एनआईसी एशिया बैंकको अठ्ठाईसौं वार्षिक साधारण सभाको माइन्यूटNIC ASIA Bank: Minutes of the 28th Annual General Meeting

Minutes of the Proceedings of the Twenty-Eighth Annual General Meeting Published Pursuant to Section 75 (3) of the Companies Act, 2063

1. Statutory Meeting:

The twenty-eighth Annual General Meeting, convened as per the decision of the Board of Directors of NIC ASIA Bank Limited, was successfully concluded as follows under the chairmanship of Mr. Ashok Kumar Agrawal, Chairman of the Board of Directors.

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

Date: 2083 Jestha 18, Monday (corresponding to 1 June 2026).

Time: 9:00 AM.

Place: Army Officers Club, Bhadrakali, Kathmandu.

3. Notice and Necessary Details of the Meeting:

The notice regarding the twenty-eighth Annual General Meeting and the brief annual financial statement were published in the national daily newspaper “Karobar” on 2083.01.22 and in the national daily newspaper “Aarthik Abhiyan” on 2083.02.14, respectively. Shareholders were also publicly informed by placing the notice on the bank's website.

The notice regarding the Annual General Meeting and the annual report including the financial statement for the fiscal year 2081/82 were also sent to the addresses provided by the shareholders to the bank.

4. Quorum and Legality:

Total Shares Present Shareholders (Self) Present Shareholders (by Proxy) Total Present Shareholders Total Present Shares Percentage Representation of Allotted Shares in the Meeting

14,91,75,669 772 284 1,056 8,46,61,601 56.75%

1. Attendance of Directors:
2. Mr. Ashok Kumar Agrawal - Chairman (Promoter Group)
3. Mr. Trilok Chand Agrawal - Director (Promoter Group)
4. Mr. Ramchandra Sanghai - Director (Promoter Group)
5. Mr. Ram Krishna Khatiwada - Independent Director
6. Mr. Aditya Kumar Agrawal - Director (Public Group)
7. Mr. Keshav Prasad Lamsal - Director (Public Group)

7. Mrs. Anupa Pradhan Rajbhandari - Director (Public Group) (via Video Conference)

6. Decisions of the Meeting:

(a) General Resolutions:

1. The proposal presented for decision, to approve the Board of Directors' report for the fiscal year 2081/82 under agenda item (1) of the Annual General Meeting, was unanimously passed by the General Meeting after discussion.

2. The proposal presented for decision, to approve the balance sheet as of Ashadh end 2080, and the profit and loss account, cash flow statement, and other annual financial statements for the fiscal year 2081/82, along with the auditor's report under agenda item (2), was unanimously passed by the General Meeting after discussion.

3. The proposal presented for decision, to approve the integrated financial statements including the financial statements of the bank and its subsidiary companies NIC ASIA Laghubitta Bittiya Sanstha Ltd. and NIC ASIA Capital Ltd. for the fiscal year 2081/82 under agenda item (3), was unanimously passed by the General Meeting after discussion.

4. After the proposal to appoint an external auditor for the fiscal year 2082/83 and fix their remuneration was presented to the General Meeting as per the recommendation of the Audit Committee under agenda item (4), the Audit Committee, based on the criteria it determined, recommended M/S S.A.R. Associates, Chartered Accountants as the first priority, M/S B.R.S. Neupane & Co, Chartered Accountants as the second, M/S G.P. Rajbahak & Co, Chartered Accountants as the third, and M/S R.S.M.A. Associates, Chartered Accountants as the fourth. Based on the recommendation of the 340th meeting of the Audit Committee held on 2082.01.27, M/S S.A.R. Associates, Chartered Accountants was appointed as the external auditor for the fiscal year 2082/83. The proposal to pay them a remuneration of Rs. 52,250/- (in words: Fifty-two Lakh Twenty-six Thousand Two Hundred Fifty Rupees only), including Value Added Tax (VAT), for all necessary tasks including external audit, tax audit, Long Form Audit Report (LFAR), Certification of Annual Report related to Corporate Governance Directive Issued to Listed Institution-2074, and other necessary reports to be certified under the Companies Act (including all transportation and other expenses incurred in the course of such work), was presented for decision to the General Meeting and was unanimously passed by the General Meeting.

5. Under agenda item (5), Mr. Tulsiram Agrawal, a director elected for a 4-year term from the promoter shareholder group as per the decision of the 24th Annual General Meeting of this bank held on 2078.12.20, resigned from the post of director and chairman on 2082.01.04. His resignation was approved as per the decision of the 843rd meeting of the Board of Directors held on 2082.01.06. The proposal presented for decision, to approve his resignation, was unanimously passed by the General Meeting.

As per the decision of the 843rd meeting of the Board of Directors held on 2080/01/02, the proposal to approve the decision to appoint Mr. Ashok Kumar Agrawal, resident of Lazimpat, Ward No. 2, Kathmandu Metropolitan City, Kathmandu District (permanent address Dharan, Ward No. 5, Sunsari) as an independent director for a 4-year term for the remainder of his tenure, was presented for decision and unanimously passed by the General Meeting.

