डिभाइन हेल्थकेयरको दोस्रो वार्षिक साधारण सभा सम्बन्धी सूचनाDivine Healthcare: 2nd Annual General Meeting Notice

Divine Healthcare Limited

Notice of 2nd Annual General Meeting

Second Publication Date: 2081/05/17

Respected Shareholders,

As per the decision of the Board of Directors meeting of this company held on Bhadra 13, 2081, in accordance with Section 67 of the Companies Act, 2063, the Annual General Meeting of the company will be held on the following date, time, and venue to discuss and decide on the following agendas. All shareholders are hereby requested to attend the AGM.

1. Date, Venue, and Time of the Meeting:

Date: Ashwin 6, 2081

Venue: Company's Factory Premises, Bharatpur-16, Chitwan.

Time: 11:00 AM

2. Agendas for Discussion:

A) Ordinary Agendas:

1. To discuss and approve the Board of Directors' Annual Report for F.Y. 2080/081.

2. To discuss and approve the Auditor's Report along with the Balance Sheet, Profit and Loss Account, and Cash Flow Statement for F.Y. 2080/081.

3. To appoint the auditor for F.Y. 2081/082 and determine their remuneration.

4. To endorse the decisions made by the Board of Directors during F.Y. 2080/081.

5. Regarding the proposal to distribute 0.0657894 percent cash dividend (for tax purposes).

B) Special Agendas:

1. Regarding the issuance of 1.25 percent bonus shares on the existing paid-up capital.

2. Regarding amending Clause 6(a) and (b) of the Memorandum of Association to increase the authorized and issued capital.

3. Regarding amending Rule 27(2) of the Articles of Association to reduce the existing number of directors from 11 to a total of 7 directors, including 5 from the promoter group, 1 representing public shareholders, and 1 professional expert independent director.

4. Regarding making other necessary amendments to the Memorandum and Articles of Association of the company.

5. Regarding the issuance of 20 percent Right Shares on the paid-up capital maintained after the bonus share distribution and authorizing the Board of Directors for necessary actions related thereto.

6. Regarding continuing the decision of the First Annual General Meeting concerning the Initial Public Offering (IPO) of the company.

7. Regarding the utilization of capital raised from the Initial Public Offering (IPO).

8. Regarding delegating authority to the Board of Directors to make necessary revisions, additions, or adjustments to the proposed amendments to the Memorandum and Articles of Association and the Initial Public Offering (IPO) as per directives from regulatory authorities.

3. Miscellaneous.

Other Information Regarding the AGM:

1. Every shareholder attending the meeting must be present at the venue and sign the attendance register. The attendance register will be open from 10:00 AM.

2. For the purpose of the AGM, the company's Shareholder Register Book and share transfer book will remain closed for one day on Bhadra 26, 2081. Only shareholders maintained until the day before the book closure, i.e., Bhadra 25, 2081, will be eligible to participate in the AGM.

3. In case of institutional shareholders, the person appointed as proxy by the institution must be present along with the letter of authorization.

4. A proxy appointed by an individual shareholder must be a shareholder of the company.

5. In case of jointly held shares, only the shareholder whose name appears first in the register book or a single person unanimously appointed as proxy shall be eligible to participate in the meeting.

6. Shareholders wishing to appoint another shareholder of the company as their official proxy must submit the completed proxy form to the company's registered office at least 48 hours prior to the meeting.

By Order of the Board of Directors

(Company Secretary)