interested to purchase shares 2000 (Two Thousand) and CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya) is interested to purchase these offering shares. Thus, the acceptance of the right share position stands as under: SL. No. Name No. of Shares of Tk. 100 each Amount (TK.) 1. CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya) 2000 200,000 Total 2000 200,000 Mr. Kawamura Hidenori agreed to sell his entire share 1000 (One Thousand) and Ms. Natthaya Somsiaw also agreed to sell his entire 1000 (One Thousand) ordinary shares. CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya) (Existing shareholder of the Company) is agreed to purchase the said 2000 shares from Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw on consideration of the face value of the said shares. After the discussion of the Board of Directors about the transfer of 2000 ordinary shares of Tk. 100 each and it was: RESOLVED THAT; “Transfer of 2000 ordinary shares each from Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw to CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya) by way of purchase on consideration of the face value of the said shares is hereby approved and accepted.” Details regarding the shares transferred are shown below: SL. No. Name of Transferor Name of Transferee No. of Shares 1. Mr. Kawamura Hidenori CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya) 1000 2. Ms. Natthaya Somsiaw CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya) 1000 Total 2000 The Board of Directors requested the Transferor and Transferee to complete all the formalities including completing the Instruments of Share Transfer in Form No-117 and Affidavits, so that necessary action may be taken by the Company to register the transfer of shares and modify the shareholding position which is effect from 17 July 2023. Agenda No- 03: To discuss and consider the resignation of Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw from the Post of Director of the company. The meeting Chairman informed the Board about the resignation of Mr. Kawamura Hidenori from the Post of Director and Ms. Natthaya Somsiaw from the post of Director since they have decided to sell all of their shares and issue resignation letter to the company. The board discussed the matter thoroughly and finally, it was resolved unanimously: “RESOLVED THAT; the resignation of Mr. Kawamura Hidenori from the Post of the company and the resignation of Ms. Natthaya Somsiaw from the Post of Director is hereby accepted with effect from 17 July 2023.” Agenda No- 04: To discuss the removal and appointment of Nominee Director of CHOWA GIKEN Corporation for AI SAMURAI JAPAN Limited. The meeting chairman informs the board that, as per the letter of CHOWA GIKEN Corporation, Mr. Nakamura Takuya will be removed from the post of Nominee Director of CHOWA GIKEN Corporation for AI SAMURAI JAPAN Limited and proposed the name of Mr. Kawamura Hidenori will be appointed as the Nominee Director of CHOWA GIKEN Corporation for AI SAMURAI JAPAN Limited. RESOLVED THAT; the removal of Mr. Nakamura Takuya as the Nominee Director of CHOWA GIKEN Corporation for AI SAMURAI JAPAN Limited has been accepted and approved besides Mr. Kawamura Hidenori is appointed as Nominee Director of CHOWA GIKEN Corporation for AI SAMURAI JAPAN Limited, which will be effective from 17th day of July 2023 after the share transfer. Agenda- No 05. Miscellaneous if any with the permission of the chairman. Since there was no other business to transact, the meeting ended with a vote of thanks to the Chairman. √ _______________________ Kawamura Hidenori Director