ग्लोबल आइएमई बैंकको २० औं वार्षिक साधारण सभाको माइन्यूट सूचनाGlobal IME Bank: Minutes of 20th Annual General Meeting

Global IME Bank Limited

Details of Proceedings (Minutes) of the 20th Annual General Meeting Public Notice as per Section 75 (3) of the Companies Act, 2006

Statutory Meeting :

In accordance with the Companies Act, 2006 and the Articles of Association of the Bank, the 20th Annual General Meeting of the Bank was held under the chairmanship of the Chairman of the Board of Directors, Mr. Chandra Prasad Dhakal, on the following date, place, and time, discussing the following matters and arriving at the following decisions.

2. Date, Place, and Time of the Meeting :

Date : Friday, Ashwin 16, 2083 (Corresponding to October 2, 2026)

Place : Nepal Police Club, Bhrikutimandap, Kathmandu.

Time : 9.00 AM.

3. Notice of the Meeting :

As per Section 67 (2) of the Companies Act, 2006, a public notice specifying the place, date, time, and agenda of the 20th Annual General Meeting for attendance was published in Annapurna Post National Daily on 2083/05/23 and in Aarthik Abhiyan National Daily on 2083/05/25. Along with the notice, an abridged annual financial statement for F.Y. 2082/83 was also published as per Section 84 (4) of the Companies Act, 2006.

4. Agenda Items :

a. Ordinary Proposals:

1) To adopt the Annual Report presented by the Chairman on behalf of the Board of Directors.

2) To adopt the financial statements including the Balance Sheet, Profit and Loss Account, and Cash Flow Statement for F.Y. 2082/83 along with the Auditor's Report.

3) To adopt the Consolidated Financial Statement including the financial statements of subsidiary companies Global IME Capital Ltd., Global IME Laghubitta Bittiya Sanstha Limited, and Global IME Securities Ltd. for F.Y. 2082/83.

4) To approve 6 percent cash dividend (including tax purpose) from the profit of F.Y. 2082/83 as proposed by the Board of Directors.

5) To appoint an external auditor for the audit work of F.Y. 2083/84 as per Section 111 of the Companies Act, 2006 and fix their remuneration.

6) To inform regarding the appointment of Independent Director.

b) Special Proposals :

1) To approve the distribution of 4 percent bonus shares of paid-up capital from the retained earnings up to the end of Ashad 2083 as proposed by the Board of Directors, and to increase the issued and paid-up capital to that extent and amend the Memorandum and Articles of Association.

2) To delegate full authority to the Board of Directors to carry out or cause to carry out any additions, deletions, or amendments to the Memorandum and Articles of Association if directed by regulatory bodies.

c) Miscellaneous.

Quorum of the Meeting :

The meeting was convened as per the Companies Act, 2006 and the Articles of Association of the Bank. Pursuant to Section 73 (2) of the Companies Act, shareholders representing more than 50 percent of the total allotted shares out of at least 3 shareholders must be present. The Company Secretary informed that 1,799 shareholders signed the attendance register at the 20th Annual General Meeting, representing 51.02 percent of the total share count, thereby fulfilling the required quorum for the general meeting.

Decisions of the Meeting :

a) Ordinary Proposals :

1) To adopt the Annual Report presented by the Chairman on behalf of the Board of Directors :

After discussion on the Annual Report presented by the Chairman on behalf of the Board of Directors at the 20th Annual General Meeting, the Chairman submitted it for decision, and the report was passed unanimously. Furthermore, the meeting approved and ratified the financial assistance / donations amounting to a total of Rs. 3,78,42,136/- (Three Crore Seventy Eight Lakh Forty Two Thousand One Hundred Thirty Six) provided by the Bank under Corporate Social Responsibility during F.Y. 2082/83.

2) To pass the financial statements including the Balance Sheet, Profit and Loss Account, and Cash Flow Statement along with the Auditor's Report for the fiscal year 2082/083.

When the Chairperson presented the proposal before the assembly to pass the financial statements including the Balance Sheet, Profit and Loss Account, and Cash Flow Statement along with the Auditor's Report for the fiscal year 2082/83, the assembly unanimously passed the said proposal.

3) To pass the consolidated financial statements (Consolidated Financial Statement) including the financial statements for the fiscal year 2082/83 of the Bank's subsidiary companies Global IME Capital Ltd., Global IME Laghubitta Bittiya Sanstha Limited, and Global IME Securities Ltd.:

When the Chairperson presented the proposal before the assembly to pass the consolidated financial statements (Consolidated Financial Statement) including the financial statements for the fiscal year 2082/83 of the Bank's subsidiary companies Global IME Capital Ltd., Global IME Laghubitta Bittiya Sanstha Ltd., and Global IME Securities Ltd., the assembly unanimously passed the said proposal.

