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Date: 11th May 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 1st June 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 confirm the minutes of the last Board Meeting
To discuss and consider ascertaining procedure whether any member is willing to purchase shares and take steps accordingly; 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 of the Board.
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 1st June 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 presents in the Meeting:
Sl. No.
Name of the Members/ Directors
Designation
Signature
01
CHOWA GIKEN Corporation (Represented by Mr. Nakamura Takuya)
Shareholder
🗸
02
Mr. Nakamura Takuya
Managing Director
🗸
03
Mr. Kawamura Hidenori
Director
🗸
04
Ms. Natthaya Somsiaw
Director
🗸
Mr. Kawamura Hidenori was selected as a chairman for the meeting of the Company and presided over the meeting.
Being satisfied with the attendance required for quorum for holding of Board Meeting the 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 confirm the minutes of the last Board Meeting:
The minutes of the last Board Meeting of the company were read out and confirmed unanimously.
Agenda No–02: To discuss and consider ascertaining procedure whether any member willing to purchase shares and takes steps accordingly:
The meeting Chairman informed that Mr. Kawamura Hidenori and Ms. Natthaya Somsiaw will sell their share respectively 1000 (One Thousand) and 1000 (One Thousand) ordinary shares of Tk. 100 each. The shares are offered for sale among the existing shareholders as per the provision of the Articles of Association of the Company. The provision of the Articles of Association also stipulates that the procedure for ascertaining of shares sale whether any existing shareholder is willing to purchase the shares offered, be determined by the Board of Directors. After discussion, it was resolved as under:
“RESOLVED THAT; the following procedure will be followed:
Notice will be served forthwith for disposal of 2000 (Two Thousand) Ordinary shares of Tk. 100 each which had been offered for sale by AI SAMURAI JAPAN Limited to existing shareholders of the Company;
The members are requested to confirm in writing either their acceptance or refusal to the Managing Director of the Company within 14 days of the notice of disposal; and
On receipt of responses, the Managing Director will take further steps as follows:
If any existing members are willing, he (Managing Director) will recommend the same for approval in the Board of Directors Meeting of the Company; and
In case any existing member is not willing, but an eligible outsider non-member is found interested, Managing Director will recommend for approval of the Board of Directors at its meeting.”
Agenda No- 03: 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.
√
_______________________
Kawamura Hidenori
Director