नेपाल ल्यूव आयल लिमिटेडको ३५औं वार्षिक साधारण सभाको सूचनाNepal Lube Oil Limited: Notice of 35th Annual General Meeting

Nepal Lube Oil Limited

Notice of the 35th Annual General Meeting

As per the decision of the 351st meeting of the Board of Directors held on 2083।05।26, the 35th Annual General Meeting of this company will be held on the following date, time, and venue to discuss the matters mentioned below. Therefore, all shareholder gentlemen are requested to attend.

Date: 2083 Ashwin 19 (5 October, 2026), Monday. Time: 11:30 AM. Venue: The Plaza (Copper Floor), Pulchowk, Lalitpur.

Agenda for Discussion:

A) To discuss and approve the annual policies, programs, and plans of this year as mentioned in the Board of Directors' report of F.Y. 2082।83.

B) To discuss and approve the Auditor's Report of F.Y. 2082।83, the Balance Sheet as of Ashad end 2083, and the Income Statement and Cash Flow Statement of the same period.

C) To discuss and approve the Consolidated Financial Statements along with the financial statements of the subsidiary companies NLOL Energy Ltd and NLOL Synergy Ltd.

D) To approve the proposal for the appointment of Pi. Pramas & Associates as the external auditor for the transactions of F.Y. 2083।84 with a remuneration of Rs. 3,00,000।00, as passed by the Audit Committee and approved by the Board of Directors pursuant to Section 111 of the Companies Act, 2063. (Proposals were received from 3 different auditors).

E) To approve the reconstitution of the Board of Directors as per the 389th and 390th meetings of the Board of Directors held on 2083।03।25. To approve the decision of the same meeting to provide the remuneration and facilities of the Chairman & Chief Executive Officer and Executive Director without reducing them from the total remuneration and facilities received by them in their previous tenure.

F) Appointment of Advisor: To authorize the Board of Directors to appoint one or more persons as Advisor(s) to obtain expert opinion, consultation, and support on company operations, business development, financial, technical, commercial, legal, or other special matters as required. The appointment, scope of work, tenure, remuneration, and removal of the advisor shall be as per the decision of the Board of Directors. The advisor shall not have the right to vote in the meetings of the Board of Directors. To approve the proposal to make necessary amendments to the Memorandum and Articles of Association for this purpose.

Special Resolutions

A) To approve the distribution of 15 percent bonus shares and 6.05264% cash dividend (i.e., Rs. 52,52,138।83 cash dividend) making a total of 21.05264% dividend of the paid-up capital as recommended by the 351st meeting of the Board of Directors (the cash dividend is to be distributed only after utilizing it for the purpose of dividend tax deduction for both dividends).

B) To provide the proposed bonus shares on the paid-up capital as of Ashad end 2083 according to the Balance Sheet of F.Y. 2082।83. The right share issuance shall be applicable only to the share quantity of 14,57,253.60 units mentioned in the application submitted to the Securities Board of Nepal (SEBON) for the 1:2 right share issuance previously, and the additional bonus shares distributed with approval from the F.Y. and previous F.Y. i.e., 2081।82 and 2082।83 (i.e., 34th and 35th Annual General Meetings) shall be limited within the said 14,57,253.60 units and determined for right share issuance on a pro-rata basis.

C) Regarding the utilization of capital received after the 1:2 ratio right share issue (1:2 Ratio, Right share Issue) of the company, which was unanimously approved by the Special General Meeting held on मिति 2081।10।29 and the bonus shares approved by this Annual General Meeting, and currently submitted to SEBON for approval.

D) To amend the Memorandum of Association to increase the Authorized, Issued, and Paid-up Capital of the company for this purpose after the approval of the above bonus shares and capital increase proposals from right shares.

E) To fully authorize the Board of Directors to prepare documents for amending the Memorandum and Articles of Association to increase the Authorized Capital, Issued Capital, and Paid-up Capital and to implement all other decisions mentioned above, and to submit them to the Office of the Company Registrar and other necessary regulatory bodies like Securities Board of Nepal (SEBON), Nepal Stock Exchange (NEPSE), CDS Clearing Ltd., and other government and non-government offices for the said work, including listing of bonus shares and all other types of works, and to authorize the Company Secretary Mr. Suvas Acharya for the same.

F) Miscellaneous.

By Order of the Board of Directors

Company Secretary

General Information Regarding the Annual General Meeting

1. If a proxy is appointed, the proxy form must be registered at the company's corporate office, Saket Bhawan, Tripureshwor, Kathmandu, at least 72 hours before the commencement of the meeting. Proxy forms with mismatched shareholder names, share numbers, and signatures will be cancelled.

2. The meeting will be conducted only if the required quorum is present as specified for conducting the meeting.

3. For the purpose of the Annual General Meeting, the share transfer book of the company will remain closed from 2083।06।05 to 2083।06।19.

4. The notice of the Annual General Meeting and the financial statements will be sent to the addresses maintained in the shareholders' register.

5. For any other information regarding the Annual General Meeting, shareholders may contact the company's corporate office, Saket Bhawan, Tripureshwor, during office hours.