Citizens Bank Calls Annual General Meeting, Dividend Approval on the Agenda

6th November 2025, Kathmandu

The upcoming 19th Annual General Meeting (AGM) of Citizens Bank International Ltd. is a key corporate event that underlines the bank’s commitment to its shareholders and the strict adherence to Nepal’s financial governance framework.

Citizens Bank Calls AGM

Scheduled for Mangsir 12, 2082 (November 28, 2025), the meeting at Anupam Foodland & Banquet in Kathmandu holds critical decisions concerning dividend payout, board structure, and regulatory compliance.

Shareholder Rewards: The 5.263% Dividend Proposal

The most immediate and attractive agenda for shareholders is the proposed dividend distribution, a blend of stock and cash designed to balance capital growth with immediate returns.

The Breakdown of the Dividend

5% Bonus Shares: The proposal includes a distribution of bonus shares worth NPR 73.84 crore. Bonus shares are new shares issued to existing shareholders proportionate to their current holdings. This is a common practice in Nepalese banking, serving two main purposes: it rewards shareholders by increasing their equity stake in the company without a direct cash outflow from the bank, and it strengthens the bank’s capital base by converting reserves into paid-up capital. This increase in the number of outstanding shares can also enhance the stock’s overall liquidity in the secondary market.

0.263% Cash Dividend: A cash dividend of NPR 3.88 crore (including tax) is also proposed. In the context of bonus shares, this cash component is crucial as it typically covers the tax liability that the shareholder incurs on the bonus shares received, ensuring that the stock-based reward is received without the shareholder having to bear the tax burden out-of-pocket.

Eligibility and Book Closure

To be eligible to attend the AGM and receive the proposed dividend, an investor must be a shareholder by the book closure date. Citizens Bank has set the book closure for Kartik 17, 2082. Consequently, only investors who hold the bank’s shares and are listed in NEPSE by the close of the previous trading day, Kartik 16, 2082, will be entitled to these benefits. This deadline is vital for investors seeking to capitalize on the announced rewards.

Corporate Governance and Strategic Decisions

The AGM’s agenda reflects the core responsibilities of corporate governance in a regulated environment like a commercial bank. These items ensure the long-term stability and compliance of the institution.

Financial Scrutiny and Oversight: The shareholders will review and approve the financial statements for the fiscal year 2080/81. This formal process of adopting the balance sheet and profit and loss account, which have already been audited, provides public and regulatory assurance of the bank’s operational and financial health.

Appointment of the Auditor: A crucial part of accountability, the meeting will focus on the appointment of the external auditor for the current fiscal year (2081/82) and establish their compensation. A qualified and independent auditor is mandatory to ensure the accuracy and impartiality of the bank’s financial reporting.

Shareholder Groups and Board Elections: Understanding Control

One of the most significant agenda items is the election of directors, which highlights the distinct roles of the two main shareholder groups in a Nepalese bank: Promoter and Public shareholders.

The Dual Class of Shares in Nepalese Banking
In Nepal’s commercial banks like Citizens Bank, shares are fundamentally divided into two categories:

Promoter Shares (Group A): These are held by the founders, initial investors, and major institutional partners who took the primary risk in establishing the bank. Promoter shares are typically subject to a lock-in period and face restrictions on their tradability. The main purpose of this class is to ensure stability and long-term commitment from the bank’s founders.

Representation: The AGM will elect one director from this Promoter Shareholder Group ‘A’. These directors represent the interests of the controlling shareholders and are integral to setting the bank’s long-term vision and strategy.

Public Shares (Group B): Also known as ordinary shares, these are freely traded by the general public, including retail investors and non-promoter institutions, on the Nepal Stock Exchange (NEPSE). These are highly liquid and represent a non-controlling ownership stake.

Representation: The meeting will elect three directors from the Public Shareholder Group ‘B’. These directors are crucial for representing the broader, non-founding investor base, ensuring that the interests of all public shareholders are considered in the Board’s decision-making process, thereby upholding principles of good corporate governance.

The election results will shape the composition of the Board of Directors, which is responsible for the overall strategic direction, risk management, and regulatory compliance of Citizens Bank.

Regulatory Amendments
The final, essential component of the AGM is the approval of necessary amendments in the Bank’s Memorandum and Articles of Association. Furthermore, the authorization granted to the Board to make modifications based on regulatory instructions provides operational flexibility. This is particularly important for commercial banks, which are subject to frequent policy changes and directives from the central bank, Nepal Rastra Bank (NRB). This authorization ensures the bank can swiftly align its internal constitutional documents with the latest national banking regulations without having to call another General Meeting. The successful conclusion of this AGM will solidify the bank’s foundation for the financial year ahead.

For More: Citizens Bank Calls AGM