Issue No.

360825 Date: 09/04/2023

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES

OF

ASSOCIATION

OF

Mercari Asia Limited

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 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF
Mercari Asia Limited

PRELIMINARY

1 The Regulations contained in the Schedule- 1 of the Companies Act, 1994 (Here in
called Companies Act), shall apply to this Company with respect to such provisions
as are applicable to a private Limited Company so far only as they are not negative
or modified by or not contained in the following Articles or any other Articles that
may from time to time be framed by the Company.

INTERPRETATION

2 Unless there is something repugnant in the subject or context inconsistent

therewith-
¿Act¿ means the Companies Act, 1994.
¿Company¿ means the ¿MERCARI ASIA LIMITED¿
¿Special Resolution", "Extra-ordinary Resolution", have the meanings assigned
thereto respectively by the Act.
"The Chairman" means the Chairman of the Company for the time being elected.
¿The Director¿ means the Director of the company for the time being.
"Managing Director" means the Managing Director of the Company for the time being
elected.
¿Board¿ or ¿Board of Director¿ means the Board of Directors of the Company for the
time being.
¿Member¿ means Shareholder of the Company.

3 "The Office¿ means the Registered Office of the company for the time being.
"The Register" means the Register of Members to be kept pursuant to the Companies
Act, 1994.
"Dividend" means payments to owners of shares in the company from the after tax
profits of the company.
"Proxy" includes Attorney duly constituted under a Power of Attorney.
"In Writing" means written or printed, partly written and partly printed and includes
lithography, type printed and other means representing word in a visible form.
¿Year¿ means the English Calendar Year as followed by the company.
¿Month¿ means the calendar month according to the English Calendar year,
Word signifying the singular number only shall include plural number and vice versa
and word specifying masculine gender shall include feminine gender and vice versa
and the word specifying person shall mean any individual or a body corporate

CONSTITUTION

4 The Company is a Private Limited Company within the meaning of Section 2 (1)
under Clause (Ta) of the Companies Act, 1994 and accordingly the following shall
apply:
a) No invitation shall be issued to the public to subscribe for any shares and
debenture of the Company.
b) The number of the Members of the Company (exclusive of persons in employment
of the Company) shall be limited to fifty provided that for the purpose of this
provision where two or more persons hold one or more shares jointly in the Company
they shall be treated as single member.
c) The right to transfer shares of the Company is restricted in the manner and to

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 the extent hereinafter appearing.

BUSINESS

5 The Business of the Company shall include all or any of several objects as expressed
in the Memorandum of Association.

6 The Company shall be entitled to commence business from the date of incorporation
of the company. The company shall have its Head office at Dhaka and subject
thereto the business of the company shall be carried on in Bangladesh and such
other places as the Directors shall from time to time determine.

SHARE CAPITAL

7 The Authorized Share Capital of the Company is Tk. 10,00,00,000/- (Ten Crore)
only divided in 10,00,000 (Ten Lac) ordinary shares of Tk. 100/- (hundred) each
with power to increase or reduce the capital and to divide the share capital into
different classes and to attach thereto any special right or privilege or condition as
regard dividends, repayment of capital, voting or otherwise or to consolidate or sub-
divide the shares. Any capital raised by increase in shares shall be considered a part
of the original capital in all respects.

8 Subject to the provisions of these Articles, the shares shall be under the control of
the Directors, who may allot or otherwise dispose of the same to such persons, on
such terms and conditions, and at such time as the Company in General meeting or
the Directors think fit and if so authorized by the Company in General Meeting to
give to an person the right to call for the allotment of any share either at par or at
premium, and for such time, and for considerations as the Company in General
Meeting or the Directors think fit, provided that upon the issue of the further shares
the Directors shall comply with the provisions of the Section 155(i) to the Act,
unless they shall have obtained the decision of the Company in General Meeting to
issue of such shares on other terms. Act on this clause shall require consent in
writing and signed by all Directors of the Company and any Director without
assigning any reason whatsoever may decline to give consent.

9 This clause can never be amended by any resolution of the Board of Directors of the
Company or by any means.
Shares may be registered in the name of any Company or other corporate body. Not
more than four persons shall be registered as joint-holder of any share.
The Company will have powers to also issue shares to foreign nationals and
companies if required for the purpose of the business of the Company.

