सानिमा मिडिल तमोर हाइड्रोपावरको ११ औं वार्षिक साधारण सभाको निर्णय विवरणSanima Middle Tamor Hydropower: 11th AGM Decisions Summary

Eleventh Annual General Meeting Decision Details (Minutes)

(Published for the purpose of Section 75(3) of the Companies Act, 2063)

This is to inform that the 11th Annual General Meeting of Sanima Middle Tamor Hydropower Limited, held on Friday, Ashwin 30, 2083 (October 16, 2026) at Kundalini Durbar Banquet, Chandol, Kathmandu, passed the following decisions.

It was informed to the meeting that a quorum was present as 357 shareholders were present in person or by proxy, representing 56.16 percent of the total allotted shares.

Shareholders Mr. Chandra Narayan Shrestha, Mr. Bramha Dev Shakya, Mr. Indra Krishna Shrestha, Mr. Bishesh Amatya verbally, and Mr. Laxman Bahadur Shrestha, Mr. Surendra Chimoriya, Mr. Damaru Ballabh Ghimire, Mr. Baijnath Rauniyar, Mr. Sudip Shrestha, Mr. Gobinda Bahadur K.C., Mr. Bhesh Raj Bhandari, Mr. Jagannath Acharya, Mr. Indra Prasad Lamichhane, Mr. Shatrughan Shrestha, Mrs. Nirupama Gupta, and Mr. Yugal Basyal in writing expressed their views and queries. Expressing thanks for the opinions and suggestions provided by the shareholders, Chairman Mr. Vinay Kumar Shrestha and General Manager of the company Mr. Sudip Roka responded to and clarified the queries.

Decisions made by the Annual General Meeting:

The proposals presented before the 11th Annual General Meeting for decision were unanimously passed as follows:

(A) Ordinary Proposals:

1. The Chairman, on behalf of the Board of Directors, presented the Board of Directors' Annual Report for F.Y. 2082/083 along with related proposals to the AGM. The said proposal was unanimously passed by the AGM.

2. The financial statements of the company up to end of Ashadh 2083, including Balance Sheet, Annual Profit and Loss Account, Cash Flow Statement and related schedules along with the Auditor's Report for F.Y. 2082/083, were provided to the shareholders with the AGM agenda. The proposal to approve the said annual financial statements including Balance Sheet and Profit and Loss Account for F.Y. 2082/083 and related schedules was unanimously passed by the AGM.

3. As recommended by the Board of Directors, the proposal to distribute 5.263 percent cash dividend (including tax) of the paid-up capital of the company from the distributable accumulated net profit as mentioned in the financial statements up to F.Y. 2082/083, to the shareholders maintained on the book closure date prior to trading for this 11th AGM, was unanimously passed by the AGM as detailed below.

Table 3

S.N. Particulars Amount (Rs.)

1 Total Dividend including Tax 17,53,94,579.00

2 Tax on Dividend Distribution 87,69,729.00

3 Net Dividend 16,66,24,850.00

4. As recommended by the Audit Committee to re-appoint auditor P.L. Shrestha & Co., Chartered Accountants, to audit the financial records of the company for F.Y. 2083/084 at an annual remuneration of Rs. 2,54,100/- (in words: Two Lakh Fifty Four Thousand One Hundred Rupees only) excluding VAT, the proposal to appoint the mentioned firm as Auditor for F.Y. 2083/084 as per the Committee's recommendation was unanimously passed by the AGM.

5. Director Mr. Sushil Kumar Ojha, who was appointed by the 8th AGM, submitted his resignation which was accepted, creating a vacancy in the director post. As per the Board of Directors meeting decision dated 2083 Baishakh 11, Mr. Saurabh Agrawal, a shareholder of this company with permanent address Birgunj Metropolitan City-9, was appointed in accordance with the Companies Act, 2063 and the company's Articles of Association. The proposal to approve his appointment and to continue his tenure for the remaining period was unanimously passed by the AGM.

(B) Special Proposals:

1. To add objectives for the business expansion of the company and amend Clauses 3 and 4(1) of the Memorandum of Association accordingly, and as per prevailing laws related to securities, after three years from the date of initial public offering (IPO), the lock-in period of shares for all groups including promoters expires and shares are released, all shares of the company will be traded under a single ISIN (International Securities Identification Number), eliminating the need for shareholder group division. Thus, as the shareholder group provisions in the Memorandum and Articles of Association will no longer apply, the proposal to remove Clauses 6(E), 6(F), 8(B) of the Memorandum of Association and Rule 39(2) of the Articles of Association, and amend Rule 39(1) of the Articles of Association as follows, was unanimously passed by the AGM.

Schedule

Amendments in the Memorandum of Association of the Company:

(A) Replace Clause 3 with the following Clause 3; add Sub-clause (G) after Sub-clause (F) of Sub-section (1) of Clause 4; and remove Clauses 6(E), (F) and Clause 8(B).

Clause 3: Subject to prevailing laws and this Memorandum and Articles of Association, to construct hydroelectric projects, generate and sell/distribute electricity, conduct construction business-related activities, and invest in shares of various companies.

Clause 4(1)(G): To invest in shares of various companies as per prevailing laws and sell shares owned by this company.

Clause 6 (E) and 6 (F), 8 (B): Removed.

Amendments in the Articles of Association of the Company:

(B) Replace Sub-rule	(1)	39	(1)
Rule 39(1): This company shall have a Board of Directors consisting of	7	6	5	1

Rule 39(2): Removed.

2. The proposal to grant full authority to the Board of Directors of the company to make necessary changes/amendments/modifications or adjustments if any suggestions or directions are received from the relevant regulatory authorities during the process of registering the amendments to the Memorandum and Articles of Association as per rules, was unanimously passed by the AGM.

(C) Miscellaneous

Under miscellaneous topics, no discussions or decisions were made.