ओम मेगाश्री फर्मास्युटिकल्सको रोयल फर्मास्युटिकल्स प्राप्ति सम्बन्धी विशेष साधारण सभा सूचनाOm Megashree Pharmaceuticals: Special General Meeting for Royal Pharmaceuticals Acquisition

Notice Regarding Special General Meeting

(First published date: 2083/03/12 Friday)

As per the decision of the 12th meeting of the company's Board of Directors held on Thursday, 2083/03/11, a Special General Meeting will be held at the date, time, and place mentioned below, in accordance with the Company Act, 2063, prevailing securities laws, and regulations of relevant regulatory bodies, regarding the acquisition of Royal Pharmaceuticals Pvt. Ltd. by Om Megashree Pharmaceuticals Limited. This notice has been published for the information and attendance of all esteemed shareholders.

Date, Time and Place of the Special General Meeting

Date : 2083 Ashad 28, Sunday (12 July, 2026)

Time : 9:00 AM

Place : Company Industrial Premises, Jugedi, Bharatpur Metropolitan City Ward No. 29, Chitwan

Discussion Topics:

a) Special Resolutions

1. To pass the report presented by the Board of Directors regarding the acquisition of Royal Pharmaceuticals Pvt. Ltd. by Om Megashree Pharmaceuticals Limited.

2. To approve the work, decisions, correspondence, processes with regulatory bodies, and other necessary actions taken so far in relation to the acquisition process.

3. To approve the share swap ratio/share exchange ratio determined based on the Due Diligence Audit (DDA) report and the associated asset and liability valuation report, and the recommendation of the independent valuer.

4. To approve the final Memorandum of Understanding, acquisition plan, business plan, and other necessary documents related to the acquisition of Royal Pharmaceuticals Pvt. Ltd. by Om Megashree Pharmaceuticals Limited.

5. To pass the proposal to issue and allot shares of Om Megashree Pharmaceuticals Limited to the shareholders of Royal Pharmaceuticals Pvt. Ltd. as per the approved share swap ratio after the acquisition.

6. To pass the proposal to amend the company's authorized capital, issued capital, paid-up capital, share structure, memorandum of association, and articles of association, if necessary, due to the acquisition process.

7. To authorize the Board of Directors to make necessary amendments, modifications, and implementations as per the directives, approvals, or suggestions received from the Company Act, 2063, Nepal Securities Board, Nepal Stock Exchange Limited, CDS and Clearing Limited, Office of Company Registrar, Department of Industry, and other relevant regulatory bodies.

8. To grant full authority to the Board of Directors to sign all necessary documents, submit applications to regulatory bodies, obtain approvals, list shares, dematerialize, amend records, and perform other necessary tasks to complete the acquisition process.

b) Miscellaneous

Other Additional Information Regarding the Special General Meeting

1. For the purpose of the Special General Meeting, the company's share registration will be closed for one day on 2083/03/22. Shareholders registered in the company's share registrar who have traded on Nepal Stock Exchange Limited until that date will be eligible to participate in the meeting as per prevailing law.

2. Esteemed shareholders attending the meeting must bring their beneficiary account number or shareholder identification card along with a related identification document.

3. In the case of institutional shareholders, if a representative is to be sent, the representative must be present with an official letter of appointment.

4. If a shareholder cannot attend in person, a representative/proxy can be appointed as per prevailing law. The proxy form must be registered at the company's registered office at least ४८ hours before the start of the meeting.

5. In the case of minor shareholders, the guardian mentioned in the registration book can participate in the meeting, discuss, and vote.

6. Documents related to the proposals to be discussed in the meeting can be inspected at the company's registered office during office hours.

7. If any queries arise regarding the acquisition process, esteemed shareholders are requested to send them in writing to the company's registered office at least ७ days before the meeting.

8. For shareholders attending the meeting, the signature book will be opened १ hour before the start of the meeting.

9. The conduct of the meeting, voting, and other procedures will be in accordance with the Company Act, 2063, the company's Memorandum and Articles of Association, prevailing securities laws, and the directives of relevant regulatory bodies.

10. If further information regarding the Special General Meeting is required, contact the company's registered office or contact no. ०१-५२४४३१० during office hours.

By order of the Board of Directors