SHARE CERTIFICATE

10 The Certificate of title to shares and duplicate thereof whenever necessary shall be
issued to the members under the common seal of the company and shall be signed
jointly by the Managing Director and the Chairman or Chairperson of the company.
If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued
on such evidence being produced and such indemnity (if any) being given as the
Directors require and (in case of defacement or wearing out) on delivering of the old
certificate and on payment of such sum not exceeding Tk. 50.00 as the Directors
may from time to time determine.

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 11 Every person whose name has been entered in the Register of Members shall be
entitled to one or more share certificates issued under the seal of the company and
signed by the Managing Director and the Chairman or Chairperson if so authorized in
the behalf, specifying the number of shares held by him and the amount paid up
thereon.
The Certificate of share registered in the name of two persons shall be delivered to
the person first named on the Register.

CALL ON SHARES

12 The directors may from time to time make calls upon the members in respect of any
money remaining unpaid or shares held by them. Any such call shall require consent
in writing and signed by all the Directors of the Company and any Director without
assigning any reason whatsoever may decline to give consent. This clause can
never be amended by any resolution of the Board of Directors of the Company or by
any means.
Every member shall subject to receive twenty one days notice specify the time and
place of the payment, pay to the Company the amount called on the share held by
him, at the time and place so specified in the notice, if requirement of the notice
demanding the payment of the call money is not completed with the shares in
respect of which the notice was given may be forfeited by a resolution of the Board
of Directors to the effect followed by other formalities as required by the law.

CALL ON AND FORFEITURE

13 The forfeited shares may be sold or otherwise disposed of in such manner and on
such terms and conditions as the directors may deem fit and at any time before sale
or disposal of the shares the forfeiture may also be cancelled by the directors.

LIEN

14 The Company shall have first and paramount lien upon all the shares not being fully
paid up registered in the name of each member of his / her debts or liabilities with
the Company. Such lien shall extend to all dividends declared in respect of such
shares.

TRANSFER AND TRANSMISSION OF SHARES

15 The Instrument of Transfer of any shares in the Company shall be executed both by
the transferor and the transferee and the transferor shall be deemed to remain
holder of the share until the name of the transferee is entered in the register of
members in respect thereof.
With the approval of the Board of Directors any share may be transferred by a
shareholder to his or her wife, husband, son, daughter, brother, sister, father,
mother. Except as aforesaid no share shall be transferred to any person who is not
a member of the Company so long as any member is willing to purchase the same at
the fair value to be determined by the Board of Directors at their discretion. The
procedure ascertaining whether any member is willing to purchase any share shall be
determined by the Board of Directors at their discretion. Every member desirous of
transferring his/her shares shall at the first instance offer the same to the existing
members of the Company.

16 Any share of deceased shareholder shall be transmitted to his/her any 1 (one) legal
heir and shall automatically become Director of the Company subject to qualify by
required 1 (One) number of Share. This clause can never be amended by any
resolution by the Board of Directors or by any means.
The Directors may without assigning any reason whatsoever decline to register any

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 transfer of share including transfer to any person who is not a member of the
Company except mentioned in Clause 20.

ALTERATION OF CAPITAL

17 The Directors may, with the sanction of the Company, in general meeting increase
the share capital by such sum to be divided into shares of such amount, as the
resolution shall prescribe.
The Company may, by special resolution, reduce its shares capital in any manner
and subject to any incident authorized and consent required by law.

BORROWING POWERS

18 The Board of Directors may, from time to time, raise or borrow any sum or sums of
money for the Company from any person, bank, firms, companies and particularly
from any Director and may secure the payment of such money in such manner and
upon such terms and conditions in all respects as they think fit and in particular by
making, drawing, accepting or endorsing on behalf of the Company any promissory
notes or giving or issuing any other security of the Company or by mortgage or by
charge or by the perpetual or terminable and with or without a trust deed charged
upon all or any part of the property of the Company (both present and future)
including its uncalled capital for the time being.

