राष्ट्रिय बीमा कम्पनी लिमिटेडको चौथो वार्षिक साधारण सभाको माइन्युटRastriya Beema Company Limited: Minutes of 4th AGM

Minutes of Proceedings of the 4th Annual General Meeting of Rastriya Beema Company Limited

Notice Published Date: 2083/06/30 in Arthik Abhiyan National Daily

1. Legal Meeting:

As per the Companies Act, 2063 and the Articles of Association of this company, the 4th Annual General Meeting of Rastriya Beema Company Limited was held under the chairmanship of Mr. Nirmal Dhakal at the specified time and location below, and discussions and decisions were made on the following matters.

2. Date, Time and Place of Meeting:

Date: 2083/06/02 Friday (18 September 2026)

Time: 11:00 AM

Place: Anmol Catering Service Pvt. Ltd., Shankhamul, Kathmandu.

3. Notice of Meeting:

As per Section 67 of the Companies Act, 2063, notice regarding the holding of the 4th Annual General Meeting of this company along with the Annual Report and Financial Statements for fiscal years 2077/78 and F.Y. 2078/79 were dispatched to the addresses provided by all shareholders to the company, and notice regarding the meeting date, time, venue, and agendas to be discussed was published for the information of respected shareholders for the first time on date 2083 Bhadra 9 on the company's website, second time on date 2083 Bhadra 10 in Gorkhapatra National Daily, and third time in Arthik Abhiyan National Daily newspaper on date 2083 Bhadra 25.

4. Agenda Items for Discussion:

a. General Agenda:

(1) To discuss and pass the Annual Report for fiscal year 2077/78 and fiscal year 2078/79 presented by the Chairman on behalf of the Board of Directors.

(2) To discuss and pass the Balance Sheet as of Ashadh end along with the Auditor's Report of Rastriya Beema Company Limited for fiscal year 2077/78 and fiscal year 2078/79, the Profit and Loss Account and Cash Flow Statement for the period ending on the same date, and the schedules related to the financial statements of the said period.

(3) To endorse the appointment and remuneration of the auditor appointed by the Board of Directors for fiscal years 2079/80, 2080/81 and 2081/82 as per the advice of the Office of the Auditor General.

(4) Miscellaneous.

5. Attendance:

5.1 Directors present at the General Meeting pursuant to Section 68 of Companies Act, 2063:

Mr. Nirmal Dhakal Chairman, Ministry of Finance, Government of Nepal

Mr. Bolraj Acharya Director, Ministry of Finance, Government of Nepal

Mr. Sagar Kumar Singh Director, Employees Provident Fund

Ms. Pratibha Dangol Director, Nepal Bank Limited

Mr. Ravi Kumar Tibrewala Director, Public Shareholders

Mr. Laxmi Prasad Shrestha Director, Independent Director

5.2 Attendance of Other Officials

Mr. Himmat Bahadur Bhandari Chief Executive Officer

Mr. Subas Koirala Deputy Chief Executive Officer

Ms. Kabita Lama Company Secretary

6. Quorum Count:

Total Number of Shareholders Present in Person Present by Proxy Total Present Share Capital Represented in Meeting Percentage

5936 196 4 200 81.5%

7. Legality of Meeting, Quorum and Chairmanship:

7.1 Pursuant to the Companies Act, 2063 and the Articles of Association of this company, the meeting was called, and per Subsection 2 of Section 73 of the Companies Act and Rule 23 of the company's Articles of Association, requiring representatives of shareholders representing more than 50% of total allotted shares with at least 3 shareholders present in person or via representative, the Company Secretary certified that quorum for this General Meeting was met as the number of shareholders signing the attendance register exceeded 3 and represented more than 81.50% of total allotted shares, informing that the meeting was legally constituted according to the prevailing Companies Act.

7.2 Greeting all shareholders present, the Company Secretary requested the Chairman, Directors, Chief Executive Officer, Deputy Chief Executive Officer, representatives of promoter shareholders, and representatives of related offices to take their seats and proceeded with the meeting proceedings.

7.3 Informing that as per the company's Articles of Association, the Chairman of the Board of Directors chairs this meeting, the Company Secretary requested permission from the Chairman to conduct the company's 4th Annual General Meeting and invited the Chief Executive Officer to deliver welcome remarks and address.