5. Under Agenda (5), Mr. Ganesh Man Shrestha, a director elected from the general shareholder group for a 4-year term as per the decision of the 24th Annual General Meeting of this bank held on 2078/12/20, resigned from the post of director on 2080/01/18. This resignation was approved as per the decision of the 844th meeting of the Board of Directors held on 2080/01/20. Subsequently, as per the decision of the 846th meeting of the Board of Directors held on 2080/01/22, the proposal to approve the decision to appoint Ms. Anupa Pradhan Rajbhandari, resident of Ward No. 10, Lalitpur Metropolitan City, Lalitpur District, for the remainder of his tenure, was presented for decision and unanimously passed by the General Meeting.

6. Under Agenda (6), regarding the proposal to elect 3 directors representing the promoter shareholders and 3 directors representing the general shareholders, Election Officer Mr. Leelamani Poudel informed the meeting about the election results and announced that 6 directors, 3 representing the promoter group and 3 representing the general group, have been unanimously elected as per the election schedule published by the Election Officer's office. The meeting took note of this.

1) Mr. Ashok Kumar Agrawal Director (Promoter Shareholder Group)

2) Mr. Ramchandra Sanghai Director (Promoter Shareholder Group)

3) Mr. Jayant Kumar Agrawal Director (Promoter Shareholder Group)

4) Mr. Aditya Kumar Agrawal Director (General Shareholder Group)

5) Mr. Keshav Prasad Lamsal Director (General Shareholder Group)

6) Mrs. Anupa Pradhan Rajbhandari Director (General Shareholder Group)

(ख) Special Proposals:

1. Under Agenda (1), subject to obtaining necessary approvals from relevant bodies and in accordance with prevailing laws and regulatory provisions, the special resolution to approve the issuance of 7,14,920,011 (seven crore fourteen lakh ninety-two thousand eleven) right shares at a ratio of 2:1 (two for one) at a face value of रु. 100/- (one hundred rupees only) for a total of रु. 7,14,920,011/- (seven billion fourteen crore ninety-two lakh eleven rupees) by increasing the bank's current paid-up capital of रु. 14,29,840,022/- (fourteen billion twenty-nine crore eighty-four lakh twenty-two rupees) was presented for decision and unanimously passed by the General Meeting. Furthermore, the special resolution to authorize the Board of Directors or officials designated by the Board to make any changes, amendments, or additions as instructed or suggested by relevant bodies during the process of obtaining necessary approvals for the right share issuance, was presented for decision and unanimously passed by the General Meeting.

2. Under Agenda (2), the special resolution to approve the increase of the bank's previous authorized capital from रु. 19,00,00,000/- (nineteen billion rupees) to रु. 27,37,83,50,422/- (twenty-seven billion thirty-seven crore eighty-three lakh fifty thousand four hundred twenty-two rupees), to increase the previous issued capital from रु. 19,29,840,022/- (nineteen billion twenty-nine crore eighty-four lakh twenty-two rupees) to रु. 27,37,83,50,422/- (twenty-seven billion thirty-seven crore eighty-three lakh fifty thousand four hundred twenty-two rupees), and to increase the previous paid-up capital from रु. 14,29,840,022/- (fourteen billion twenty-nine crore eighty-four lakh twenty-two rupees) to रु. 27,37,83,50,422/- (twenty-seven billion thirty-seven crore eighty-three lakh fifty thousand four hundred twenty-two rupees), was presented for decision and unanimously passed by the General Meeting.

3. Under Agenda (3), the special resolution to approve contemporary amendments/additions to the bank's Memorandum and Articles of Association was presented for decision and unanimously passed by the General Meeting.

4. Under Agenda (4), the special resolution to authorize the Board of Directors or officials designated by the Board to make any changes, amendments, or additions as instructed or suggested by relevant bodies during the approval process of the Memorandum and Articles of Association amendments, was presented for decision and unanimously passed by the General Meeting.

5. Under Agenda (5), the special resolution to maintain the bank's registered (central) office at its own building located at Pragyapath 51, Kamaladi, Ward No. 28, Kathmandu Metropolitan City, Kathmandu District, was presented for decision and unanimously passed by the General Meeting.

(ग) Miscellaneous

Under Agenda Miscellaneous, the meeting took note that the term of independent director Mrs. Vijaya Swar ended on 2080/06/02, and Mr. Ram Krishna Satiwaju (Citizenship No. 56487/1337), resident of Ward No. 4, Mahalaxmi Municipality, Lalitpur District (permanent address Khopasi, Ward No. 4, Kavre), was appointed as an independent director for a 4-year term by the 844th meeting of the Board of Directors held on 2080/01/20.

6. Vote of Thanks and Adjournment:

The Chairman extended special thanks to the esteemed shareholders for their valuable participation and suggestions, which contributed to the successful completion of the bank's 28th Annual General Meeting. Furthermore, expressing hope for continued support and encouragement in the future, the Chairman declared the 28th Annual General Meeting of the bank concluded, extending thanks to all present esteemed shareholders, representatives of regulatory bodies, directors, the Chief Executive Officer, bank officials, and all employees.