SI.
The Board Meeting of METRO COMPUTER BANGLADESH Co., Ltd. was held on 02nd Dcember 2025
at 11:00 A.M. at Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani CỦA, Dhaka-1213,
Bangladesh.
No.
The following Members/Directorswere present in the Meeting:
01
02
(m METRO COMPUTER BANGLADESH Co, Ltd.
03
Address: Mt-107. Sth floor of A. R.Tover 24 Kemal Araturk Avenue, Banani C/A. Dhaka- 1213.
Bangladesh l3rd Floor. 586/1 DSS Building. Shewrapara. Begum Rokeya Sarani. Dhaka
Phone: 013-0110-4010 013-0110-4030 Email: bdinfo@metro-bangladesh.com
04
MIINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
METROO COMPUTER BANGLADESH Co., Ltd.
Name
Takashi Kawasaki
Risa Yamanaka
Takiko Honda
Ayako Kawasaki,
Repesntative of KAWASAKI
KOSAN Holdings Co., Ltd.
Proceeding:
Designation
Chairman
Managing Director
Director
Special Invtiation
Mr. Takashi Kawasaki, Chairman of the company has presided over the Meeting.
Being satisfied with the attendance required for quorum to hold the Board Meeting the Chairman called the
meeting to order and started the proceedings of the meeting.
Signature
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. Takashi Kawasaki - 131,471
ordinary shares, Ms. Risa Yamanaka - 580 ordinary shares, and Ms. Takiko Honda - 2,384 ordinary
shares to KAWASAKI KOSAN Holdings Co., Lid. (1,33,091 ordinary shares) and METRO PLUS Co., Ltd. (1,344 ordinary shares):
The Chairman intomed that, Mr. Takashi Kawasaki Ms. Risa Yamanaka and Ms. Takiko Honda existing shareholders, has issued notice for the sale of their entire 1,34,435 (One Lac Thirty Four Thousand Four
Lundred Thirty Five) ordinary shares of Tk. 100each.
The Chaiman intomed the Board that the existing shareholders of the Company, through a written notice, have declined to purchase 1,34,435 (One Lac Thirty-Four Thousand Four Hundred Thirty-Five) shares of Tk 100 each. The shareholders have also issued their written no-objection letter to company to offer the said shares to any external parties. Furthermore. two extenal companies, namely KAWASAKI KOSAN Holdings Co., Ltd. and METRO PLUS Co.. Ltd. have expressed their interest in purchasing 1,33,09l and 1.344 shares respectively, by submitting formal acceptance letters to the Company.
SL.
No.
(mMETRO COMPUTER BANGLADESH Co., Lta.
Thus, the acceptance of the share position stands as under:
1.
Address: Mt-107, Sth floor of A. R. Tower 21 Kemal Araturk Avenue. Banani C/A. Dhaka-I213.
Bangladesh l3rd Floor. 586/1 DSS Building. Shewrapara. Begum Rokeya Sarani. Dnaka Phone: 013-0110-4O10 013-0110-4030 Email: bdinfo@metro-bangladesh.com
2
S.
No.
01.
Name
KAWASAKI KOSAN Holdings
Co., Ltd.
02.
METRO PLUS Co., Ltd.
03.
Details regarding the shares transferred are shown below:
Name of
Transferor
After the discussion, the Board of Directors approved the transfer of 1,34,435 ordinary shares of Tk. 100
each by way of sale to KAWASAKI KOSAN Holdings Co., Ltd. and METRO PLUS Co., Ltd. and it was resolved as under:
"RESOLVED THAT; transfer of 1,34,435 ordinary shares 100 each, from Mr. Takashi Kawasaki, Ms. Risa
Yamanaka and Ms. Takiko Honda to KAWASAKI KOSAN Holdings Co., Ltd. & METRO PLUS Co., Ltd.
by way of purchase is hereby approved and accepted."
Mr. Takashi
Kawasaki
Ms. Risa
Yamanaka
Ms. Takiko
Honda
Name of
Transferee
No. of Shares ofTk. 100
KAWASAKI
KOSAN
Holdings Co.,
Ltd.
KAWASAKI
KOSAN
Holdings Co.,
Ltd.
KAWASAKI
KOSAN
Holdings Co.,
Ltd.
No, of
Shares
each
1,33,091
transferred
1,31,471
580
1,344
1,040
Distinctive
No.
1-47500, 50001
52564, 53029
93659 &
93660-134435
Amount (TK.)
47501-48000 &
52565-52644
1,33,09,100.00
4800 1-49040
1,34,400.00
Face value
of each
share
100/
100/
100/
Total value of
shares (Taka)
1,31,47, 100,00
58,000.00
1,04,000,00
04.
(m METRO COMPUTER BANGLADESH Co, Ltd. Address: Mt-107. Sth floor of A. R. Toer 24 Kemal Ataurk Avenue. Banani C/A, Dhaka-1213.