GENERAL MEETING

19 There shall be at least one ordinary general meeting to be called the Annual General
Meeting every year. It should be held every calendar year as soon as practicable
after the annual closing of account of the Company but not later than fifteen
months from the date of the last Annual General Meeting of the Company. The first
General Meeting shall be held within 18 months from the date of incorporation of the
Company

20 The general meetings of the Company may be held via electronic media or video
conference. The above mentioned General meeting shall be called ordinary General
meeting and all other general meeting of the members of the company shall be
called extra ordinary General Meeting and Directors may whenever, they think fit call
for extra-ordinary general meeting. Extra ordinary general meeting shall also be
called on such requisition or in default if any, as provided under section 84 of the
companies Act, 1994.

PROCEEDING AT GENERAL MEETING

21 Subject to the provisions of Section 87 (2) of the Companies Act, 1994 related to
special resolutions at least fourteen days notice from the date of posting of the
notice specifying the place the date and hour of the general meeting shall be given
and in the case of special business, the general nature of such business shall be
notified to the members, which may, with the written consent of all the members,
may be called by shorter notice and in such manner as the members think fit.
The meeting of the Board of Directors shall be held on when necessary. The
Managing Director may, and on requisition from Directors, shall call a meeting of the
Board of Directors.

22 If any Director or Member is called upon to perform any duty within the country or
abroad in connection with the business of the Company, or to attend any meeting
or convention, conference or delegation which the Board of Directors deem
necessary and expedient for proper function and goodwill of the Company, such

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 Directors or Members of the Company will be entitled to receive such amount of
money as the best may be sanction for the purpose.

QUORUM (AGM)

23 2 (Two) Minimum 2 (Two) Shareholders present in person and qualified to vote shall
form a Quorum in any ordinary or extra ordinary general meeting. No business shall
be transacted or discussed at any general meeting unless requisite quorum is
present at the commencement of the meeting. These meeting can also be held
through electronic media or video conference.
Whenever the Board of Directors think it necessary, it may call a General Meeting,
whether ordinary or extra-ordinary at such time (subject to the provisions of
Section 84 of the Act ) and place as the Board thinks fit.

VOTE OF MEMBERS

24 On a show of hands every member present in person shall have one vote and upon a
poll every member present in person or by proxy or attorney shall have one vote for
every share held by him.

DIRECTORS

25 Unless Otherwise determined by the company in general meeting the number of

directors shall not be less than 2( Two ) and not more than 20( Twenty ).The
following persons shall be the first directors of the company unless anyone of them
voluntarily resigns the said office or otherwise removed therefrom under the
provisions of section 108(1) of the companies Act, 1994.

1. Syed Mostahidal Hoq

2. Jonathan Philipp Doerr

26 The qualification of a Director of the Board of Directors shall be holding of 1 (One)

ordinary share of Tk.100/-(Taka One Hundred) each in the Share Capital of the
Company in its/his/her own name and alone and not jointly with any others.
The Quorum necessary for the transaction of business by the Directors may be fixed
2 (Two).
Unless the Board of Director decides otherwise each Director shall receive by way of
remuneration or honorarium a sum of Taka 500.00 per meeting attended by him/her
and such traveling and other allowances as may be decided by the Board of
Directors from time to time.

27 During subsistence of its loan the loan giving agencies shall have the right to
nominate at his option one person as Director of the Company and to replace such
person from time to time. The Director so appointed shall neither be required to hold
any qualification shares not are liable to retire by rotation. The Director appointed
shall be entitled to get traveling and daily allowances as per rates prescribed by the
loan giving agencies from the Company for attending the meeting of the Board of
Directors of the Company.

POWER OF DIRECTORS

28 The Board of Directors shall have power at any time and from time to time to
appoint any other person to be a Director of the Company either to fill up a casual
vacancy or an addition to the Board by co-option so that the total number of

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 Directors shall not at any time exceed the maximum number of Directors fixed by the
Company.
The management of the business of the Company shall be in the hands of the Board
of Directors who may pay such expenses of any preliminary and incidental to the
promotion, establishment and registration of the Company and do such acts as may
be exercised and done by the Company as are not forbidden by the state or by this
Articles required to be exercised or done by the Company in general meeting,
subject nevertheless, to any regulation to be inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meetings,
which shall be valid and effectual.

