5.2 Declaration of Dividend and Its Procedures

The procedure (the organ map): (1) the board's recommendation — the directors assess the profits, propose the rate (final dividend) and the record dates; (2) the general meeting'sdeclaration — the dividend is declared at the AGM (or an extraordinary general meeting) as the shareholders' act; (3) the statutory order of events — the audited accounts' foundation, the losses' first absorption. The disciplines: no dividend without profit (the board's certificate of distributability); the interim exception (5.4 — the board's own declaration within the authority); the listed company's calendar and disclosure (SEBON/NEPSE's book-closure and record-date discipline); the not-for-profit company's bar (no distribution at all — the non-distribution clause).