Citizens Bank International Limited Calls Special General Meeting to Approve Major Capital Enhancement Framework

27th May 2026, Kathmandu

In a decisive move to fortify its equity structure and align with shifting regulatory expectations, Citizens Bank International Limited has officially called its 8th Special General Meeting. The banking institution aims to secure critical shareholder approvals for a comprehensive capital raising initiative designed to support long-term asset growth and strengthen its core financial position.

Citizens Bank Special General

This strategic assembly underscores the commitment of the bank to maintaining structural stability while maximizing operational capabilities within the competitive Nepalese financial landscape. By introducing fresh capital instruments, the management aims to achieve heightened regulatory compliance without creating immediate dilution pressures for existing ordinary equity holders.

Essential Meeting Logistics and Official Assembly Details

The board of directors finalized the assembly details during a dedicated leadership meeting held recently. Shareholders are requested to gather at the central office premises to deliberate on the critical corporate proposals put forward by the executive management team.

The event is officially scheduled to take place on Asar 3, Wednesday, starting promptly at 9:00 AM. The chosen venue for this high level corporate gathering is the bank’s central office located in the commercial hub of Durbar Marg, Kathmandu. Holding the special general meeting at the corporate headquarters ensures optimal logistical control, seamless security protocols, and direct access to executive administrative infrastructure. The formal decision to convene the extraordinary session was ratified during the board meeting conducted on Jestha 12, allowing sufficient statutory notice to be delivered to all registered members of the organization.

The Core Financial Resolution: NPR 2 Billion Preference Shares

The primary item on the meeting agenda revolves around an ambitious capital expansion project tailored to optimize the financial leverage of the bank. Shareholders will evaluate and vote on the issuance of non-ordinary equity instruments designed to provide stable long term funding.

The core proposal entails the issuance of 7.5% Citizens Irredeemable Cumulative Preference Shares. The total cumulative value of this targeted issue stands at an impressive NPR 2 billion, with the individual unit price established at a standard face value of NPR 100 per share. Because these shares carry an irredeemable structure, they will function as permanent capital for the financial institution, providing a resilient buffer against macroeconomic volatility. The cumulative dividend rate of 7.5% ensures that if profits in a specific financial year are insufficient to pay out the agreed returns, the unpaid obligation will accumulate and take absolute priority over any future dividend distributions to ordinary shareholders.

In tandem with the share issuance, the assembly will review several essential regulatory and legal adjustments required to legalize the new equity framework. These mandatory adjustments include securing formal permissions for a substantial increase in the authorized, issued, and paid-up capital limits of the bank. Furthermore, the board will present specific amendments to the overarching capital structure and provide clear updates regarding the group-based shareholding percentages. To facilitate smooth execution, the shareholders will be asked to grant full administrative authorization to the board of directors, empowering leadership to navigate subsequent regulatory approvals from the Securities Board of Nepal and Nepal Rastra Bank.

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Democratic Restructuring and Board of Directors Elections

Beyond the capital management resolutions, the special general meeting will address vital corporate governance matters through a structured electoral process. The upcoming voting session will fill key vacant seats on the governing board, ensuring that leadership reflects the current ownership layout of the institution.

The election process will systematically distribute governance responsibilities across two distinct ownership categories to maintain balanced institutional oversight. Specifically, the assembly will elect 1 dedicated director tasked with representing Group A, which comprises the original founder and promoter shareholders. Concurrently, public investors will exercise their voting rights to elect 3 corporate directors representing Group B, which covers the general public shareholding base. This balanced approach ensures that both foundational promoters and retail public investors maintain active, proportionate representation within the highest decision making body of the bank, reinforcing transparency and safeguarding minority shareholder interests.

Important Book Closure Notice and Investor Eligibility Regulations

To ensure an orderly voting process and accurate attendance tracking during the special general meeting, the bank has instituted strict timeline constraints regarding share transfers and investor registration.

The compliance department has announced a mandatory one-day book closure period scheduled precisely for Jestha 26. This means that the official shareholder registry maintained by the bank and its designated share registrar will be frozen for that entire day. Consequently, only those investors who have completed their share purchases and secured formal registration in the bank books prior to the cut-off date will hold the legal right to attend the corporate session, participate in the debates, and cast votes on the capital and electoral resolutions. Buyers purchasing shares on or after the book closure date will not be eligible to influence the decisions of this specific assembly.

Analyzing the Strategic Capital Impact on Institutional Safety

The decision to introduce high volume preference shares highlights a sophisticated approach to modern bank capital management. In Nepal, commercial banks face evolving regulatory requirements regarding capital adequacy ratios, which dictate the amount of capital an institution must hold relative to its risk-weighted exposures.

By opting for irredeemable cumulative preference shares, Citizens Bank International Limited successfully injects NPR 2 billion into its regulatory capital funds without altering the current voting control or diluting the earnings per share of ordinary stock investors. This technique optimizes the overall leverage ratio, enhances the capacity of the institution to issue new loans, and offers an appealing fixed income alternative for long-term institutional investors looking for steady returns amid shifting interest rate cycles. Ultimately, this capital restructuring strengthens the financial baseline of the bank, ensuring it remains fully prepared to capture emerging corporate and retail lending opportunities across the country.

For More: Citizens Bank Special General