29 The Board of Directors shall Elect / Appoint Chairman and Managing Director in any
Annual General meeting / Extra ordinary General meeting for the period of 2 (Two)
years.
The Board of Directors by calling Ordinary / Extra ordinary General Meeting shall
Elect / Appoint Chairman or Managing Director or both for whom the case is
appropriate in the event of voluntarily resignation, causing death or disqualified
under Section 108(1) the provision of the Companies Act, 1994.
The Board of Directors shall have power to remove Chairman or Managing Director or
both from their post in any Annual General meeting / extra ordinary General meeting
for his/ her any proven dishonesty to the Company or proven continued inefficiency
toward achieving agreed business target / Company Goal.
Chairman and all other Directors should render responsible and useful service(s) for
the betterment of the Company.

30 The Board of Directors shall provide for the safe custody of the Company's Seal,
every instrument to which the seal is affixed shall be signed by the Managing
Director.
All day to day active Director(s) shall be paid reasonable remuneration for rendering
useful and effective services to the Company which shall be approved in the General
meeting.

DISQUALIFICATION OF DIRECTORS

31 In provision of Section 108 (1) and 94 (1) of the Companies Act, 1994, the office of
the Directors shall be vacated if he/she.
a) If he / she fails to obtain within the time specified in provision of Section 97 (1)
of the Companies Act, 1994 or any time thereafter ceases to hold the share
qualification necessary for his/her appointment, or
b) He/ she is found to be a person of unsound mind by a court of competent
jurisdiction, or
c) He/ she is adjudged insolvent, or
d) Absent himself / herself from three consecutive meetings of the directors or from
all meetings of the Directors for a continuous period of three months whichever is
longer without leave of absence notice to the Board of Directors.

PROCEEDING OF DIRECTORS

32 The Directors may meet together as often as may be necessary for dispatch of the
Business of the Company, whenever the Directors think it necessary, it may call a
General Meeting, whether ordinary or extra-ordinary at such time and place as the
Board thinks fit to pass a board resolution.
All meetings of the Board shall be held at the registered office of the Company and
in no other place unless all Directors agree in writing and signed to select any other

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 place to be the venue of such meeting.

33 Any director may participate in any meeting of the board of directors by

conference-call or video-conference or by other similar means of communication
allowing all the persons taking part in the meeting (i) to hear the other participating
directors and (ii) to address each of the other participating directors simultaneously.
The participation in a meeting by these means is equivalent to a participation in
person at such meeting. A meeting held in this way shall be deemed to take place at
the place where the largest group of directors is assembled or, if no such group is
readily identifiable, at the registered office of the Company.
In case of extreme emergency, The Chairman or the Managing Director of the
Company or any Director may convene the meeting of the Directors by giving 24
hours clear notice to the Directors but must have legal proof of sending / receiving
notice and decision of that meeting to be approved by majority in next General
meeting.

34 A resolution in writing signed by all the Directors shall be as effective for all purpose
as a resolution passed at a meeting if the Directors duly called and constituted.
The Board of Directors at General meeting shall set business target in quantifiable
term for The Managing Director on agreed basis.
The Board of Directors at extra ordinary general meeting shall fix salary / benefits of
the day to day active director(s).

CHAIRMAN

35 Jonathan Philipp Doerr shall be the first Chairman of the company and he shall hold
the office for a period of 5 (Five) years unless he voluntarily resigns or disqualified
under Section 108(1) the provision of the Companies Act, 1994 and shall be eligible
for being elected for a further term or terms on expiry of the said period or periods.

MANAGING DIRECTOR

36 Syed Mostahidal Hoq shall be the first Managing Director of the company and he
shall hold the office for a period of 5 (Five) years unless he voluntarily resigns or
disqualified under Section 108(1) of the provision of the Companies Act, 1994 and
shall be eligible for being elected for a further term or terms on expiry of the said
period or periods.

