Notice & Board Resolution for Share Transfer and Directorship Change

Date: 09th November 2025 NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF METRO COMPUTER BANGLADESH Co., Ltd. Notice is hereby given to all the members of the Board of Directors of METRO COMPUTER BANGLADESH Co., Ltd. that a Meeting of the Board of Directors of the Company will be held on 02nd December 2025 at 11:00 Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani C/A, 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. 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., Ltd. (1,33,091 ordinary shares) and METRO PLUS Co., Ltd. (1,344 ordinary shares). 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; To appoint Ms. Ayako Kawasaki as Nominee director of KAWASAKI KOSAN Holdings Co., Ltd. and Director of METRO COMPUTER BANGLADESH Co., Ltd. To appoint Mr. Takashi Kawasaki, Ms. Risa Yamanaka, Ms. Takiko Honda as Nominee Director of METRO PLUS Co., Ltd. and Director of METRO COMPUTER BANGLADESH Co., Ltd. and appoint Ms. Risa Yamanaka as Managing Director and Mr. Takashi Kawasaki as Chairman. Any other matters with the permission of the Chair. All Members are requested to attend the meeting. 🗸 _______________ Risa Yamanaka Managing Director METRO COMPUTER BANGLADESH Co., Ltd. Copy to: All Members are requested to attend the meeting. MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF METRO COMPUTER BANGLADESH Co., Ltd. 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 C/A, Dhaka-1213, Bangladesh. The following Members/Directors were present in the Meeting: Sl. No. Name Designation Signature 01 Takashi Kawasaki Chairman 🗸 02 Risa Yamanaka Managing Director 🗸 03 Takiko Honda Director 🗸 04 Ayako Kawasaki, Repesntative of KAWASAKI KOSAN Holdings Co., Ltd. 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. 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. 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., Ltd. (1,33,091 ordinary shares) and METRO PLUS Co., Ltd. (1,344 ordinary shares): The Chairman informed 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 Hundred Thirty Five) ordinary shares of Tk. 100 each. The Chairman informed 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 external companies, namely KAWASAKI KOSAN Holdings Co., Ltd. and METRO PLUS Co., Ltd., have expressed their interest in purchasing 1,33,091 and 1,344 shares respectively, by submitting formal acceptance letters to the Company. Thus, the acceptance of the share position stands as under: SL. No. Name No. of Shares of Tk. 100 each Amount (TK.) 1. KAWASAKI KOSAN Holdings Co., Ltd. 1,33,091 1,33,09,100.00 2. METRO PLUS Co., Ltd. 1,344 1,34,400.00 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.” Details regarding the shares transferred are shown below: Sl. No. Name of Transferor Name of Transferee No. of Shares transferred Distinctive No. Face value of each share Total value of shares (Taka) 01. Mr. Takashi Kawasaki KAWASAKI KOSAN Holdings Co., Ltd. 1,31,471 1-47500, 50001-52564, 53029-93659 & 93660-134435 100/- 1,31,47,100.00 02. Ms. Risa Yamanaka KAWASAKI KOSAN Holdings Co., Ltd. 580 47501-48000 & 52565-52644 100/- 58,000.00 03. Ms. Takiko Honda KAWASAKI KOSAN Holdings Co., Ltd. 1,040 48001-49040 100/- 1,04,000.00 04. Ms. Takiko Honda METRO PLUS Co., Ltd. 1344 49041-50000 & 52645-53028 100/- 1,34,400.00 Total : 1,34,435 Shares 1,34,43,500.00 The Board of Directors requested the all 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. 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 Chairman informed the Board about 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 since they have transferred all of their shares. The board discussed the matter thoroughly and finally, it was resolved unanimously: “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 METRO COMPUTER 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 METRO PLUS Co., Ltd. and Director of METRO 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 4th 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. The Board discussed the matter thoroughly and, after due consideration, unanimously resolved as follows: “RESOLVED THAT; the appointment of Mr. Takashi Kawasaki, Ms. Risa Yamanaka, and Ms. Takiko Honda as the Nominee Director of METRO PLUS Co., Ltd., has been accepted and Mr. Takashi Kawasaki and Ms. Risa Yamanaka and Ms. Ms. Takiko Honda have been appointed as Chairman, Managing Director and Director respectively. The change will be effective with immediate effect.” Agenda No- 06: 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. √ ________________ Takashi Kawasaki Chairman METRO COMPUTER BANGLADESH Co., Ltd.