8. Presentation of 4th Annual General Meeting:

8.1. At the commencement of the meeting, the Company Secretary sequentially presented the pre-determined discussion items agenda clause by clause with the permission of the Chairman.

9. Call for Discussion and Queries & Suggestions of Participating Shareholder Representatives:

9.1. The Chairman requested respected shareholders to state their queries and suggestions, if any, regarding the Board of Directors' Report for F.Y. 2077/078 and 2078/079, and the Balance Sheet, Profit-Loss Account, Income-Expense and Cash Flow Statements as of Ashadh end of F.Y. 2077/078 and 2078/079, as well as other agendas.

9.2. Names of participating shareholders and representatives of related offices in the discussion:

(1) Mr. Prabha Dhungana, Government of Nepal, Ministry of Finance

(2) Mr. Basanta Neupane, Nepal Bank Limited

(3) Mr. Ramchandra Pokharel, Employees Provident Fund

(4) Mr. Chandraman Gupta, Public Debt Management Office

(5) Ms. Sunita Adhikari, Office of the Auditor General

(6) Ms. Asmita Bhattarai, Office of the Auditor General

(7) Mr. Ravi Lama, Office of the Company Registrar

10. Summary of Queries and Suggestions of Respected Shareholders Participating in Discussion:

10.1 In the discussion, shareholders including Mr. Shatrughan Shrestha, Mr. Uddhav Prasad Ghimire, Mr. Chandra Narayan Shrestha, Mr. Dambar Ballav Ghimire, Mr. Krishnamani Acharya, Mr. Rajkaji Ranjit, Mr. Laxman Prasad Adhikari, Mr. Indra Krishna Shrestha, Mr. Utsav Sundar Shrestha, Mr. Avibheshwar Oli, Ms. Nirupama Gupta, Prof. Dr. Ramji Prasad Pandit, Mr. Lam Raj Joshi placed their queries and suggestions.

10.2 Attention was drawn regarding dissatisfaction with the annual report and financial statements at the general meeting, non-distribution of dividends, audit and annual general meetings not occurring on time, and the inability to expand the company's institutional capacity. Similarly, suggestions were received that company management should be agile and efficient, focus on business expansion, and adopt modern technology in insurance.

10.3 Responding before the meeting to dividend matters of concern expressed by most respected shareholders and other queries, the Chairman informed that the company is committed to completing AGMs for remaining financial years as soon as possible to distribute dividends and is undertaking necessary tasks for the same, assuring that all received suggestions will be taken to heart. All proposals presented for decision at the said meeting were unanimously passed.

11. Response to Queries Raised by Shareholder Representatives in Meeting:

Thanking shareholders expressing queries in the meeting, the Chairman, while responding to dividend matters of concern expressed by most respected shareholders and other queries, informed that the company remains committed to completing AGMs for remaining financial years as soon as possible to distribute dividends and is carrying out necessary work for the same.

12. Decisions of the Meeting:

12.1 When the proposal presented by the Chairman on behalf of the Board of Directors to pass the Annual Report of Rastriya Beema Company Limited for fiscal year 2077/78 and fiscal year 2078/79 was presented to the meeting, the proposal was passed unanimously.

12.2 When the proposal to pass the Auditor's Report along with Balance Sheet as of Ashadh end of Rastriya Beema Company Limited for fiscal year 2077/78 and fiscal year 2078/79, the Profit/Loss Account and Cash Flow Statement for the period ending on the same date, and the schedules related to financial statements of the said period was presented to the meeting, the proposal was passed unanimously.

12.3 When the proposal to endorse the appointment and remuneration of the auditor appointed by the Board of Directors for fiscal years 2079/80, 2080/81 and 2081/82 as per the advice of the Office of the Auditor General was presented to the meeting, the proposal was passed unanimously.

13. Vote of Thanks:

As there were no proposals under miscellaneous for discussion in the meeting, the Chairman expressed thanks to respected shareholders for their attendance, support, and suggestions, and expressed gratitude to all shareholder representatives and everyone concerned with shareholders for devoting their valuable time to successfully conduct and complete the 4th Annual General Meeting.

14. Adjournment of Meeting:

Finally, expressing thanks to all respected shareholders and invited persons present for giving their valuable time to successfully conduct and complete the company's 4th Annual General Meeting and for actively participating in positive discussions and providing necessary guidance for the company's progress, the Chairman adjourned the General Meeting.

Kabita Lama

Company Secretary

Nirmal Dhakal

Chairman