BM (2022)

Date: 11th September 2022 NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF BANGLADESH JAPAN COOPERATION LIMITED Notice is hereby given to all the members of the Board of Directors of Bangladesh Japan Cooperation Company Limited that a meeting of the Board of Directors of the Company will be held on 03rd October 2022 at 11:00 A.M. at House - 22, Road - 11, Sector - 1, Uttara Model Town, Dhaka to consider the following agenda: To discuss and consider the Minutes of last Board Meeting. To discuss and consider the share transfer of Mr. Yoshimi Koichi to Tomoike Bio Limited represented by Mr. Yoshimi Koichi; and Any other matters with the permission of the Chair. All Members are requested to attend the meeting. √ _________________________ Kazuhiro Yuasa Managing Director Copy to: All Members are requested to attend the meeting. MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF BANGLADESH JAPAN COOPERATION LIMITED The Board of Directors Meeting of Bangladesh Japan Cooperation Company Limited was held on 03rd October 2022 at 11:00 A.M. at House - 22, Road - 11, Sector - 1, Uttara Model Town, Dhaka. The following Members/Director were present in the Meeting: Sl. No. Name of the Member / Director Designation Signature 01. Mr. Kazuhiro Yuasa, representative of Tomoike Industrial (H.K.) Ltd. Managing Director √ 02. Mr. Yoshimi Koichi Chairman √　　　　　　　　　 03. Mr. Yoshimi Koichi representative of Tomoike Bio Limited On Special Invitation √ Mr. Yoshimi Koichi, Chairman of the company presided over the Meeting. The Chairman thereafter thanked the other Directors present in the meeting. Being satisfied with the attendance required for quorum for holding of Board Meeting the Chairman called the meeting in to order and started the proceeding of the meeting. Proceeding: The notice of the meeting was read out and the agenda were 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. Yoshimi Koichi to Tomoike Bio Limited represented by Mr. Yoshimi Koichi: The Chairman informed that Mr. Yoshimi Koichi existing shareholders gave notice for sale his total 80 (Eighty) ordinary shares of Tk. 100 each. But no one is interested to purchase these offering shares willingly. The Chairman also informed the Board that out of the above offer being the existing shareholder of the Company expressed their inability to subscribe for 80 Nos. of shares through letters. They denied accepting 80 Nos. of shares and simultaneously they have expressed their no objection regarding offering these 80 numbers of ordinary shares of Taka 100 each to the outside shareholders of the Company. Hence, that Tomoike Bio Limited represented by Mr. Yoshimi Koichi outside shareholders of the Company have expressed their interest to purchase these shares i.e., 80 ordinary shares of Tk. 100 each as follows: Thus, the acceptance of right share position stands as under: SL. No. Name No. of Shares of Tk. 100 each Amount (TK.) 1. Tomoike Bio Limited represented by Mr. Yoshimi Koichi 80 8,000 Total 80 8,000 Mr. Yoshimi Koichi agrees to sell his 80 ordinary shares to Tomoike Bio Limited represented by Mr. Yoshimi Koichi (Outside corporate shareholder of the Company) and Tomoike Bio Limited represented by Mr. Yoshimi Koichi agrees to buy the said 80 shares from Mr. Yoshimi Koichi on consideration of the face value of the said shares. Tomoike Bio Limited represented by Mr. Yoshimi Koichi who have attended the meeting confirmed their acceptance to buy the shares as mentioned above during the meeting. After discussion, the Board of Directors approved the transfer of 80 ordinary shares of Tk. 100 each by sale to Tomoike Bio Limited represented by Mr. Yoshimi Koichi outside shareholder of the Company which was previously owned by Mr. Yoshimi Koichi and it was resolved as under: “That, transfer of 80 ordinary shares each from Mr. Yoshimi Koichi to Tomoike Bio Limited represented by Mr. Yoshimi Koichi 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 1. Mr. Yoshimi Koichi Tomoike Bio Limited represented by Mr. Yoshimi Koichi 80 Total 80 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. 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. √ _______________________ Yoshimi Koichi Chairman of the Company