Citizens Bank International Approves Board Appointments and NPR 2 Billion Perpetual Preference Shares
13th July 2026, Kathmandu
Citizens Bank International Limited has officially published the certified minutes of its 8th Special General Meeting.
Citizens Bank Approves Board Appointments
The comprehensive administrative document records several crucial resolutions passed by the company investors, covering board of directors elections, structural capital adjustments, and a major preference share campaign.
The special general session was organized at the bank corporate central office building located along Narayanhiti Path, Durbar Marg, Kathmandu. To facilitate broad stakeholder participation, the management deployed a hybrid format, allowing investors to attend either through physical presence at the boardroom or via the Zoom electronic platform.
Standardized Quorum Validations and Executive Attendance Logs
The administrative assembly commenced operations with a comprehensive headcount verification managed by the registry desk. A total of 882 shareholders participated in the structural session, providing strong institutional representation:
- Physical attendees: The session counted 271 retail investors who presented their identity credentials at the physical registration counters.
- Proxy and electronic participants: The remaining 611 backers cast their votes through formal proxies or tracked their sessions via the synchronized webinar interface.
The cumulative attendance ledger accounted for exactly 51.24 percent of the bank total outstanding share capital registry. This percentage successfully cleared the mandatory legal quorum thresholds established under the Companies Act 2063, granting the general assembly full statutory authority to pass binding corporate resolutions.
The official session was led by the active Chairman of the Board, Prabal Jung Pandey. The meeting was supported by a full contingent of senior corporate directors and executive officers:
The board division included Prakash Chandra Mainali, Digvijaya Bista, Dr Binod Atreya, and Anil Gnyawali. The technical management team was headed by Chief Executive Officer Ganesh Raj Pokharel, alongside Assistant CEOs Suman Mulepati, Sanjiv Kumar Shrestha, and Narayan Raj Adhikari.
The specialized credit risk and control tracks were supervised by Chief Risk Officer Amit Khanal, Chief Operations Officer Roshan Malla, and Chief Finance Officer Pramesh Raj Kayastha, who also serves as the formal Company Secretary.
Validation of the Suspended Board Election Workflows
A major highlight of the special session was the unanimous approval to resume and finalize the previously suspended board election process. The institutional voting procedure had originally been scheduled during the bank 11th Annual General Meeting but faced sudden delays due to an interim suspension order issued by the Supreme Court of Nepal.
Following a thorough judicial review, the Supreme Court dismissed the active writ petition, clearing the path for the bank to fill its vacant leadership seats. Based on the finalized ballot counts, the general assembly officially endorsed four core directorial appointments:
In the Founder Group, known formally as Group A, Anil Kumar Gnyawali was elected to serve out the remaining tenure of the open promotional seat. In the General Public Group, labeled Group B, Digvijaya Bista was chosen to fill the remaining structural term, while Prakash Chandra Mainali and Rajendra Pandit were both elected to serve full four-year management terms.
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Authorizing the Two Billion Rupee Non Cumulative Capital Campaign
The most critical strategic milestone approved during the special assembly focuses on the issuance of 7.5% Citizens Perpetual Non-Cumulative Preference Shares. The massive funding campaign aims to raise two billion rupees in supplementary tier one capital to reinforce the bank balance sheet stability.
The structural features of the newly endorsed funding instrument are organized around strict financial boundaries:
- Issue size: The corporate treasury will issue exactly twenty million individual preference units at a fixed face value of 100 rupees per unit.
- Maturity structure: The instrument is structured as perpetual and completely irredeemable, meaning the bank is under no obligation to buy back the shares at a later date.
- Voting limitations: The newly issued preference holdings carry zero voting rights, preventing any dilution of control among current common stock owners.
- Security status: The underlying asset is entirely unsecured, operating as a direct equity buffer for the financial institution.
The distribution of the 7.5 percent annual cash dividend is strictly tied to the actual availability of net distributable profits at the end of each financial cycle. The passed resolution includes explicit conditions stating that dividends cannot be drawn from existing retained earnings or older corporate reserve funds.
Furthermore, if the generated annual profits fall short of the required amounts, the available cash will be distributed proportionately among holders. Because the shares are non-cumulative, any unpaid dividend balances caused by low profit years will not accumulate as past debts for the bank.
The assembly also approved strict conversion clauses, allowing these preference units to transform into standard ordinary founder shares under specific conditions. The conversion path can be initialized only if the bank Common Equity Tier 1 capital ratio hits a pre-determined trigger level and receives prior written authorization from Nepal Rastra Bank.
In the event of an institutional liquidation, the preference backers will hold a clear priority ranking ahead of everyday ordinary shareholders. However, their claims will sit firmly behind other supplementary capital tools, standard debt bond holders, and general commercial creditors. The listed shares will eventually trade on the Nepal Stock Exchange floor, but transactions will be strictly limited to institutional investors.
Structural Updates to the Corporate Memorandum of Association
To support the massive preference share issuance, the general assembly approved sweeping amendments to the bank core constitutional documents. The authorized capital baseline of Citizens Bank International Limited was officially elevated to twenty-two billion rupees.
The newly expanded capital registry is divided into two primary share classes:
- Ordinary units: The common equity block contains two hundred million individual ordinary shares.
- Preference units: The specialized funding track contains twenty million separate preference shares.
The operational updates also adjusted the company underlying shareholding classification ratios. Following the registration of these new structural text fields, the Founder Group will maintain a 59.77 percent stake in the total ordinary share pool, while the Public Group will control the remaining 40.23 percent. The board of directors retains the right to allocate up to five percent of the public share pool to reward internal bank employees.
The session closed with the shareholders granting full administrative authority to the active board of directors to coordinate with state regulators. The management teams are now authorized to secure approvals from Nepal Rastra Bank, the Office of the Company Registrar, and the Securities Board of Nepal. Company Secretary Pramesh Raj Kayastha verified that certified copies of the resolutions would be forwarded to government departments to complete the compliance filings.
