मातृभूमि लघुवित्तको सातौं वार्षिक साधारण सभा: FPO र हकप्रद शेयर प्रस्तावMatribhumi Laghubitta: 7th AGM Notice with FPO and Right Share Proposal

Matribhumi Laghubitta Bittiya Sanstha Ltd.

Matribhumi Laghubitta Bittiya Sanstha Ltd.

A "D" class financial institution licensed by Nepal Rastra Bank (with national-level operational area)

Central Office Lamki-4, Kailali (Corporate Office, Budhanilkantha-7, Kathmandu)

Notice regarding the Seventh Annual General Meeting

First published date: 2083/03/11 Thursday

Second published date: 2083/03/24 Wednesday

Dear Shareholders,

This notice has been published for the information of all esteemed shareholders, as per Section 67 of the Companies Act, 2063, regarding the Seventh Annual General Meeting of the institution, which will be held on the following date, time, and location to discuss and decide on the following proposals, as per the decision of the 184th Board of Directors meeting held on 2083 Ashar 10, Wednesday (corresponding to 24 June, 2026).

Date, Time, and Place of the Meeting:

Date: 2083 Ashar 32, Thursday (corresponding to 16 July, 2026)

Time: 11:00 AM

Place: Central Office, Lamki, Kailali

Proposed Agendas for Discussion and Decision:

(a) General Resolutions:

(1) To discuss and approve the annual report for the fiscal year 2081/82 to be presented by the Chairman on behalf of the Board of Directors.

(2) To discuss and approve the balance sheet as of 2082 Ashar end, profit and loss account for the fiscal year 2081/82, cash flow statement for the same period, and related schedules, along with the auditor's report.

(3) To appoint an auditor for the fiscal year 2082/83 and determine their remuneration, as recommended by the Financial Institution's Audit Committee.

(b) Special Resolutions:

(1) To issue additional public shares (Further Public Offering).

(2) To pass a resolution to issue Right Shares at the rate of Rs. 100/- (One Hundred Rupees) per share, in the ratio of 1:1 of the paid-up capital that will remain after the FPO issuance, under Matribhumi Laghubitta Bittiya Sanstha Limited's capital increment plan.

(3) To pass a resolution regarding granting authority to the Board of Directors to identify suitable microfinance institutions for the purpose of merging with or acquiring (Merger/Acquisition) other "D" class licensed microfinance financial institutions by Matribhumi Laghubitta Bittiya Sanstha Limited, appoint a recognized valuer for the valuation (Due Diligence Audit) of the institution's movable and immovable assets, liabilities, and transactions, determine their remuneration, sign the agreement, and complete all necessary procedures related to this.

(4) To grant full authority to the Board of Directors to obtain approvals, register, amend and change the Memorandum and Articles of Association on any matter, including any directives from Nepal Rastra Bank, Nepal Securities Board, Company Registrar's Office, and other regulatory bodies, and to carry out all other related tasks.

(5) To present the opinion of a financial expert for the suspension of the Permanent Account Number (PAN) of Jalpa Samudayik Laghubitta Bittiya Sanstha Limited and determine their remuneration.

(c) Miscellaneous:

By order of the Board of Directors,

Company Secretary

General Information regarding the Annual General Meeting:

(1) Book Closure: For the purpose of the Seventh Annual General Meeting of the financial institution, the share transfer registration (book close) will be closed on 2083/03/23, Tuesday. All concerned are informed that shareholders whose names are registered in the share register book based on share transfer documents received by Shri Kumari Capital Limited, Nagpokhari, Kathmandu, the share registrar of this financial institution, for transactions conducted until 2083/03/22, Monday, as per prevailing law within the specified timeframe by Nepal Stock Exchange Limited, will be eligible to participate in the meeting.

(2) No bonus or dividend will be distributed at the Seventh Annual General Meeting.

(3) Shareholders attending the Annual General Meeting must bring their beneficiary identity card number or any official identity card that reveals their identity, and if representing an organized institution, an official letter appointing them as a representative from that institution.

(4) The auditor's report, annual financial statements of the institution, board of directors' report, and other documents including the report as per Section 78 of the Companies Act, 2063, are arranged for inspection during office hours at the institution's Central Office Lamkichuha-4, Kailali, or Corporate Office Budhanilkantha-7, Kathmandu, or at the share registrar Shri Kumari Capital Limited, Nagpokhari, Kathmandu. Copies will be provided upon request. The annual report will also be available on the institution's website http://www.matribhumimf.com.np. Shareholders who do not receive the report for any reason can obtain it from the meeting venue on the day of the meeting.

(5) Every shareholder attending the Annual General Meeting must sign the attendance register at the meeting venue. The attendance register will be open from 11:00 AM until the meeting concludes.

(6) Shareholders wishing to appoint a representative (Proxy) to attend the meeting may only appoint a shareholder of this institution as a representative, as per prevailing company law. The application for appointing such a representative must be registered at the institution's Central Office/Corporate Office or Shri Kumari Capital Limited, Nagpokhari, Kathmandu, at least 48 hours before the start of the meeting.

(7) If a shareholder who has appointed a proxy attends the Annual General Meeting and signs the attendance register, the proxy will automatically be cancelled.

(8) A representative of an organized institution or company may participate in the Annual General Meeting as a shareholder, even if they are not a shareholder of that institution. In such cases, written information must be provided to the institution's Central/Corporate Office at least 48 hours before the meeting.

(9) If a shareholder appoints more than one representative (Proxy), all proxies will be cancelled. However, if a shareholder explicitly states in a separate application that they are cancelling a previously given proxy and appoints another shareholder as a representative (Proxy), then the newly appointed representative (Proxy) will be allowed to participate in the meeting, and in such a situation, the previous proxy will be considered automatically cancelled.

(10) When appointing a representative, it is not permitted to appoint a partial representative by keeping some shares with oneself and attending the general meeting. A single person must be appointed as a representative for all shares.

(11) In case shares are registered in the joint names of more than one person, only one representative selected by consensus or the person whose name is listed first in the register book will be allowed to participate in the meeting.

(12) In the case of minor shareholders, the guardian mentioned in the share registration book can participate in the meeting, appoint a representative, and even vote.

(13) If any matter needs to be discussed under the agenda of the Annual General Meeting, no proposal not mentioned in the meeting notice will be discussed or decided upon, unless approved by 67 percent of the total share capital shareholders.

(14) The proceedings of the Annual General Meeting will be conducted in accordance with the Companies Act, 2063, Regulations 2075, and other prevailing laws.