37 Subject to the control and supervision of the Board of Directors the Managing
Director shall exercise the following powers for carrying on the business of the
Company
a) To run the day to day affairs of Company¿s business
b) To receive to the Company all money and securities of the Company and pay out
of funds of the company.
c) To have general direction, management, superintendence and control of its
business
d) To generally manage all concerns and affairs of the Company to appoint
employees, officers, agents, advisers, organizers, engineers, scientists, technicians,
labors, servants, messengers, peons, guards and others for the purpose of the
Company, to remove or dismiss them and to appoint others in their place and to pay
or cause to pay such salaries, wages, commission, allowances or other remuneration
as may be deemed fit and proper and in particular to sanction and spend the
preliminary expenses of the Company.

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 38 e) To promote, demote, punish, sack, transfer or re-designate any employee.
f) To sign documents and cheques on behalf of the Company or to delegate the
power to any Director, officer, person or attorney and subject to approval of the
Board to give General Power of Attorney on behalf of the Company.
g) To borrow and raise any sum of money by loan or otherwise on mortgage or
hypothecation on such securities and terms as he may deem fit and execute, sign,
seal or deliver all necessary documents or do any act in this behalf subject to
approval of the Board of Directors.
h) To take decisions for entering into new business or Investment on behalf of
company subject to the approval of the Board of Directors.
i) To purchase, sell, left out, exchange, or otherwise dispose of absolutely or
conditionally property and asset of the Company for the purpose of the Company
subject to the approval of the Board of Directors.

39 j) To settle, compound, submit to arbitration and/ or to withdraw actions, accounts,

claims, demands whatsoever whether arising in any legal proceeding or not.
k) Subject to the approval of the Board of Directors purchase or otherwise acquire
at such prices and generally on such terms and conditions as he may deem fit any
property, right, privileges and concessions as the Company is authorized to acquire
and he may invest the reserve fund of the Company or dispose of the same on
behalf of the Company as he may deem fit and proper.
l) To execute and to do, in the name of the Company, all such deeds and things as
are necessary for welfare of the Company.
m) To sign and to verify plaints, written statements, petitions, wakalatnamas
authorizing legal practitioners to act on behalf of the Company in all courts (civil,
criminal) within Bangladesh or abroad.

40 n) To keep in safe custody all assets, valuable documents and securities of the
Company.
o) For any major business decisions, Managing Director shall discuss with Chairman
or board of directors calling short meeting.
p) To start Branch Office/Offices of the Company subject to the approval of the
Board of Directors.

BANK ACCOUNT

41 As approved by the Board of Directors, the Company shall open Bank Account with
any Commercial Bank/Private Bank or Financial Institutions and shall be operated by
the Joint signature of the Chairman and Managing Director of the company or as per
resolution of the Board of Directors.

ADVISOR

42 The Board of Directors may from time to time appoint any suitable and acceptable
person(s) as Advisor of the Company and fix up his remuneration.

NOTICE

43 When a notice is sent by registered post, service of the notice shall deemed to be
effectual by properly addressing, prepaying and posting a letter containing the
notice and unless contrary is proved to have effect at the time which the letter
would deliver by post and Regulation no 113 to 117 of schedule shall apply.

PROCEEDING AT GENERAL MEETING

The Directors shall cause to be duly entered in books provided for the purpose:

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 44 a) of all appointment of employees;
b) of the names of the Directors present at each meeting of the Directors and any
Directors and committee of Directors;
c) of all orders made by Directors and committee/Board of Directors;
d) of all approvals made by Directors and committee/Board of Directors
e) of all resolutions and proceedings of general meetings and of the Directors and
Committees.
And any such minutes of any meetings of the Directors or of any committee of the
company, if purporting to be signed by the Chairman of such meeting or by the
Chairman of the next succeeding meeting, shall be receivable as prima-facie of the
matters stated in such minutes

MANAGEMENT

45 The Directors may at any time appoint Managing agents to manage the affaires of
the Company under the control and direction of the Directors upon such terms and
conditions as they think fit.

ACCOUNTS AND AUDIT

46 The Directors shall cause to be kept proper books of accounts as provided in

Section 181 & 182 of the Companies Act, 1994 and shall provide the section 181-
191 of the Companies Act, 1994

a) Of all assets and liabilities of the Company.

b) Of all sums of money received and spent by the company and the matters in
receipt of which such receipts and expenditure take place.

c) All sales and purchase of goods by the company.