Bangladesh (3rd Floor. 586/1 DsS Building. Shewrapara. Begum Rokeya Sarani. Dhaka
Phone: 013-0110-4010| 013-0110-4030 Email: bdinfo@ metro-bangladesh.com
Ms. Takiko
Honda
Total :
METRO PLUS
Co., Ltd. 1344
1,34,435
Shares
49041-50000 &
52645-53028 100/ 1,34,400.00
1,34,43,500,00
The Board of Drectors requested the all the transferor and transferee to complete all the formalities, including completing the lnstruments 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.
Agenda No-03: To discuss and consider the resignation of Mr. Takashi Kawasaki from the Post of Director as well as Chairman, Ms. Risa Yamanaka from the post of Director as well as Managing Director and Ms. Takiko Honda from the post of Director of the company:
The board discussed the matter thoroughly and finally, it was resolved unanimously:
The Chairman informed the Board about the resignation ofMr. Takashi Kawasaki from the Post of Director as well as Chaiman, Ms. Risa Yamanaka from the post of Director as well as Managing Director and Ms. Takiko Honda from the post of Director of the company since they have transferred all of their shares.
"RESOLVED THAT; the resignation of Mr. Takashi Kawasaki from the Post of Director as well as Chaiman, Ms. Risa Yamanaka from the post of Director as well as Managing Director and Ms. Takiko Honda from the post of Director of the company is hereby accepted and approved with immediate effect."
Agenda No-04: To appoint Ms. Ayako Kawasaki as Nominee Director of KAWASAKI KOSAN Holdings Co., Ltd. and Director of METRO COMPUTER BANGLADESH Co., Ltd.
The Chairman informed the Board that a resolution was passed by the Board of KAWASAKI KOSAN
Holdings Co., Ltd. on 02nd November 2025 regarding the appointment of Ms. Ayako Kawasaki as the Nominee Director of KAWASAKI KOSAN Holdings Co., Ltd. and Director of METRO COMPUTER
BANGLADESH Co., Ltd.
The Board discussed the matter thoroughly and, after due consideration, unanimously resolved as follows:
"RESOLVED THAT; the appointment of Ms. Ayako Kawasaki as the Nominee Director of KAWASAKI
KOSAN Holdings Co.. Ltd. as well as Director of METROCOMPUTER BANGLADESH Co., Ltd, be and
is hereby accepted and approved with immediate effect,."
Agenda No-05: To appoint Mr. Takashi Kawasaki, Ms. Risa Yamanaka, Ms. Takiko Honda as
Nominee Director of METR0 PLUS Co., Ltd. and Director of METR0 COMPUTER
BANGLADESH Co., Ltd. and appoint Ms. Risa Yamanaka as Managing Director and Mr. Takashi
Kawasaki as Chairman.
The Chairman informed the Board that a resolution was passed by the Board of METRO PLUS Co., Ltd. on
4 November 2025 regarding the appointment of Mr. Takashi Kawasak, Ms. Risa Yamanaka, and Ms
Takiko Honda as the Nominee Director of METRO PLUS Co., Ltd., to be appointed respectively as
Chairman, Managing Director, and Director of METRO COMPUTER BANGLADESH Co.. Ltd.
SI.
No.
Particulars:
01
Certified that the instrument of transfer of share (Particulars stated below) is genuine as per section 39 of the Companies Act, 1994.
02.
(m METRO COMPUTERBANGLADESH Co, Ltd.
03.
Address: Me-101. Sth floor of A. R. Tower 24 Kemal Araturk Avenue. Banani C/A. Dhaka-1213.
Bangladesh 3rd Floor, 56/1 DSS Building. Shewrapara. Begum Rokeya Sarani. Dhaka
Phone: 0 13-0110-4O10 O13-0|10-4030 Email: bdinfo®metro-bangladesh.com
04.
Name of
Transferor
Mr. Takashi
Kawasaki
Ms. Risa
Yamanaka
Ms. Takiko
Honda
Ms. Takiko
Honda
Risa Yamanaka
Managing Director
Name of
Transferee
KAWASAKI
KOSAN Holdings
Co., Ltd.
Total
KAWASAKI
KOSAN Holdings
Co., Ltd.
KAWASAKI
KOSAN Holding
Co., Ltd.
Certificate of Transfer
METRO PLUS
Co., Ltd.
No, of Shares
transferred
1,31,471
580
1,040
1,344
1,34,435
Shares
METRO COMPUTER BANGLADESH Co., Ltd.
Distinctive
No.
1-47500, 50001
52564, 53029
93659 & 93660
134435
47501-48000 &
52565-52644
48001-49040
49041-50000 &
Date: 02nd December 2025
52645-53028
Face value Total value of
shares (Taka) of each
share
100/
100/
100/
100/
1,31,47,100.00
58,000,00
1,04,000.00
1,34,400.00
1,34,43,500.00