नारायणी डेभलपमेन्ट बैंकको २३ र २४औं वार्षिक साधारण सभा आह्वानNarayani Development Bank Calls 23rd & 24th AGM

Narayani Development Bank Limited

Notice Regarding 23rd and 24th Annual General Meeting

As per the decision of the Board of Directors dated 2083/06/23, the company's 23rd and 24th Annual General Meeting is convened to discuss the following matters at the following date, place, and time. Therefore, this notice is published for the information of all shareholders.

Date, Time and Place of Annual General Meeting

Date: 2083/07/27

Day: Friday.

Time: 11:00 AM.

Place: Smart Garden and Restaurant Pvt. Ltd., Basant Chowk, Bharatpur 12, Chitwan.

(A) Ordinary Proposals

1. To discuss and pass the Annual Report of the financial years 2080/081 and 2081/082 presented by the Chairman on behalf of the Board of Directors.

2. To discuss and pass the auditor's report along with the Balance Sheet, Profit and Loss Account, Cash Flow Statement, Statement of Changes in Equity, and related schedules for the financial years 2080/081 and 2081/082 up to Asadh end 2081 and Asadh end 2082, respectively.

3. To approve the appointment and remuneration/fees of the auditor appointed by the Board of Directors upon the recommendation of the Audit Committee for the auditing of financial year 2081/082 as per the prevailing Companies Act, 2063 and Bank and Financial Institutions Act, 2063.

4. To appoint the auditor and determine their remuneration/fees to conduct the audit for financial year 2082/083 upon the recommendation of the Audit Committee as per prevailing laws.

5. To approve the appointments of directors made by the Board of Directors to vacant director positions as per prevailing laws and the Bank's Memorandum and Articles of Association.

6. Miscellaneous.

(B) Special Proposals

1. To amend the Articles of Association of the company.

2. Regarding capital increase, after completing the auction process of unsold rights shares as per rules, to authorize the Board of Directors to initiate all processes related to issuing rights shares as required under prevailing laws and regulatory provisions to obtain necessary approvals from Nepal Rastra Bank, Securities Board of Nepal, and other concerned regulatory bodies to increase paid-up capital equal to the amount needed to maintain the minimum paid-up capital mandated by Nepal Rastra Bank for this bank.

3. Regarding merger/acquisition and strategic partnership, to authorize the Board of Directors to conduct all necessary activities subject to prevailing laws and regulatory approval, including merging/acquiring (Merger and Acquisition) Narayani Development Bank Limited with other appropriate banks and financial institutions, identifying suitable banks, financial institutions, strategic partners, and investors to increase the bank's capital, business, and institutional capacity including bringing in strategic partners and new investors, holding necessary discussions and negotiations, signing Memorandum of Understanding - MoU, applying/petitioning to Nepal Rastra Bank and other relevant regulatory bodies for in-principle approval based on it, appointing consultants, evaluators, and auditors necessary for Due Diligence/Valuation of assets and liabilities, and determining their remuneration/fees.

4. Regarding amendments to the Memorandum and Articles of Association, to authorize the Board of Directors or officials designated by the Board of Directors to make necessary amendments, additions, and modifications to the Bank's Memorandum and Articles of Association as per the Bank's requirements, business structure, and prevailing laws, and to carry out necessary amendments, additions, and modifications if suggestions, directions, or amendments are required by Nepal Rastra Bank, Office of the Company Registrar, Securities Board of Nepal, or other concerned regulatory bodies.

5. Miscellaneous.

Other Information Regarding 23rd and 24th Annual General Meeting:

1. For the purpose of the 23rd and 24th Annual General Meeting, the company's Shareholder Register Book will remain closed for one (1) day on Friday, 2083/07/13. Only shareholders registered as per prevailing laws based on details received at the bank's share registrar Global IME Capital Limited from trading on Nepal Stock Exchange up to date 2083/07/11 will be eligible to attend and participate in the AGM.

2. Shareholders wishing to appoint a proxy to participate in the Annual General Meeting must fill out the proxy form published in the annual report booklet in the format prescribed by prevailing company law and appoint a proxy. A proxy so appointed must be registered with the bank at least 48 hours in advance.

3. Persons other than shareholders, auditors, and legal advisors shall not be admissible to the meeting.

4. For further information regarding the 23rd and 24th Annual General Meeting, please contact the Central Office of this bank at Bharatpur 10, Chitwan, or check the details posted on the bank's notice board.

By Order of the Chairman

Company Secretary