47 Once at least in every year the account of the company shall be examined and
audited by an auditor duly appointed.
The remuneration of the auditor shall be fixed by the Company in General Meeting
except that the remunerating of any auditor appointed to fill any casual vacancy
may be fixed by the Directors, under section 210 to 213 of the Companies Act,
1994.

ANNUAL RETURNS

48 The company shall comply with the provision of Section 36 of the Companies Act,
1994 as the making of annual returns.

DIVIDEND AND RESERVE

49 The Board of Directors shall approve and the Company in Annual General Meeting
shall declare dividends to Issued shares. This clause can never be amended by any
resolution by the Board of Directors or by any means.

50 No dividend shall be payable except out of the profits of the Company of the year
and no dividend shall carry interest as against the Company.

The Directors may from time to time pay interim dividends to the members. Such

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 51 interim dividends as appear to the Directors to be justified by profits of the
Company.

52 The Directors may before recommending any dividend set aside out of the profit of
the Company, such sums as they think proper as reserve which shall at the
discretion of the Directors be applicable for meeting contingencies, for equalizing
dividends or for any other purpose to which profits of the company may be
employed in the business of the company or be invested (Other than shares of the
company) as the directors may time to time think fit.

53 The Company can create and maintain a reserve fund where the amount will be
decided by the Board. Such reserve fund shall be kept or invested in such Bank(S)
or place(s) as the Board shall decide.

COMMON SEAL

54 The Company shall have a common seal and where the seal is affixed shall be
countersigned by the Managing Director or any other Director, if so authorized by
the Board, such seal and signature shall be conclusive evidence of the fact that the
seal has been properly affixed.

INDEMNITY

55 Every Director and other officer or servant of the company be indemnified by the
Company against all costs, losses and expenses which any such officer or servant
may incur or become liable for by any reason of any contract entered into or act or
thing done by such officer or servant including traveling expenses in the usual
course of discharging his/her duties.

56 No Director or other officer of the Company shall be liable for the acts, receipts,
neglects or defaults of any other officer of for joining in any receipts of other act
for conformity or for any loss or happening to the Company through the insufficiency
or deficiency or efficiency or deficiency or effect of title to any property acquired
by order of the Director for and on behalf of the Company or for any loss or damage
arising from bankruptcy, insolvency of any person with whom moneys, securities or
effects shall be deposited or for any loss occasioned by any error of judgment or
oversight or oversight on his/her part or for any loss, damage or misfortune
whatever, shall happens in the execution of the duties of his office or relation
thereto unless the same happens through dishonesty.

SECRECY

57 The Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors,

Accountants, Officers, Agents or other person employed in the business of the
company shall have to observe strict secrecy respecting all matters which may
come to his knowledge in the discharge of the duties when required to do so by
resolution of the company or by court of law or where the person connected is
required to do so in order to comply with any provision of the law or in these
presents.

ARBITRATION

58 If and whenever any difference shall arise between the Company and any of the
members or their representative touching the construction of any of the Article
herein contained or any Act, matter or thing made, done or omitted in regard to the
rights and liabilities arising hereunder or arising out of the regulation existing
between the parties by reason of these presents or of the statutes or any of them,

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 such difference shall forthwith be referred to two Arbitrators, one to be appointed
by each party and a third arbitrator may be chosen by the two Arbitrators, if
deemed necessary, before entering on the consideration in accordance with the
provisions of the Arbitration Act,2001.

WINDING UP

59 If the Company is wounded up the surplus assets (subject to any rights attached
any special classes of shares forming part of the capital for the time being) of the
Company be applied first in the repayment of capital paid up on the ordinary shares
and the excess (if any) shall be distributed among the members in proportion to the
number of shares held by them respectively.

60 The Directors, the Secretaries, the Auditors and other Officers or Servants for the
time being in relation to any of the affairs of the company be indemnified out of the
assets of the Company from and against all or any act done or omitted in or about
the execution of their duty.

61 We, the several persons, whose names, addresses and descriptions are subscribed
below, are desirous of being formed into a Private Limited Company in pursuance
with thus Memorandum of Association and we respectively agreed to take the
number of shares in the capital of the company set opposite our respective names.

[This set of Articles of Association was adopted by the members through a special resolution
on 05-NOV-22]

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