4) To approve a 6 percent cash dividend (including tax) out of profits, as proposed by the Board of Directors for the fiscal year 2082/83.

When the Chairperson presented the proposal before the assembly to approve the distribution of a cash dividend equal to 6.00 percent (including tax applicable on cash dividend and bonus shares), i.e., Rs. 2,28,69,51,156.96 (Two Billion Two Hundred Eighty-Six Million Nine Hundred Fifty-One Thousand One Hundred Fifty-Six and Paisa Ninety-Six only) out of the Bank's paid-up capital of Rs. 38,11,58,52,615.86 (Thirty-Eight Billion One Hundred Eleven Million Five Hundred Fifty-Eight Thousand Two Hundred Fifty-Six and Paisa Eighty-Six only) to shareholders, the assembly unanimously passed the said proposal.

5) To appoint an Auditor and fix their remuneration for the audit work of fiscal year 2082/83 pursuant to Section 111 of the Companies Act, 2006:

Pursuant to Section 111 of the Companies Act, 2006, as per the recommendation of the Audit Committee, when the Chairperson presented the proposal to appoint S.A.R. Associates, Chartered Accountants as the auditor of the Bank for the audit work of fiscal year 2083/84 and fix their remuneration, the assembly unanimously approved the appointment of S.A.R. Associates, Chartered Accountants as the auditor of the Bank with a lump-sum remuneration of Rs. 48,00,000/- (Forty-Eight Lakhs) excluding VAT.

6) Information regarding the appointment of an Independent Director:

In accordance with the decision of the Board of Directors meeting held on 2083/02/29, information was shared in the assembly regarding the appointment of former Government of Nepal Secretary Mrs. Bindra Hada Bhattarai, residing at Kathmandu District, KMC Ward No. 14, who possesses the qualifications and experience as per Section 17 (a) of the Banks and Financial Institutions Act, 2017, as an Independent Director of the Bank, and the assembly unanimously approved/endorsed her appointment.

B) Special Proposals:

1) To approve the distribution of a 4 percent bonus share out of accumulated profits maintained as of the end of Ashadh 2083, as proposed by the Board of Directors, and to increase the issued and paid-up capital to that extent and amend the Memorandum and Articles of Association.

When the Chairperson presented the special proposal before the assembly to approve the distribution of bonus shares equal to 4 percent of the Bank's paid-up capital of Rs. 38,11,58,52,615.86, i.e., Rs. 1,52,46,34,104.64, out of accumulated profits maintained as of the end of Ashadh 2083 as proposed by the Board of Directors, the said proposal was unanimously approved. Additionally, it was decided to keep fractional shares in the name of the respective shareholders until they are fully integrated. The proposal to maintain the Bank's issued and paid-up capital after the bonus share issuance at Rs. 39,64,04,86,720.50 (Thirty-Nine Billion Six Hundred Forty-Four Million Forty-Eight Thousand Six Hundred Seven Hundred Twenty and Paisa Fifty only) was unanimously approved, and it was decided to amend the Bank's Memorandum/Articles of Association accordingly and record it at the Office of the Company Registrar.

To add and amend Clause 5 (b) of the Memorandum of Association as follows:

The share capital to be issued immediately by the Bank shall be Rs. 39,64,04,86,720.50 (Thirty-Nine Billion Six Hundred Forty-Four Million Forty-Eight Thousand Six Hundred Seven Hundred Twenty Rupees and Paisa Fifty only).

To add and amend Clause 5 (c) of the Memorandum of Association as follows:

The paid-up share capital to be paid immediately by the Bank shall be Rs. 39,64,04,86,720.50 (Thirty-Nine Billion Six Hundred Forty-Four Million Forty-Eight Thousand Six Hundred Seven Hundred Twenty Rupees and Paisa Fifty only). Paid-up capital will increase progressively as issued capital is paid up.

2) To delegate full authority to the Board of Directors to make additions, deletions, or amendments to the Bank's Memorandum/Articles of Association if directed by regulatory authorities.

When the Chairperson presented the proposal to grant full authority to the Board of Directors to make modifications or amendments as suggested or directed by regulatory bodies or offices regarding the amendment of the Bank's Memorandum/Articles of Association, the assembly unanimously approved it.

Vote of Thanks and Adjournment of Meeting:

With the announcement that all proposals presented for discussion were passed by the assembly, the Chairperson expressed gratitude to everyone present and adjourned the meeting.